##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008.
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number: 000-23017
 
 ECHO THERAPEUTICS, INC.
 (Exact name of registrant as specified
in its charter)
 
 Delaware
(State or other jurisdiction of incorporation or organization)
    
    41-1649949
(I.R.S. Employer Identification Number)10 Forge Parkway, Franklin, MA
(Address of principal executive offices)
    
    02038
(Zip code)
 (508) 553-8850
(Registrants telephone number, including area code)
 (Former
name, former address and former fiscal year, if changed since last report)
 
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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##### 



FORM 10-Q INDEX
 PageNumberPART I. FINANCIAL INFORMATION
    
    2Item 1. Consolidated Financial Statements
    
    2Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007
    
    2Consolidated Statements of Operations for three and six months ended June 30, 2008 and 2007
    
    3Consolidated Statements of Cash Flows for six months ended June 30, 2008 and 2007
    
    4Notes to Consolidated Financial Statements (Unaudited)
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    15Item 4T. Controls and Procedures
    
    22PART II. OTHER INFORMATION
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    22Item 6. Exhibits
    
    23SIGNATURES
    
    24Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Certification of the Chief Operating Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Certification of the Chief Operating Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements.
 
 Echo Therapeutics, Inc.
(Formerly Sontra Medical Corporation)
Consolidated Balance Sheets
 As of,June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,315,901
    
    
    $
    1,193,163Prepaid expenses and other current assets
    
    
    63,309
    
    
    
    25,263Total current assets
    
    
    1,379,210
    
    
    
    1,218,426Property and Equipment, at cost:Computer equipment
    
    
    240,207
    
    
    
    233,946Office and laboratory equipment
    
    
    607,193
    
    
    
    588,498Furniture and fixtures
    
    
    14,288
    
    
    
    14,288Manufacturing equipment
    
    
    129,320
    
    
    
    197,888Leasehold improvements
    
    
    177,768
    
    
    
    177,7681,168,776
    
    
    
    1,212,388Less-Accumulated depreciation and amortization
    
    
    (1,075,131
    )
    
    
    (1,100,507
    )Net property and equipment
    
    
    93,645
    
    
    
    111,881Other Assets:Restricted cash
    
    
    10,250
    
    
    
    10,250Intangible assets, net of accumulated amortization
    
    
    9,886,320
    
    
    
    9,945,486Deferred financing costs, net of amortization
    
    
    519,058
    
    
    
    Deposits and other assets
    
    
    2,000
    
    
    
    2,000Total other assets
    
    
    10,417,628
    
    
    
    9,957,736Total assets
    
    $
    11,890,483
    
    
    $
    11,288,043LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    425,965
    
    
    $
    382,308Current portion of notes payable, net of discounts
    
    
    1,784,113
    
    
    
    386,458Accrued expenses
    
    
    711,608
    
    
    
    451,136Total current liabilities
    
    
    2,921,686
    
    
    
    1,219,902Notes Payable, net of current portion and discounts
    
    
    1,816,505
    
    
    
    CommitmentsStockholders Equity:Series A Convertible Preferred Stock, $0.01 par value, authorized 10,000,000 and
7,000,000 shares, none issued and outstanding at June 30, 2008 and
December 31, 2007, respectively
    
    
    
    
    
    
    Common stock, $0.01 par value, authorized 60,000,000 shares, issued and outstanding
18,742,468 shares and 17,870,804 shares at June 30, 2008 and December 31, 2007,
respectively
    
    
    187,427
    
    
    
    178,710Additional paid-in capital
    
    
    60,937,361
    
    
    
    57,575,593Accumulated deficit
    
    
    (53,972,496
    )
    
    
    (47,686,162
    )Total stockholders equity
    
    
    7,152,292
    
    
    
    10,068,141Total liabilities and stockholders equity
    
    $
    11,890,483
    
    
    $
    11,288,043
 The
accompanying notes are an integral part of these consolidated financial statements.
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Echo
Therapeutics, Inc. (Formerly
Sontra Medical Corporation) Consolidated
Statements of Operations
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue:Product revenue
    
