Echo Therapeutics, Inc. (OTCMKTS:ECTE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2017
, Alan W. Schoenbart
, currently the Company
s Interim Chief Executive Officer and Chief Financial Officer, was appointed by the board of directors of the Company (the “Board”) to serve as Chief Executive Officer of the Company. He will also continue as Chief Financial Officer. Mr. Schoenbart
was also appointed by the Board as a director to serve in Class I to fill a vacancy on the Board. A biography for Mr. Schoenbart
is contained in the Company
s definitive proxy statement filed on April 12, 2016
under the section entitled “Executive Compensation.” As previously disclosed, Mr. Schoenbart
is party to an employment agreement, dated December 29, 2014
, with the Company filed with the Company
s Current Report on Form 8-K on December 30, 2014
. All terms of Mr. Schoenbart
s current employment agreement remain the same.
The Board did not appoint Mr. Schoenbart
to any arrangement or understanding between Mr. Schoenbart
and the Company or any other person or entity, and Mr. Schoenbart
does not have any familial relationship with any director or executive officer of the Company. In addition, there are no transactions between Mr. Schoenbart
and the Company that are required to be disclosed to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with his appointment as Chief Executive Officer, the Company granted to Mr. Schoenbart
an option (“Option”) to purchase 500,000 shares of common stock, par value $.01
per share (“Common Stock”), of the Company to the Company
s 2008 Equity Incentive Plan. The Option has a term of 10 years, an exercise price of $0.16
per share, the closing price of the Common Stock on the date of grant, and vested in full immediately on grant. Mr. Schoenbart
was also granted 100,000 restricted shares of Common Stock to the Company
s 2008 Equity Incentive Plan, which shares vested in full immediately on grant.
On March 21, 2017
, each of Michael M. Goldberg
, M.D. and Shepard M. Goldberg
resigned as members of the Board and all committees thereof effective as of that date, each to pursue other professional interests. Neither Michael Goldberg
s nor Shepard Goldberg
s resignation was the result of any dispute or disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
The Company issued to each of Michael Goldberg
and Shepard Goldberg
an unsecured promissory note, dated March 21, 2017
(collectively, the “Notes”), in the principal amount of $75,000
in payment of director fees owed to each of them by the Company. The Notes bear interest on the unpaid principal balance at a rate equal to fifteen percent (15%) per annum, compounded annually. The Notes are due on March 21, 2019
Also in consideration of their prior service, the Company granted to each of Michael Goldberg
and Shepard Goldberg
25,000 restricted shares of Common Stock, to the Corporation
s 2008 Equity Incentive Plan, which shares vested in full immediately on grant. The Board also determined to extend the exercisability period under any outstanding stock options held by each of the Goldbergs through the original expiration date of each such stock option.
About Echo Therapeutics, Inc. (OTCMKTS:ECTE) Echo Therapeutics, Inc.
is a medical device company. The Company is engaged in developing a non-invasive, wireless continuous glucose monitoring (CGM) system with use in the wearable-health consumer market, diabetes outpatient market and in the hospital setting. The Company operates through the development of transdermal skin permeation and diagnostic medical devices segment. The Company has also developed its needle-free skin preparation device as a platform technology that allows for enhanced skin permeation enabling extraction of analytes, such as glucose, enhanced delivery of topical pharmaceuticals and other applications. The CGM System includes a skin preparation device, transdermal glucose sensor, battery and wireless transmitter. The Company has conducted several human feasibility clinical studies with its CGM System in healthy subjects, diabetics and critically ill patients, as well as a clinical study at several hospitals in the United States
. Echo Therapeutics, Inc. (OTCMKTS:ECTE) Recent Trading Information Echo Therapeutics, Inc.
(OTCMKTS:ECTE) closed its last trading session down -0.003 at 0.162 with 313,339 shares trading hands.
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