SEC Form 4/A · accession 0001140361-15-020797
Echo Therapeutics, Inc. · ECTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Mark Nordlicht
10% Owner
Platinum Management (NY) LLC
10% Owner
Platinum-Montaur Life Sciences, LLC
10% Owner
Period of report
Dec 18, 2014
Accepted (ET)
May 18, 2015 · 8:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001031927
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 18, 2014 | J | 1,052,410 | — | D | 511,273 | I | By Platinum Partners Value Arbitrage Fund L.P. |
| Common StockF1,F2,F4 | Dec 18, 2014 | J | 447,590 | — | D | 272,603 | I | By Platinum Partners Liquid Opportunity Master Fund L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F Preferred StockF1,F3,F5,F6,F7 | — | Dec 18, 2014 | P | 420,168 | A | — | — | Common Stock | 420,168 | 420,168 | I |
| WarrantsF1,F3,F8,F9 | $3.00 | Dec 18, 2014 | P | 1 | A | Jun 19, 2015 | Dec 18, 2019 | Common Stock | 420,168 | 1 | I |
| Series F Preferred StockF1,F2,F3,F5,F6,F7 | — | Dec 18, 2014 | J | 1,052,410 | A | — | — | Common Stock | 1,052,410 | 1,472,578 | I |
| Series F Preferred StockF1,F2,F4,F5,F6,F7 | — | Dec 18, 2014 | J | 447,590 | A | — | — | Common Stock | 447,590 | 447,590 | I |
Explanation of responses
- F1This 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.
- F2On 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.
- F3Securities 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.
- F4Securities 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.
- F5The 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").
- F6The 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.
- F7The 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.
- F8Pursuant 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.
- F9Pursuant 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.