    $
    
    
    
    $
    2,353
    
    
    $
    
    
    
    $
    12,120Licensing revenue
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    25,000Total revenue
    
    
    
    
    
    
    14,853
    
    
    
    
    
    
    
    37,120Operating Expenses:Cost of product revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,556Research and development
    
    
    771,699
    
    
    
    340,488
    
    
    
    1,541,906
    
    
    
    600,093Selling, general and administrative
    
    
    1,213,966
    
    
    
    692,475
    
    
    
    2,404,384
    
    
    
    1,044,415Total operating expenses
    
    
    1,985,665
    
    
    
    1,032,963
    
    
    
    3,946,290
    
    
    
    1,646,064Loss from operations
    
    
    (1,985,665
    )
    
    
    (1,018,110
    )
    
    
    (3,946,290
    )
    
    
    (1,608,944
    )Other Income (Expense):Interest income
    
    
    6,607
    
    
    
    7,580
    
    
    
    17,075
    
    
    
    13,906Interest expense
    
    
    (278,157
    )
    
    
    (3,699
    )
    
    
    (558,390
    )
    
    
    (6,157
    )Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (1,212,013
    )
    
    
    Derivatives loss
    
    
    (48,018
    )
    
    
    
    
    
    
    (586,716
    )
    
    
    Other income (expense), net
    
    
    (319,568
    )
    
    
    3,881
    
    
    
    (2,340,044
    )
    
    
    7,749Net loss
    
    
    (2,305,233
    )
    
    
    (1,014,229
    )
    
    
    (6,286,334
    )
    
    
    (1,601,195
    )Accretion of dividend on Series A Convertible
Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (483
    )Net loss applicable to common shareholders
    
    $
    (2,305,233
    )
    
    $
    (1,014,229
    )
    
    $
    (6,286,334
    )
    
    $
    (1,601,678
    )Net loss per common share, basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.11
    )
    
    $
    (0.34
    )
    
    $
    (0.19
    )Basic and diluted weighted average common shares outstanding
    
    
    18,543,955
    
    
    
    9,638,869
    
    
    
    18,429,319
    
    
    
    8,415,572
 The
accompanying notes are an integral part of these consolidated financial statements.
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Echo
Therapeutics, Inc.
(Formerly Sontra Medical Corporation)
Consolidated Statements of Cash Flows
(Unaudited)
 Six Months EndedJune 30,2008
    
    
    2007Cash Flows From Operating Activities:Net loss
    
    $
    (6,286,334
    )
    
    $
    (1,601,195
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    102,358
    
    
    
    60,299Share-based compensation
    
    
    990,183
    
    
    
    510,848Fair value of common stock and warrants issued for services
    
    
    353,610
    
    
    
    Derivative loss
    
    
    586,716
    
    
    
    Loss on extinguishment of debt
    
    
    1,212,013
    
    
    
    Non-cash interest expense
    
    
    502,451
    
    
    
    Changes in assets and liabilities:Inventory
    
    
    
    
    
    
    1,556Prepaid expenses and other current assets
    
    
    (38,046
    )
    
    
    (56,112
    )Accounts payable
    
    
    43,657
    
    
    
    86,041Deferred revenue
    
    
    
    
    
    
    (25,000
    )Accrued expenses
    
    
    299,315
    
    
    
    90,499Net cash used in operating activities
    
    
    (2,234,077
    )
    
    
    (933,064
    )Cash Flows from Investing Activities:Purchase of property and equipment
    
    
    (24,956
    )
    
    
    Decrease (Increase) in restricted cash
    
    
    
    
    
    
    9,699Net cash used in investing activities
    
    
    (24,956
    )
    
    
    9,699Cash Flows From Financing ActivitiesRepurchase of Series A preferred stock
    
    
    
    
    
    
    (73,334
    )Proceeds from the sale of common stock, net of expenses
    
    
    
