8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2006

SONTRA MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	000-23017	41-1649949
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

10 Forge Parkway

Franklin, Massachusetts 02038

(Address of principal executive offices) (Zip Code)

(508) 553-8850

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2006, Sontra Medical Corporation (the “Registrant”) issued a press release regarding its financial results for its fiscal second quarter ended June 30, 2006. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished with this Form 8-K:

99.1     Press Release of the Registrant, dated August 11, 2006.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SONTRA MEDICAL CORPORATION
Date: August 11, 2006	By:	/s/ Harry G. Mitchell
		Harry G. Mitchell Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Registrant, dated August 11, 2006.

EX-99.1

Exhibit 99.1

Press Release August 11, 2006

Investor Relations Contacts:   Harry G. Mitchell, CFO 508-530-0311 hmitchell@sontra.com

FOR IMMEDIATE RELEASE

Sontra Medical Reports Second Quarter 2006 Results and Business Update

Franklin, MA – August 11, 2006 — Sontra Medical Corporation (NASDAQ: SONTD) announced financial results today for the second quarter ended June 30, 2006. For the three months ended June 30, 2006, the net loss was $1,610,216, or $.59 per share of common stock, as compared to $1,752,835 or $.79 per share of common stock, for the same period in 2005. For the six months ended June 30, 2006, the net loss was $2,839,404, or $1.12 per share of common stock, as compared to $3,045,462 or $1.37 per share of common stock, for the same period in 2005. As of June 30, 2006, the Company had a total of $3,011,531 in cash and short term investments.

On July 24, 2006, the Company’s Board of Directors approved a 1-for-10 reverse stock split. The reverse stock split was effective at 5:00 p.m. on August 10, 2006, and the Company’s common stock began trading on a split adjusted basis on August 11, 2006. All share and per share information presented herein has been retroactively restated to reflect the reverse stock split.

“We have continued to make steady progress in the development of our continuous glucose monitor for the hospital critical care market,” stated Thomas W. Davison, PhD, Sontra’s President and Chief Executive Officer. “Recently, we reported the completion of the first clinical study to verify the performance of our Continuous Transdermal Glucose Monitor (CTGM) in a 24 hour study on patients with diabetes and healthy volunteers. Our preliminary analysis of results demonstrated that the wireless glucose flux sensor accurately detected transdermal glucose to predict real-time changes in blood glucose levels for the 24 hour period. The primary goals of the study were to validate the design and operation of the wireless sensor and monitor system and collect data sets that will lead to the development of a blood glucose prediction algorithm. We are currently preparing to initiate clinical studies on patients in critical care settings to demonstrate the promise of Sontra’s technology to address the major unmet clinical need for a continuous and non-invasive blood glucose monitor to support intensive insulin therapy.

About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation is a technology leader in transdermal science and is developing a non-invasive, continuous transdermal glucose monitor (“CTGM”) for principal use in the Intensive Care Market. Through its

© 2002 - 2006 Sontra Medical Corporation. All rights reserved worldwide.

Press Release August 11, 2006

platform technology, the SonoPrep^® Permeation System, combined with technical competencies in transdermal drug formulation, analysis, delivery systems and biosensors, the Company is creating a new paradigm in transdermal drug delivery and diagnosis. The CTGM and other company products are being developed for several billion dollar market opportunities, all utilizing skin permeation, chemistry and biosensor technology developed by the Company. In addition, the Company is developing products for transdermal delivery of large molecule drugs and vaccines.

This press release contains forward-looking statements, which address a variety of subjects including, for example, the expected technological advances and availability of the second-generation SonoPrep device, the expected benefits and efficacy of the SonoPrep device in connection with diagnostics, vaccine delivery, glucose monitoring and transdermal drug delivery, Sontra’s expected ability to develop, market and sell products based on its technology, including a continuous transdermal glucose monitor for the hospital ICU market; the expected market opportunities, distribution and market acceptance of the SonoPrep device and technology, the expected size of the market for the continuous transdermal glucose monitor for the hospital ICU; and Sontra’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Such statements are based on our current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: our technology is new and we may experience adverse results in research and development efforts, product development, clinical trials, product evaluations, commercialization efforts, product distribution and market acceptance; markets for our products may develop slower than expected, or not at all; our sales cycle is lengthy and we are still developing sales and marketing strategies which may or may not prove effective; the SonoPrep device may not prove effective in connection with diagnostics, vaccine delivery, glucose monitoring and/or transdermal drug delivery; we may experience difficulties or delays in obtaining regulatory approvals to market products resulting from development efforts or difficulties or delays associated with sources of regulatory-approved transdermal drugs and vaccines; failure to obtain and maintain patent protection for discoveries or commercial limitations imposed by patents owned or controlled by third parties would have an adverse effect on us; we depend upon strategic partners and third-party distributors to develop, commercialize, market and sell products based on our work; and we require substantial additional funding to conduct research and development and to expand commercialization, distribution and marketing activities. For detailed information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Sontra’s filings with the Securities and Exchange Commission, including Sontra’s most recent Quarterly Report on Form 10-QSB. Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

# # #

© 2006 Sontra Medical Corporation. SonoPrep is a registered trademark of Sontra Medical Corporation. All other company, product or service names mentioned herein are the trademarks or registered trademarks of their respective owners.

