8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported):  August 23, 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.)
8 Penn 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))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 On August 26, 2013, Echo Therapeutics, Inc. (the “Company”) announced that its Chief Executive Officer, President and Chairman of the Board, Dr. Patrick Mooney, is taking an immediate leave of absence.

 Concurrently with Dr. Mooney’s leave of absence, the Company appointed Robert F. Doman, a member of the Company’s Board of Directors, as Executive Chairman and Interim Chief Executive Officer.  Mr. Doman will hold this position while the Board of Directors engages an executive search firm to identify a new Chief Executive Officer.  Mr. Doman, age 63, was appointed to the Company’s Board in March 2013 and his current term of office expires in 2016.  Mr. Doman served as President and Chief Executive Officer of DUSA Pharmaceuticals, Inc. (NASDAQ: DUSA) from 2005 until the merger of the company with Sun Pharmaceutical Industries, Ltd. in December 2012.  From 2000 to 2004, Mr. Doman served as President of Leach Technology Group, the medical electronic device, design, product development and contract manufacturing services division of Leach Holding Corporation, which was sold to Esterline Technologies in 2004.  He served as President of Device Product Development of West Pharmaceutical Services from 1999 to 2000.  Prior to that, Mr. Doman held marketing and business development positions at the Convatec division of Bristol-Myers Squibb and Critikon, Inc., a Johnson & Johnson company.  He earned his Bachelor’s degree from Saint Joseph’s University.  Mr. Doman brings over 30 years of executive level, international and domestic management, business development, sales and marketing, product development and strategic planning experience with specific concentrations in medical devices and pharmaceuticals, making him a valuable addition to the Company’s Board as it moves beyond product development and into sales and marketing.

 On August 26, 2013, the Company entered into a Consulting Agreement with Mr. Doman pursuant to which Mr. Doman will serve as the Executive Chairman and Interim Chief Executive Officer of the Company (the “Agreement”).  The initial term of the Agreement begins on August 26, 2013 and continues for four months.   The Agreement can be renewed upon mutual written agreement of the parties.  Either party can terminate the Agreement for any reason upon ten days’ prior written notice to the other party. The Company will pay Mr. Doman $2,500 per day and reimburse him for all out-of-pocket expenses incurred in connection with the performance of services under the Agreement. He did not receive any equity grant pursuant to the Agreement and the Agreement states that he is not entitled to participate in or receive any benefits or rights under any Company employee benefit and welfare plans.

 Finally, William Grieco, Chairman of the Company’s Nominating and Corporate Governance Committee and a member of the Company’s Board of Directors since February 2011, was appointed Lead Independent Director of the Board on August 23, 2013.

 The description of the material terms of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement which is attached as Exhibit 10.1 and is incorporated herein by reference.  A copy of the press release issued by the Company is attached as Exhibit 99.1 hereto.

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: August 29, 2013	By:  /s/ Robert F. Doman
	Robert F. Doman
	Executive Chairman and Interim Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Consulting Agreement between the Company and Robert F. Doman dated August 26, 2013.
99.1	Press Release issued by the Company on August 26, 2013.

EX-10.1

Exhibit 10.1

Execution Version

CONSULTING AGREEMENT

 THIS CONSULTING SERVICES AGREEMENT, is entered into as of August 26, 2013 by and between Echo Therapeutics, Inc., a Delaware corporation ("the "Company"), and Robert F. Doman, an individual ("Consultant").

BACKGROUND

 The Company wishes to obtain the services of Consultant for certain purposes, and Consultant wishes to provide such services, all subject to the terms and condition of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and intending to be legally bound hereby, the Company and Consultant hereby agree as follows:

1. Services to be Provided. During the term of this Agreement, Consultant shall perform for the Company consulting services as the Executive Chairman/Interim Chief Executive Officer of the Company. Consultant's duties and authority as the Executive Chairman/Interim Chief Executive Officer will be prescribed by the Board of Directors of the Company (the "Board") and will be commensurate with those of an executive chairman and chief executive officer of a company of comparable size and with a similar business as the Company (the "Services").

2. Term. The initial term of this Agreement shall begin on August 26, 2013 and shall continue for a period of four (4) months unless terminated prior thereto pursuant to paragraph 7 below. This Agreement may be renewed upon mutual agreement of the parties in writing.

3. Compensation; No Benefits.

 (a) As compensation for Consultant's performance of the Services to be performed by him under this Agreement, Company shall pay Consultant $2,500 per day for which Consultant shall perform consulting duties in accordance with the terms of this Agreement. Consultant shall submit invoices to the Company each month for Services performed during the prior month. The Company shall pay amounts due pursuant to such invoices within 30 days following receipt by the Company of such invoice.

