SEC Connect
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): November 28,
2016
Echo Therapeutics, Inc.
(Exact name of Company as specified in its
charter)
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Delaware
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000-23017
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41-1649949
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(State or other jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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99 Wood Avenue South, Suite 302
Iselin,
NJ
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08830
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(Address of principal executive offices)
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Company’s telephone number, including area code: (732)
201-4194
(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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
4.01.
Changes
in Registrant’s Certifying Accountant.
By
letter dated November 28, 2016, Echo Therapeutics, Inc. (the
“Company”) was informed by its independent registered
public accounting firm, BDO USA, LLP (“BDO”), that BDO
was resigning as the Company’s independent registered public
accounting firm. The Company’s audit committee did not
recommend or approve the resignation.
The
audit reports of BDO on the Company’s financial statements as
of and for the years ended December 31, 2014 and December 31, 2015
did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the audit reports for the years
ended December 31, 2014 and December 31, 2015 contained an
explanatory paragraph regarding the Company’s ability to
continue as a going concern.
During
the years ended December 31, 2014 and December 31, 2015 and for the
subsequent interim periods preceding such resignation, there were
(i) no disagreements with BDO on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved
to the satisfaction of BDO, would have caused BDO to make reference
to the subject matter of the disagreement(s) in connection with its
audit reports on the financial statements for such years, and (ii)
no “reportable events” as that term is defined in Item
304(a)(1)(v) of Regulation S-K, except that the Company’s
internal control over financial reporting was not effective due to
the existence of material weaknesses in the Company’s
internal control over financial reporting. As disclosed in the
Company’s Annual Reports on Form 10-K for the years ended
December 31, 2014 and December 31, 2015, and Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and
September 30, 2016, the Company: (i) lacked sufficient complement
of personnel with the appropriate level of knowledge and experience
in the application of U.S. generally accepted accounting principle,
or GAAP, commensurate with the Company’s financial reporting
requirements. The monitoring of the Company’s accounting and
reporting functions were either not designed and in place or not
operating effectively, and (ii) lacked the quantity of resources to
implement an appropriate level of review controls to properly
evaluate the completeness and accuracy of transactions entered into
by the Company. The Company’s management believes that these
weaknesses are due in part to the small size of its staff and
limited funding which makes it challenging to maintain adequate
disclosure controls. These material weaknesses have not been
remediated as of the date of this Current Report on Form
8-K.
The
Company has provided BDO with a copy of the foregoing disclosures
and has requested that BDO furnish the Company with a letter
addressed to the Securities and Exchange Commission
(“SEC”) stating whether or not BDO agrees with the
statements made herein, each as required by SEC rules, and, if not,
stating the respects in which it does not agree. A copy of
BDO’s letter to the SEC is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Item
9.01.
Financial
Statements and Exhibits
16.1.
Letter of BDO to
the Securities and Exchange Commission, dated December 1,
2016.
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.
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ECHO THERAPEUTICS, INC.
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Dated:
December 1, 2016
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By:
/s/ Alan W.
Schoenbart
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Alan W
Schoenbart
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Interim
Chief Executive Officer
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