Press Release August 11, 2006

SONTRA MEDICAL CORPORATION

Consolidated Balance Sheets

	As of,
	June 30, 2006			December 31, 2005
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	711,531		$	1,016,792
Short term investments		2,300,000			3,000,000
Accounts receivable		—			1,129
Inventory, net of reserve for obsolescence		44,509			31,250
Prepaid expenses and other current assets		71,840			65,468
Total current assets		3,127,880			4,114,639
Property and Equipment, at cost:
Computer equipment		248,175			241,324
Office and laboratory equipment		593,576			593,576
Furniture and fixtures		14,288			14,288
Manufacturing equipment		522,796			224,888
Leasehold improvements		177,768			177,768
		1,556,603			1,251,844
Less-Accumulated depreciation and amortization		(981,347	)		(894,658	)
Net property and equipment		575,256			357,186
Other Assets:
Restricted cash		19,949			29,248
Deposits and other assets		2,000			207,012
Total other assets		21,949			236,260
Total assets	$	3,725,085		$	4,708,085
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	225,457		$	210,208
Deferred revenue		19,999			45,000
Current portion of note payable		56,501			53,653
Accrued expenses		321,999			416,936
Total current liabilities		623,956			725,797
Note Payable, net of current portion		120,063			149,043
Commitments
Stockholders’ Equity:
Series A Convertible Preferred Stock, $0.01 par value, authorized 7,000,000 shares, issued and outstanding 73,334 shares at June 30, 2006 and December 31, 2005 (preference in liquidation of $79,201)		79,201			76,291
Common stock, $0.01 par value, authorized 60,000,000 shares, issued and outstanding 2,714,190 shares at June 30, 2006 and 2,226,183 shares at December 31, 2005		27,142			22,262
Additional paid-in capital		34,830,914			32,858,548
Deferred stock-based compensation		—			(4,159	)
Accumulated deficit		(31,956,191	)		(29,119,697	)
Total stockholders’ equity		2,981,066			3,833,245
Total liabilities and stockholders’ equity	$	3,725,085		$	4,708,085

The accompanying notes are an integral part of these consolidated financial statements.

(Reflects 1-for-10 reverse stock split on August 11, 2006)

Press Release August 11, 2006

Sontra Medical Corporation

Consolidated Statements of Loss

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Revenue:
Product revenue	$	12,414		$	32,350		$	26,940		$	148,403
Licensing revenue		12,500			—			25,001			—
Total revenue		24,914			32,350			51,941			148,403
Cost of product revenue		21,777			16,706			52,290			96,859
Gross (loss) profit		3,137			15,644			(349	)		51,544
Operating Expenses:
Research and development		922,884			1,039,495			1,686,243			1,945,796
Selling, general and administrative		725,955			784,967			1,221,015			1,253,775
Total operating expenses		1,648,839			1,824,462			2,907,258			3,199,571
Loss from operations		(1,645,702	)		(1,808,818	)		(2,907,607	)		(3,148,027	)
Other Income (Expense):
Interest income		41,765			59,451			81,083			107,480
Interest expense		(4,816	)		(2,005	)		(9,970	)		(2,005	)
Other income, net		36,949			57,446			71,113			105,475
Net loss		(1,608,753	)		(1,751,372	)		(2,836,494	)		(3,042,552	)
Accretion of dividend on Series A Convertible
Preferred Stock		(1,463	)		(1,463	)		(2,910	)		(2,910	)
Net loss applicable to common shareholders	$	(1,610,216	)	$	(1,752,835	)	$	(2,839,404	)	$	(3,045,462	)
Net loss per common share, basic and diluted	$	(0.59	)	$	(0.79	)	$	(1.12	)	$	(1.37	)
Basic and diluted weighted average common shares outstanding		2,714,021			2,219,230			2,534,678			2,216,214

The accompanying notes are an integral part of these consolidated financial statements.

(Reflects 1-for-10 reverse stock split on August 11, 2006)