 (b) Consultant shall be reimbursed for all out of pocket expenses incurred in connection with the performance of the Services, including travel, mileage, hotel and meal expenses, in accordance with the Company's policies in place from time-to-time. Consultant shall provide receipts for all expenses.

 (c) Consultant is not an employee of Company and will not be entitled to participate in or receive any benefit or right as a Company employee under any Company employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans as a result of his/her entering into this Agreement.

4. Independent Contractor Status. For purposes of this Agreement and all Services to be provided hereunder, Consultant shall not be considered a partner, co-venturer, agent, employee, or representative of the Company, but shall remain in all respects an independent contractor, and neither party shall have any right or authority to make or undertake any promise, warranty or representation, to execute any contract, or otherwise to assum e any obligation or responsibility in the name of or on behalf of the other party.

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 5. Confidentiality. Consultant agrees at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except in connection with Consultant's performance of the Services, and not to disclose to any person or entity without written authorization of the Board, any Confidential Information of the Company. As used herein, "Confidential Information" means any Company proprietary or confidential information, technical data, trade secrets or know-how, whether disclosed or provided in oral, written, graphic, electronic, photographic or any other form and including without limitation all (i) existing or proposed research and development efforts; (ii) inventions, patent applications, structures, models, techniques, processes, assays, formulations, compositions, compounds, and apparatus; (iii) product specifications, designs, plans, ideas and concepts; (iv) manufacturing, engineering and other manuals and drawings, standard operating procedures and flow diagrams; (v) chemical, pharmacological, toxicological, pharmaceutical, analytical, safety, efficacy, stability, quality assurance, quality control and clinical data; and (vi) marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information. Confidential Information, however, does not include any such information that (i) prior to disclosure, is known to the public, or after disclosure, becomes generally known or available to the public through no act of Consultant in violation of this Agreement; (ii) is already rightfully known to Consultant at the time of disclosure; or (iii) is independently developed by the Consultant.

 6. Ownership of Results.

 (a) Assignment of Inventions. Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns, transfers and conveys to the Company, or its designee, all of Consultant's worldwide right, title, and interest in and to any and all inventions, original works of authorship, findings, conclusions, data, discoveries, developments, concepts, improvements, trade secrets, techniques, processes and know-how, whether or not patentable or registrable under copyright or similar laws, which Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, in the performance of the Services or which result, to any extent, from use of the Company's premises or property (collectively, the "Inventions"), including any and all moral rights and intellectual property rights inherent in the Inventions and appurtenant thereto including, without limitation, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, "Intellectual Property Rights"). Consultant further acknowledges and agrees that all original works of authorship which are made by Consultant (solely or jointly with others) in the performance of the Services and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. However, to the extent that any such work may not, by operation of any applicable law, be a work made for hire, Consultant hereby assigns, transfers and conveys to the Company all of its worldwide right, title and interest in and to such work, including all Intellectual Property Rights therein and appurtenant thereto. Notwithstanding the above, Consultant shall not be prohibited from engaging in other activities beyond the scope of this agreement and any restriction herein shall not apply to such activities.

 (b) Further Assurances. Upon the request and at the expense of the Company, Consultant shall execute and deliver any and all instruments and documents and take such other acts as may be necessary or desirable to document the assignment and transfer described in paragraph 6(a) above or to enable the Company to secure its rights in the Inventions and any patents, trademarks, copyrights or other intellectual property rights relating thereto in any and all jurisdictions, or to apply for, prosecute and enforce patents, trademark registrations, copyrights or other intellectual property rights in any and all jurisdictions with respect to any Inventions, or to obtain any extension, validation, re-issue, continuance or renewal of any such intellectual property right. Without limiting the foregoing, Consultant shall disclose to the Company all pertinent information and data with respect thereto and shall execute all applications, specifications, oaths and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company the sole and exclusive right, title and interest in and to such Inventions, and any patents, copyrights, trademarks or other intellectual property rights relating thereto. Consultant further agrees that Consultant's obligation to execute or cause to be executed, when it is in Consultant's power to do so, any such instrument or papers shall continue after the termination of the term of this Agreement. If the Company is unable for any other reason to secure Consultant's signature to apply for or to pursue any application for any United States or foreign patent, trademark, copyright or other registration covering Inventions assigned to the Company as above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant's agent and attorney in fact, to act for and in Consultant's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by Consultant.

