FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/11/2013 |
3. Issuer Name and Ticker or Trading Symbol
Echo Therapeutics, Inc. [ ECTE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 452,169 | D(1)(5)(6) | |
Common Stock | 564,538 | D(2)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Convertible Preferred Stock | (7) | (7) | Common Stock | 311,308 | $9.3 | D(3)(5)(6) | |
Series C Convertible Preferred Stock | (7) | (7) | Common Stock | 100,000 | $9.3 | D(2)(5)(6) | |
Series C Convertible Preferred Stock | (7) | (7) | Common Stock | 586,110 | $9.3 | D(4)(5)(6) | |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 100,000 | $10 | D(2)(5)(6) | |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 200,600 | $10 | D(4)(5)(6) | |
Warrants | (8) | 08/31/2017 | Common Stock | 400,000(8) | $20 | D(4)(5)(6) | |
Warrants | (8) | 09/20/2017 | Common Stock | 100,000(8) | $21.3 | D(4)(5)(6) | |
Warrants | (8) | 10/17/2017 | Common Stock | 50,000(8) | $22.7 | D(4)(5)(6) | |
Warrants | (8) | 11/06/2017 | Common Stock | 150,000(8) | $21.1 | D(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects the securities of the issuer owned directly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"). |
2. Reflects the securities of the issuer owned directly by Platinum Partners Liquid Opportunity Master Fund L.P., ("PPLO"). |
3. Reflects the securities of the issuer owned directly by Platinum Long Term Growth VII, LLC ("Platinum VII"). |
4. Reflects the securities of the issuer owned directly by Platinum-Montaur Life Sciences, LLC ("Platinum-Montaur"). |
5. The securities reported herein are held by Platinum VII, PPLO, Platinum-Montaur and PPVA. Platinum VII and Platinum-Montaur are subsidiaries of PPVA (collectively, the "Funds"). Platinum Management (NY) LLC ("Platinum Management") is the investment manager and general partner of PPVA and is the investment manager of Platinum VII and Platinum-Montaur. Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management") is the investment manager of PPLO. Platinum Liquid Opportunity GP LLC is the general partner of PPLO. Mr. Nordlicht and Uri Landesman are the controlling persons of Platinum Management, Platinum Liquid Management and Platinum Liquid Opportunity GP LLC. |
6. Platinum Management, Platinum Liquid Management, Platinum Liquid Opportunity GP LLC, Mark Nordlicht and Uri Landesman may each be deemed to indirectly beneficially own the securities held by the Funds. For purposes of this Form 3, Platinum Management, Platinum Liquid Management, Platinum Liquid Opportunity GP LLC and Messrs. Nordlicht and Landesman each disclaims beneficial ownership of the securities beneficially owned by the Funds, except to the extent of its or his pecuniary interest therein. |
7. The Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are immediately convertible into shares of common stock and do not have expiration dates. |
8. The warrants are immediately exercisable. Pursuant to the terms of the warrants, the number of shares of common stock for which the warrants are exercisable is limited pursuant to the terms of the warrants to that number of shares of common stock which would result in the reporting persons having aggregate beneficial ownership of 4.99% of the total issued and outstanding shares of common stock (the "Ownership Limitation"). The warrants provide that Platinum-Montaur may waive such Ownership Limitation upon 61-days' prior written notice and increase such limitation up to 9.99%, which Platinum-Montaur has not done as of the date of this filing. |
Remarks: |
Uri Landesman, President of Platinum Management (NY) LLC, as general partner of Platinum Partners Value Arbitrage Fund L.P. | 07/22/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |