8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 22, 2013

Echo Therapeutics, Inc.

 (Exact name of Company as specified in its charter)

Delaware	000-23017	41-1649949
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
8Penn Center 1628 JFK Blvd., Suite 300 Philadelphia, PA		19103
(Address of principal executive offices)		(Zip Code)

Company’s telephone number, including area code: (215) 717-4100

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

Echo Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to the Company’s Current Report on Form 8-K filed on May 23, 2013 (the “Form 8-K”) to amend and restate the Form 8-K in its entirety to correct an inadvertent error in voting results.  The results reflected in this Form 8-K/A are based on a vote tabulation report certified by Broadridge Tabulation Services.

Item 5.07.  Submission of Matters to a Vote of Security Holders

At the Company’s 2013 Annual Meeting of Stockholders held on May 22, 2013, the following matters were acted upon by the Company’s stockholders:

1.   The election of Vincent D. Enright, a Class II director, to the Company’s Board of Directors for a term of three years and the election of Robert F. Doman, a Class III director, to the Company’s Board of Directors for a term of one year;

2.   The approval of an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split by a ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion;

3.   The approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the aggregate number of shares of common stock subject to the 2008 Plan at 10,000,000 shares subject to the approval of the reverse stock split and after giving effect to the reverse stock split;

4.   The approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 425,000 shares, subject to the approval of the reverse stock split and after giving effect to the reverse stock split;

5.   The ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

The results of voting on each of the matters presented to stockholders at the Annual Meeting are set forth below:

1.   Election of Vincent D. Enright, a Class II director, to the Company’s Board of Directors for a term of three years and the election of Robert F. Doman, a Class III director, to the Company’s Board of Directors for a term of one year:

	FOR		AGAINST / WITHHELD		ABSTENTIONS		BROKER NON-VOTES
Vincent D. Enright		22,889,879		1,105,223		—		21,167,306
Robert F. Doman		22,885,577		1,109,525		—		21,167,306

2.   Approval of an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split by a ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion:

FOR	AGAINST / WITHHELD	ABSTENTIONS	BROKER NON-VOTES
38,342,701	5,260,030	1,559,677	—

3.   Approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the aggregate number of shares of common stock subject to the 2008 Plan at 10,000,000 shares subject to the approval of the reverse stock split and after giving effect to the reverse stock split:

FOR	AGAINST / WITHHELD	ABSTENTIONS	BROKER NON-VOTES
18,464,850	5,064,006	466,246	21,167,306

4.   Approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 425,000 shares, subject to the approval of the reverse stock split and after giving effect to the reverse stock split:

FOR	AGAINST / WITHHELD	ABSTENTIONS	BROKER NON-VOTES
18,574,257	4,980,114	440,731	21,167,306

5.   Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:

FOR	AGAINST / WITHHELD	ABSTENTIONS	BROKER NON-VOTES
43,309,683	1,197,673	655,052	—

Item 9.01.  Financial Statements and Exhibits

The Exhibits listed in the Exhibit Index immediately preceding such Exhibits are filed with or incorporated by reference in this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ECHO THERAPEUTICS, INC.
Dated: May 28, 2013	By:  /s/  Patrick T. Mooney
	Patrick T. Mooney
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on May 23, 2013.

EX-99.1

Exhibit 99.1

Echo Therapeutics Announces Successful Unveiling of Symphony® CGM System

Demonstration Followed Stockholders Approval of All Resolutions at Annual Meeting

Philadelphia, PA – May 23, 2013 – Echo Therapeutics, Inc. (Nasdaq: ECTE), a company developing its needle-free Symphony® CGM System as a non-invasive, wireless, transdermal continuous glucose monitoring system, today announced the successful unveiling and demonstration of its Symphony CGM System during a live webcast following yesterday’s annual stockholders meeting.  Additionally, the Company’s stockholders approved all resolutions proposed by Echo Therapeutics’ Board of Directors during the meeting.

A replay of the corporate presentation and demonstration of the features and functionality of the Symphony CGM System is available at http://discovervideo.com/events/echo/20130522/ or on our website at www.echotx.com under the Investors section.

“We are encouraged by the tremendously positive feedback we received from doctors, clinicians, and shareholders on Symphony’s features and benefits that were demonstrated during the webcast.  We believe that Symphony can improve glucose monitoring in hospitals and help alleviate the burden on both patients and caregivers,” commented Patrick T. Mooney, M.D., Chairman and Chief Executive Officer of Echo Therapeutics.  “Additionally, we thank our shareholders for their participation in the proxy process and for supporting all of the Company’s proposals.”

Stockholders approved the following Board proposals during the meeting:

1.   The election of Vincent D. Enright, a Class II director, to the Company’s Board of Directors for a term of three years and the election of Robert F. Doman, a Class III director, to the Company’s Board of Directors for a term of one year;

2.   The approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split by a ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion;

3.   The approval of an amendment to the Company’s 2008 Equity Incentive Plan to fix the aggregate number of shares of common stock subject to the 2008 Plan at 10,000,000 shares subject to the reverse stock split and after giving effect to the reverse stock split;

4.   The approval of an amendment to the Company’s 2008 Equity Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 425,000 shares, subject to the reverse stock split and after giving effect to the reverse stock split; and

5.   The ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

Echo will file with the SEC a Current Report on Form 8-K with the certified results promptly after they become available.

-1-

About Echo Therapeutics

Echo Therapeutics is developing the Symphony CGM System as a non-invasive, wireless, transdermal continuous glucose monitoring system.  Our target is patients who could benefit from glucose monitoring in the hospital setting, including critical care.  Significant opportunity also exists for patients with diabetes to use Symphony in the outpatient setting.  Echo is also developing its needle-free skin preparation component of Symphony, the Prelude® SkinPrep System, as a platform technology to enhance drug delivery of topical pharmaceuticals.

Cautionary Statement Regarding Forward Looking Statements

The statements in this press release that are not historical facts may constitute forward-looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, risks related to regulatory approvals and the success of Echo's ongoing studies, including the safety and efficacy of Echo's Symphony CGM System, the failure of future development and preliminary marketing efforts related to Echo's Symphony CGM System, Echo's ability to secure additional commercial partnering arrangements, risks and uncertainties relating to Echo's and its partners' ability to develop, market and sell the Symphony CGM System, the availability of substantial additional equity or debt capital to support its research, development and product commercialization activities, and the success of its research, development, regulatory approval, marketing and distribution plans and strategies, including those plans and strategies related to its Symphony CGM System. These and other risks and uncertainties are identified and described in more detail in Echo's filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2012, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Echo undertakes no obligation to publicly update or revise any forward-looking statements.

For More Information:

Christine H. Olimpio

Director, Investor Relations and Corporate Communications

(215) 717-4104

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