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7. Termination. Notwithstanding the provisions of paragraph 2, either party may terminate the term of this Agreement for any reason whatsoever upon ten (10) days' prior written notice to the other party. In the event of any termination of the term of this Agreement, the Company shall be responsible for any portion of the compensation owed to Consultant under paragraph 3 for any Services rendered prior to the effective date of such termination.

8. No Conflicting Agreements; Non-Exclusive Engagement.

 (a) Consultant may from time-to-time act as a consultant to, perform professional services for, or enter into agreements similar to this Agreement with other persons or entities without the necessity of obtaining approval from the Company. Any such work product from such activities shall be the sole and exclusive property of Consultant.

 (b) The Company may from time-to-time engage other persons and entities to act as consultants to the Company and perform services for the Company, including services that are similar to the Services.

 9. Return of Company Property. Promptly following the Company's request, Consultant shall deliver to the Company (and will not keep in Consultant's possession or deliver to anyone else) all Confidential Information of the Company.

 10. Equitable Relief. Consultant agrees that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of the covenants set forth in paragraphs 5, 6 and 9 of this Agreement. Accordingly, Consultant agrees that if Consultant breaches any of such covenants, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement.

11. Entire Agreement, Amendment and Assignment. This Agreement is the sole agreement between Consultant and the Company with respect to the Services to be performed hereunder and it supersedes all prior agreements and understandings with respect thereto, whether oral or written. No modification to any provision of this Agreement shall be binding unless in writing and signed by both Consultant and the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the party to be charged. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Consultant hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by Consultant.

12. Governing Law. This Agreement shall be governed by and interpreted in accordance with laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.

13. Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered, sent by facsimile or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:
	Echo Therapeutics, Inc. 8 Penn Center 1628 JFK Boulevard, Suite 300 Philadelphia, Pennsylvania 19l03 Attention: Board of Directors
If to Consultant, to:
	Robert F. Doman 648 Third Avenue Avalon, New Jersey 08202

or to such other names or addresses as the Company or Consultant, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this paragraph.

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14. Counterparts. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of Consultant and the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, but all of which together shall constitute but one and the same instrument.

15. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.

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 IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Agreement as of the date first above written.

ROBERT F. DOMAN	ECHO THERAPEUTICS, INC.
/s/ Robert F. Doman Dated: 8/26/13	By: /s/ Vincent D. Enright Its: Chairman Compensation Committee Dated: 8/26/13 On behalf of Echo's Nominating and Corporate Governance Committee

EX-99.1

Exhibit 99.1

Echo Therapeutics Announces Management Changes

Robert Doman to Assume Role of Executive Chairman and Interim Chief Executive Officer

Philadelphia, PA – August 26, 2013 – Echo Therapeutics, Inc. (Nasdaq: ECTE), a company developing its non-invasive Symphony® CGM System as a needle-free, wireless continuous glucose monitoring system, today announced thatits Chief Executive Officer, President and Chairman of the Board, Dr. Patrick Mooney, is taking an immediate leave of absence.  Robert Doman, a member of Echo’s Board of Directors, will serve as Executive Chairman and Interim Chief Executive Officer. 

Mr. Doman has over 30 years of executive level, international and domestic management, business development, sales and marketing, product development and strategic planning experience with specific concentrations in medical devices and pharmaceuticals.  Most recently, Mr. Doman served as President and Chief Executive Officer of publicly-traded DUSA Pharmaceuticals, Inc., which was successfully sold to Sun Pharmaceuticals in a $230 million transaction in 2012.

Effective immediately, William Grieco, Chairman of the Company’s Nominating and Corporate Governance Committee and a member of Echo’s Board since February 2011, has been appointed Lead Independent Director of the Board.

“Echo’s business operations will continue as usual in Dr. Mooney’s absence” said Mr. Doman.  “We remain focused on completing our ongoing clinical studies and filing the Symphony CGM System technical file for CE Marking in the near future.”

The Board of Directors will be engaging an executive search firm to assist it in identifying a new CEO.  Mr. Grieco commented, “We’re extremely fortunate to have Bob serving as Executive Chairman and Interim CEO at this critically important juncture for the Company.”

About Echo Therapeutics

Echo Therapeutics is developing the Symphony CGM System as a non-invasive, wireless, transdermal continuous glucose monitoring system for use initially in the critical care setting.   Significant opportunity also exists for Symphony to be used in the hospital beyond the critical care setting, as well as in patients with diabetes 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, statements regarding the CEO’s leave of absence and company performance. 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.

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For More Information:

The Trout Group, LLC

Seth Lewis, Senior Vice President

+1 646 378 2952

slewis@troutgroup.com

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