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 20, 2015

Echo Therapeutics, Inc.

 (Exact name of Company as specified in its charter)

Delaware	001-35218	41-1649949
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

99 Wood Avenue South., Suite 302 Iselin, NJ	08830
(Address of principal executive offices)	(Zip Code)

Company’s telephone number, including area code: (732) 549-0128

 (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2015, Echo Therapeutics, Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) informing the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million. In the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, the Company reported stockholders’ equity (deficit) of ($1,637,729). Further, as of August 20, 2015, the Company does not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.

This notification has no immediate effect on the Company’s listing on the Nasdaq Capital Market. Nasdaq has provided the Company with 45 calendar days from the receipt of the Nasdaq letter to submit a plan to regain compliance with the minimum stockholders’ equity standard. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the notification letter to evidence compliance.

Company management expected this letter from Nasdaq when it made the decision to write-off $9.6 million of Azone intangibles at June 30, 2015. These acquired intangibles had been on the books of the Company since 2007 and produced no income. Management’s recent detailed review determined that the intangibles were unlikely to produce income during their remaining short patent lives.

Management intends to submit its plan to Nasdaq and make its best efforts to regain compliance with the continued listing standard. Compliance is most likely achieved by meeting either the minimum equity requirement of $2.5 million, or achieving a $35 million market value of listed equity securities. However, there can be no assurance that the Company's plan will be accepted, or that if it is, the Company will be able to regain compliance. If the Company's plan to regain compliance with the minimum stockholders' equity standard is not accepted, or if it is, and the Company does not regain compliance, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq staff could provide notice that the Company's common stock will become subject to delisting. In the event of delisting, the Company expects that its stock would trade on the OTC Markets.

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 21, 2015	By:  /s/ Alan W. Schoenbart
	Alan W. Schoenbart
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter from Nasdaq to the Company dated August 20, 2015.

EX-99.1

Exhibit 99.1

By Electronic Delivery to:aschoenbart@EchoTX.com	805 King Farm Blvd. Rockville, MD 20850 / USA Nasdaq.com

August 20, 2015

Mr. Alan W.  Schoenbart Chief Financial Officer Echo Therapeutics, Inc.

99 Wood Avenue South, Suite 302

Iselin, NJ 08830

Re: Echo Therapeutics, Inc. (the “Company”) Nasdaq Symbol: ECTE

Dear Mr. Schoenbart:

I am following up on our recent telephone conversation, in which I explained that companies listed on the Nasdaq Capital Market (the “Capital Market”) are required to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing.1Since your Form 10-Q for the period ended June 30, 2015 reported stockholders’ equity of ($1,637,729), and as of August 20, 2015, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer complies with our Listing Rule (the “Rule”).2

Under our Rules the Company has 45 calendar days to submit a plan to regain compliance. If your plan is accepted, we can grant an extension of up to 180 calendar days from the date of this letter to evidence compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an extension. You are encouraged to provide any relevant documentation, including but not limited to financial projections, agreements, offering circulars, letters of intent and contracts and the time line to complete your plan.3The fee for the compliance plan review is $5,000.4Please submit your non-refundable Compliance Plan Review fee in accordance with the instructions provided on the attached “Check Payment Form”.

________________________________

1Listing Rule 5550(b)(1)

2In a situation where an Issuer does not comply with the minimum $2.5 million, shareholders’ equity criteria of the Capital Market, Staff will determine if the Company has a market value of listed securities of $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. For your convenience we have attached a breakdown of the Capital Market’s quantitative continued listing requirements.

3For additional information with respect to compliance plans please see attached “Nasdaq Reference Links” when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.

4Listing Rule 5810(c)(2).

Mr. Alan W. Schoenbart

August 20, 2015

Page 2

In determining whether to accept your plan, we will consider such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures.  Therefore, it would be helpful if your plan addresses each of these points.

Please email the Company’s compliance plan and the copy of the Check Payment Form or wire confirmation to me at darryl.bass@nasdaq.com no later than October 5, 2015. After I review the plan we will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.5

Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet.6 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.7 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.8

Finally, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at https://listingcenter.nasdaq.com. The Company will be included in the list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.

If you have any questions, please contact me at +1 301 978 8062.

________________________________

5See Listing Rule 5815(a).

6Listing Rule 5810(b).

7The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at www.NASDAQ.net.

8Listing IM-5810-1.

Mr. Alan W. Schoenbart

August 20, 2015

Page 3

Sincerely,

Darryl Bass Listing Analyst

Nasdaq Listing Qualifications

Enclosures

NASDAQREFERENCELINKS

Topic	Description
NASDAQ Listing Rules	Allinitialandcontinuedlistingrules
Corporate Governance	Boardcomposition,committeerequirements and shareholderapproval
Fees	FAQ'sListingFees
Frequently Asked Questions (FAQ's)	Topics related to initiallisting and continuedlisting
Hearing Requests & Process	DiscussionoftheNasdaqHearingsprocess
Listing of Additional Shares (LAS)	ExplanationofNasdaq’sListingofAdditionalSharesprocess
Transfer to the Nasdaq Capital Market	ProceduresandapplicationtotransfersecuritiestotheNasdaqCapitalMarket

Access to all Nasdaq listing information and forms can be accessed at the following:

https://listingcenter.nasdaq.com/Home.aspx