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ECHO THERAPEUTICS : Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders (form 8-K)

09/30/2015 | 01:32pm US/Eastern

Item 3.02 Unregistered Sales of Securities.

On September 24, 2015, Echo Therapeutics, Inc. (the "Company") entered into subscription agreements with Platinum Partners, Beijing Yi Tang Bio Science & Technology, Ltd., and RPSMSS, LLC, respectively to provide gross proceeds of $316,500 to the Company, or $150,000, $150,000 and $16,500, respectively, in exchange for 100,000, 100,000, and 11,000 shares, respectively of our Series F Preferred Stock with 5 year warrants to purchase the same amount of our Common Stock at an exercise price of $3.00 per share, respectively. We deemed the offer, sale and issuance of these securities to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, relative to transactions by an issuer not involving a public offering. The purchaser of the securities represented to us that it was an accredited investor and was acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchaser received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.

         Item 3.03  Material Modification of Rights of Security Holders.

In connection with the aforementioned subscription agreements, the Company provided the subscriber with the right for the period of one year, at the subscriber's option, to convert all or any part of the shares of Series F Preferred Stock and warrants purchased into the securities issued in a future financing that yields gross proceeds to the Company of at least $2,000,000. This right will pertain to both the securities issued in this offering or for those obtained in the previous December 18, 2014 offering in which they participated. Additionally for a period of two years, subscriber will have the right to participate in all financings of the Company such that they maintain their current ownership percentage in the Company.


© Edgar Online, source Glimpses

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