    
    
    
    1,724,969Proceeds from Senior Convertible Notes and Warrants
    
    
    700,000
    
    
    
    Proceeds from Secured Notes and Warrants
    
    
    2,000,000
    
    
    
    Deferred financing costs
    
    
    (432,309
    )
    
    
    Payments on equipment note payable
    
    
    
    
    
    
    (59,287
    )Proceeds from the exercise of warrants
    
    
    114,080
    
    
    
    30,187Net cash provided by financing activities
    
    
    2,381,771
    
    
    
    1,622,535Net Increase in Cash and Cash Equivalents
    
    
    122,738
    
    
    
    699,170Cash and Cash Equivalents, beginning of period
    
    $
    1,193,163
    
    
    $
    559,017Cash and Cash Equivalents, end of period
    
    $
    1,315,901
    
    
    $
    1,258,187Supplemental Disclosure of Cash Flow Information and Non Cash Financing
Transactions:Cash paid for interest
    
    $
    9,459
    
    
    $
    2,765Accretion of dividend on Series A Convertible Preferred Stock
    
    $
    
    
    
    $
    483Common stock issued for dividends on Series A Convertible Preferred Stock
    
    $
    
    
    
    $
    3,440Common stock issued for conversion of Senior Convertible Notes and accrued
interest
    
    $
    52,041
    
    
    $
    Fair value of common stock issued for financing costs
    
    $
    
    
    
    $
    103,572Fair value of common stock issued for deferred financing costs
    
    $
    185,668
    
    
    $
    Beneficial conversion feature on Senior Convertible Notes
    
    $
    121,320
    
    
    $
    Fair value of warrants issued in connection with Senior Convertible Notes
included in extinguishment loss
    
    $
    626,480
    
    
    $
    Adjustment to fair value of Bridge Notes exchanged for Senior Convertible
notes
included in extinguishment loss
    
    $
    585,533
    
    
    $
    Intrinsic value of the conversion feature of the Bridge Notes when converted
to
Senior Convertible Notes recorded as a reduction of additional paid-in capital
    
    $
    212,328
    
    
    $
    Relative fair value of warrants issued with Secured Notes
    
    $
    219,838
    
    
    $
    Reclassification of derivative liability to additional paid-in capital
    
    $
    919,593
    
    
    $
    
 The accompanying notes are an integral part of these consolidated financial statements.
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ECHO THERAPEUTICS, INC.
(Formerly Sontra Medical Corporation)
Notes to Consolidated Financial Statements
Period Ended June 30, 2008
(Unaudited)
 (1) ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN
 Organization and Basis of Presentation
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(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Use of Estimates
  Intangible Assets and Other Long-Lived Assets
  Accounting for the Impairment and Disposal of Long-Lived
Assets
   Share-Based Payments
   Derivative Instruments
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Reclassifications
  Recent Accounting Pronouncements
 Fair Value Measurements.
 The Fair Value Option for Financial Assets
and Financial Liabilities Including an Amendment of FASB Statement
No. 115
 Business
Combinations
 Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.
 (3) ACQUISITION OF DURHAM PHARMACEUTICALS LTD.
 , 
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
 (4) INTANGIBLE ASSETS
  Estimated
    
    
    
    
    
    
    AccumulatedLife
    
    
    Cost
    
    
    Amortization
    
    
    NetContract related intangible asset:Cato Research discounted contract
    
    3 years
    
    $
    355,000
    
    
    $
    93,680
    
    
    $
    261,320Technology related intangible assets:Patent for the AzoneTS-based product
candidates and formulation
    
    9 years
    
    
    1,305,000
    
    
    
    
    
    
    
    1,305,000Drug Master Files containing formulation,
clinical and safety documentation used by
the FDA
    
    9 years
    
    
    1,500,000
    
    
    
    
    
    
    
    1,500,000Two(2) in-process Durhalieve-related
pharmaceutical products
    
    9 years
    
    
    6,820,000
    
    
    
    
    
    
    
    6,820,000Total technology related intangible assets
    
    
    
    
    
    
    9,625,000
    
    
    
    Total
    
    
    
    
    
    $
    9,980,000
    
    
    $
    93,680
    
    
    $
    9,886,320
  (5) NOTES PAYABLE
  June 30,
    
    
    December 31,2008
    
    
    2007Senior Secured Notes
    
    $
    2,209,426
    
    
    $
    Unamortized discounts
    
    
    (425,313
    )
    
    
    1,784,113
    
    
    
    Senior Convertible Notes
    
    
    2,309,231
    
    
    
    Unamortized discount
    
    
    (492,726
    )
    
    
    1,816,505
    
    
    
    Senior Promissory Bridge Notes
    
    
    
    
    
    
    1,325,000Unamortized discount
    
    
    
    
    
    
    (938,542
    )
    
    
    
    386,458Total notes payable
    
    
    3,600,618
    
    
    
    386,458Less current portion of notes payable
    
    
    1,784,113
    
    
    
    386,458Notes payable, net of current portion
    
    $
    1,816,505
    
    
    $
    
 2008 Senior Secured Note and Warrant Financing
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2007 and 2008 Senior Promissory Bridge Notes and Senior Convertible Notes
      Debtors Accounting for a
Modification or Exchange of Debt Instruments
 10




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(6) Fair Values of Assets and Liabilities
 Fair Value Measurements
       11




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Six Monthsended June 30,2008Balance as of January 1, 2008
    
    $
    Total realized / unrealized loss
included in net loss
    
    
    17,349
    (1)Purchases, sales, issuances
and settlements
    
    
    902,244Reclassification to equity
    
    
    (919,593
    )Balance as of June 30, 2008
    
    $
    Change in unrealized gains/(losses)
relating to instruments
at the reporting date
    
    $
    
 
 (1)
    
    Included in derivative loss on the statement of operations for the six months ended June 30, 2008.  (7) COMMON STOCK
  Exercise of Warrants
  Restricted Common Stock issued for Services
  (8) STOCK OPTION PLANS
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Share-Based Compensation
    2008
    
    2007Risk-free interest rate
    
    3.99%
    
    4.72%Expected dividend yield
    
    
    
    
    Expected term (employee / director grants)
    
    6.75 years
    
    6.75 yearsForfeiture rate (excluding fully vested options)
    
    39%
    
    38%Expected volatility
    
    154%  157%
    
    118%  163
  Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at January 1, 2008
    
    
    4,066,271
    
    
    $
    1.99Granted
    
    
    265,000
    
    
    
    1.52Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    (183,334
    )
    
    
    1.58Outstanding at June 30, 2008
    
    
    4,147,937
    
    
    $
    1.98
    
    
    9.23 years
    
    $
    1,673,233Exercisable at June 30, 2008
    
    
    1,755,851
    
    
    $
    2.24
    
    
    9.02 years
    
    $
    894,982
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Restricted Stock Grants
  Weighted-AverageNonvested Shares
    
    Shares
    
    Grant-Date Fair ValueNonvested at January 1, 2008
    
    
    16,875
    
    
    $
    1.77Granted
    
    
    125,000
    
    
    
    1.76Vested
    
    
    (125,000
    )
    
    
    1.76Forfeited
    
    
    (11,250
    )
    
    
    1.77Nonvested at June 30, 2008
    
    
    5,625
    
    
    $
    1.77
   (9) WARRANTS
  Number ofShares
    
    
    Exercise
    
    
    Date ofExercisable
    
    
    Price
    
    
    ExpirationIssued to investors in private placement
    
    
    501,200
    
    
    $
    15.00
    
    
    
    9/15-10/15/2008Issued to placement agent in private placement
    
    
    41,059
    
    
    $
    12.00
    
    
    
    9/15-10/15/2008Issued to investors and placement agent in private placement
    
    
    118,620
    
    
    $
    24.50
    
    
    
    12/8-10/15/2009Issued to investor in former subsidiary
    
    
    15,000
    
    
    $
    50.00
    
    
    
    2/23/2010Issued to investors and placement agent in private placement
    
    
    476,829
    
    
    $
    5.80
    
    
    
    3/16/2016Issued to investors in private placement
    
    
    611,250
    
    
    $
    0.21
    
    
    
    1/30/09Issued to investors and placement agent in private placement
    
    
    599,250
    
    
    $
    1.40
    
    
    
    6/15-7/16/2012Issued to financial advisor
    
    
    60,000
    
    
    $
    1.61
    
    
    
    7/25/2012Issued to financial advisor in connection with an acquisition
    
    
    425,000
    
    
    $
    2.26
    
    
    
    9/14/2012Issued to financial advisor
    
    
    175,013
    
    
    $
    1.49
    
    
    
    2/11/2013Issued to Senior Convertible Note holders
    
    
    849,059
    
    
    $
    1.69
    
    
    
    2/11/2013Issued to Secured Note holders
    
    
    634,920
    
    
    $
    2.00
    
    
    
    3/14/2013Issued to consultant
    
    
    25,000
    
    
    $
    2.50
    
    
    
    3/25/2010Issued to consultant
    
    
    80,000
    
    
    $
    2.50
    
    
    
    3/25/2013Total
    
    
    4,612,201Weighted average exercise price
    
    
    
    
    
    $
    4.27Weighted average duration in years
    
    
    
    
    
    
    
    
    
    3.15 years
 Issuances to Consultants
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Issuance of Warrants for Financing
  (10) RIGHT OF FIRST OFFER AGREEMENT
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following discussion of our consolidated financial condition and results of operations
should be read in conjunction with the financial statements and the related notes thereto included
in the Companys Form 10-KSB for the year ended December 31, 2007 and elsewhere in this Form 10-Q.
The matters discussed herein contain forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, which involve risks and uncertainties. All statements other than statements of
historical information provided herein may be deemed to be forward-looking statements. Without
limiting the foregoing, the words believes, anticipates, plans, expects and similar
expressions are intended to identify forward-looking statements. The factors that could cause
actual future results to differ materially from current expectations include, but are not limited
to, risks related to regulatory approvals and the success of our ongoing studies, including the
efficacy of our Symphony tCGM System, the failure of future development and preliminary marketing
efforts related to our tCGM system, risks and uncertainties relating to our ability to develop,
market and sell diagnostic products based on our skin permeation platform technologies, including
the Prelude SkinPrep System, the availability of substantial additional equity or debt capital to
support our research, development and product commercialization activities, the success of our
research, development, and regulatory approval, marketing and distribution plans and strategies,
including those plans and strategies related to our tCGM System and those discussed in Risk
Factors in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 and
elsewhere in this report and the risks discussed in our other filings with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements, which reflect
managements analysis, judgment, belief or expectation only as of the date hereof. We undertake no
obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof.
 Overview
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®
  Strategic Acquisition of Durham Pharmaceuticals Ltd.
  
   Results of Operations
  16




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Comparison of the six months ended June 30, 2008 and 2007
 Licensing Revenue
 Product Revenue and Cost of Product Revenue
 Research and Development Expenses
 Selling, General and Administrative Expenses
 Other Income (Expense)
   Derivative Loss  Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock.
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Loss on Extinguishment of Debt  Debtors
Accounting for a Modification or Exchange of Debt Instruments,
 Net Loss
 Comparison of the three months ended June 30, 2008 and 2007
 Licensing Revenue 
 Product Revenue and Cost of Product Revenue 
 Research and Development Expenses 
 Selling, General and Administrative Expenses 
 Other Income (Expense) 
  18




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Derivative Loss 
 Net Loss
 Liquidity and Capital Resources
       Senior Convertible Notes 
  19




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2008 Secured Note and Warrant Financing
       20




