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
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