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Echo Therapeutics, Inc. 4/A

Accession 0001140361-15-020797

CIK 0001031927operating
View on SEC.govCompany Profile

Filed

May 17, 8:00 PM ET

Accepted

May 18, 8:35 PM ET

Size

31.9 KB

Accession

0001140361-15-020797

Insider Transaction Report

Form 4/AAmended
Period: 2014-12-18
Echo Therapeutics, Inc.ECTE
Nordlicht Mark
10% Owner
Transactions
  • Other

    Common Stock

    2014-12-18−1,052,410→ 511,273 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
  • Other

    Common Stock

    2014-12-18−447,590→ 272,603 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
  • Other

    Series F Preferred Stock

    2014-12-18+447,590→ 447,590 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
    → Common Stock (447,590 underlying)
  • Purchase

    Warrants

    2014-12-18+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    Exercise: $3.00From: 2015-06-19Exp: 2019-12-18→ Common Stock (420,168 underlying)
  • Purchase

    Series F Preferred Stock

    2014-12-18$1.19/sh+420,168$500,000→ 420,168 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (420,168 underlying)
  • Other

    Series F Preferred Stock

    2014-12-18+1,052,410→ 1,472,578 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (1,052,410 underlying)
Platinum Management (NY) LLC
10% Owner
Transactions
  • Purchase

    Series F Preferred Stock

    2014-12-18$1.19/sh+420,168$500,000→ 420,168 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (420,168 underlying)
  • Other

    Common Stock

    2014-12-18−447,590→ 272,603 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
  • Other

    Series F Preferred Stock

    2014-12-18+447,590→ 447,590 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
    → Common Stock (447,590 underlying)
  • Other

    Common Stock

    2014-12-18−1,052,410→ 511,273 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
  • Purchase

    Warrants

    2014-12-18+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    Exercise: $3.00From: 2015-06-19Exp: 2019-12-18→ Common Stock (420,168 underlying)
  • Other

    Series F Preferred Stock

    2014-12-18+1,052,410→ 1,472,578 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (1,052,410 underlying)
Platinum Liquid Opportunity Management (NY) LLC
10% Owner
Transactions
  • Other

    Common Stock

    2014-12-18−447,590→ 272,603 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
  • Other

    Series F Preferred Stock

    2014-12-18+1,052,410→ 1,472,578 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (1,052,410 underlying)
  • Purchase

    Series F Preferred Stock

    2014-12-18$1.19/sh+420,168$500,000→ 420,168 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (420,168 underlying)
  • Purchase

    Warrants

    2014-12-18+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    Exercise: $3.00From: 2015-06-19Exp: 2019-12-18→ Common Stock (420,168 underlying)
  • Other

    Series F Preferred Stock

    2014-12-18+447,590→ 447,590 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
    → Common Stock (447,590 underlying)
  • Other

    Common Stock

    2014-12-18−1,052,410→ 511,273 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Platinum Partners Liquid Opportunity Master Fund L.P.
10% Owner
Transactions
  • Other

    Common Stock

    2014-12-18−1,052,410→ 511,273 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
  • Purchase

    Series F Preferred Stock

    2014-12-18$1.19/sh+420,168$500,000→ 420,168 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (420,168 underlying)
  • Purchase

    Warrants

    2014-12-18+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    Exercise: $3.00From: 2015-06-19Exp: 2019-12-18→ Common Stock (420,168 underlying)
  • Other

    Series F Preferred Stock

    2014-12-18+447,590→ 447,590 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
    → Common Stock (447,590 underlying)
  • Other

    Common Stock

    2014-12-18−447,590→ 272,603 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
  • Other

    Series F Preferred Stock

    2014-12-18+1,052,410→ 1,472,578 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (1,052,410 underlying)
Platinum Partners Value Arbitrage Fund, LP
10% Owner
Transactions
  • Other

    Common Stock

    2014-12-18−447,590→ 272,603 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
  • Other

    Series F Preferred Stock

    2014-12-18+1,052,410→ 1,472,578 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (1,052,410 underlying)
  • Other

    Common Stock

    2014-12-18−1,052,410→ 511,273 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
  • Purchase

    Warrants

    2014-12-18+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    Exercise: $3.00From: 2015-06-19Exp: 2019-12-18→ Common Stock (420,168 underlying)
  • Purchase

    Series F Preferred Stock

    2014-12-18$1.19/sh+420,168$500,000→ 420,168 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (420,168 underlying)
  • Other

    Series F Preferred Stock

    2014-12-18+447,590→ 447,590 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
    → Common Stock (447,590 underlying)
Platinum-Montaur Life Sciences, LLC
10% Owner
Transactions
  • Other

    Common Stock

    2014-12-18−1,052,410→ 511,273 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
  • Other

    Series F Preferred Stock

    2014-12-18+1,052,410→ 1,472,578 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (1,052,410 underlying)
  • Purchase

    Series F Preferred Stock

    2014-12-18$1.19/sh+420,168$500,000→ 420,168 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    → Common Stock (420,168 underlying)
  • Purchase

    Warrants

    2014-12-18+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
    Exercise: $3.00From: 2015-06-19Exp: 2019-12-18→ Common Stock (420,168 underlying)
  • Other

    Series F Preferred Stock

    2014-12-18+447,590→ 447,590 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
    → Common Stock (447,590 underlying)
  • Other

    Common Stock

    2014-12-18−447,590→ 272,603 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Footnotes (9)
  • [F1]This Form 4 is filed jointly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"), Platinum Partners Liquid Opportunity Master Fund L.P. ("PPLO"), Platinum Long Term Growth VII, LLC ("Platinum VII"), Platinum-Montaur Life Sciences, LLC ("Platinum-Montaur"), Platinum Management (NY) LLC ("Platinum Management"), Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management") and Mark Nordlicht (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
  • [F2]On December 18, 2014, the Reporting Persons entered into a Letter Agreement with the Issuer and the members of the Board of Directors of the Issuer (the "Board"). Pursuant to the terms of the Letter Agreement, the Reporting Persons agreed, among other things, to exchange the number of shares of Common Stock owned by them for shares of Series F Preferred Stock, such that the number of shares of Common Stock owned by the Reporting Persons following the exchange shall be less than 9.9% of the then outstanding shares of Common Stock. Accordingly, PPVA and PPLO exchanged 843,526 and 356,474 shares of Common Stock, respectively, for an equivalent number of shares of Series F Preferred Stock.
  • [F3]Securities owned directly by PPVA. Each of Platinum Management, as the Investment Manager of PPVA, and Mark Nordlicht as the Chief Investment Officer of Platinum Management, may be deemed to beneficially own the securities owned directly by PPVA.
  • [F4]Securities owned directly by PPLO. Each of Platinum Liquid Management, as the Investment Manager of PPLO, and Mark Nordlicht as the Chief Investment Officer of Platinum Liquid Management, may be deemed to beneficially own the securities owned directly by PPLO.
  • [F5]The shares of Series F Preferred Stock (the "Preferred Stock") are immediately exercisable. Pursuant to the terms of the Preferred Stock, the number of shares of Common Stock that the Preferred Stock can be converted into is limited, pursuant to the terms of the Preferred Stock, to the number of shares of Common Stock to be issued pursuant to such conversion that would not exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder ("Section 13(d)")) 19.99% of all of the Common Stock outstanding at such time (the "19.99% Preferred Stock Blocker").
  • [F6]The 19.99% Preferred Stock Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Preferred Stock Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Preferred Stock Blocker, with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock.
  • [F7]The Preferred Stock also contains restrictions on conversion such that the holder may not convert the Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d)), in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Preferred Stock Blocker"). The 9.99% Preferred Stock Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Preferred Stock Blocker.
  • [F8]Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 19.99% of all of the Common Stock outstanding at such time (the "19.99% Warrant Blocker"). The 19.99% Warrant Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Warrant Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Warrant Blocker, with regard to any or all shares of Common Stock issuable upon exercise of the Warrant.
  • [F9]Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Warrant Blocker"). The 9.99% Warrant Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Warrant Blocker.

Documents

1 file

Issuer

Echo Therapeutics, Inc.

CIK 0001031927

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001031927

Filing Metadata

Form type
4/A
Filed
May 17, 8:00 PM ET
Accepted
May 18, 8:35 PM ET
Size
31.9 KB
View on SEC.gov