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
    
    our ability to obtain funding from third parties, including any future collaborative
partners, on reasonable terms;
    
    our progress on research and development programs;
    
    the time and costs required to gain regulatory approvals;
    
    the costs of manufacturing, marketing and distributing our products, if successfully
developed and approved;
    
    the costs of filing, prosecuting and enforcing patents, patent applications, patent
claims and trademarks;
    
    the status of competing products; and
    
    the market acceptance and third-party reimbursement of our products, if successfully
developed and approved.
 Strategic Product Development Agreement with Cato Research 
 21




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##### Table of Contents



Dermatology Product Candidate Agreement with Cato BioVentures  
 
 Item 4T. Controls and Procedures.
 Disclosure Controls and Procedures.
 Internal Control over Financial Reporting.
 
 PART IIOTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   
 Item 4. Submission of Matters to a Vote of Security Holders.
      22




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##### Table of Contents



VOTES
    
    VOTES
    
    VOTES
    
    
    
    
    
    BROKERFOR
    
    WITHHELD
    
    AGAINST
    
    ABSTENTIONS
    
    NON-VOTESElection of directorsVincent D. Enright
    
    
    13,056,813
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Robert S. Langer, Sc.D.
    
    
    13,072,053
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Patrick T. Mooney, M.D.
    
    
    13,072,053
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Shawn K. Singh, J.D.
    
    
    13,056,863
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Walter W. Witoshkin
    
    
    13,071,843
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Reincorporation in Delaware
    
    
    11,393,143
    
    
    
    0
    
    
    
    9,055
    
    
    
    237,930
    
    
    
    02008 Equity Incentive Plan
    
    
    11,220,865
    
    
    
    0
    
    
    
    166,978
    
    
    
    252,285
    
    
    
    0Ratify Wolf & Company
    
    
    13,063,989
    
    
    
    0
    
    
    
    24,142
    
    
    
    242,876
    
    
    
    0
 
 Item 6. Exhibits.
  23




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##### Table of Contents



SIGNATURES
  ECHO THERAPEUTICS, INC.Date:  August 14, 2008
    By:
    /s/ Patrick T. Mooney, M.D.Patrick T. Mooney, M.D.Chief Executive Officer and Chairman of the BoardBy:
    /s/ Harry G. Mitchell, CPAHarry G. Mitchell, CPAChief Operating Officer, Chief Financial Officer
and Treasurer 24




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    

    Item.2.1
    
    
    Agreement and Plan of Merger, dated June 9, 2008, between Echo Therapeutics, Inc., a Minnesota
corporation, and Echo Therapeutics, Inc., a Delaware corporation, is incorporated herein by reference
to Exhibit 2.1 of the Companys Current Report on Form 8-K dated June 9, 2008.2.2
    
    
    Certificate of Ownership and Merger merging Echo Therapeutics, Inc., a Minnesota corporation, with and
into Echo Therapeutics, Inc., a Delaware corporation, is incorporated herein by reference to Exhibit
2.2 of the Companys Current Report on Form 8-K dated June 9, 2008.2.3
    
    
    Articles of Merger merging Echo Therapeutics, Inc., a Minnesota corporation, with and into Echo
Therapeutics, Inc., a Delaware corporation, is incorporated herein by reference to Exhibit 2.3 of the
Companys Current Report on Form 8-K dated June 9, 2008.3.1
    
    
    Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 of the
Companys Current Report on Form 8-K dated June 9, 2008.3.2
    
    
    Bylaws of the Company is incorporated herein
 by reference to Exhibit 3.2 of the Companys Current
Report on Form 8-K dated June 9, 2008.10.1
    
    
    Dermatology Product Candidate Right of First Offer Agreement is incorporated herein by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K dated April 25, 2008.10.2
    
    
    Amendment No. 1 to Registration
Rights Agreement between the Company and Imperium Master Fund, Ltd. is
incorporated herein by reference to Exhibit 10.1 to the Companys
 Current Report on Form 8-K dated May
15, 2008.31.1
    
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Operating Officer and Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Operating Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 25