-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IPlsYIB9USlpfOnFDoWmZnVK0Aq5RtTWmZd47t9CaELpbQcOEudAO6Wi8Sz+1NjT w8ldsVBc9BhbItkpx/a/LQ== 0001193125-07-036050.txt : 20070221 0001193125-07-036050.hdr.sgml : 20070221 20070221160517 ACCESSION NUMBER: 0001193125-07-036050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070214 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONTRA MEDICAL CORP CENTRAL INDEX KEY: 0001031927 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411649949 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23017 FILM NUMBER: 07638954 BUSINESS ADDRESS: STREET 1: 10 FORGE PARKWAY CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 508 553-8850 MAIL ADDRESS: STREET 1: 10 FORGE PARKWAY CITY: FRANKLIN STATE: MA ZIP: 02038 FORMER COMPANY: FORMER CONFORMED NAME: CHOICETEL COMMUNICATIONS INC/MN/ DATE OF NAME CHANGE: 20020701 FORMER COMPANY: FORMER CONFORMED NAME: SONTRA MEDICAL CORP DATE OF NAME CHANGE: 20020701 FORMER COMPANY: FORMER CONFORMED NAME: CHOICETEL COMMUNICATIONS INC /MN/ DATE OF NAME CHANGE: 19970625 8-K 1 d8k.htm FORM 8-K Form 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): February 14, 2007

 


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 Number)  

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 14, 2007, the Board of Directors of Sontra Medical Corporation (“Sontra” or the “Company”), elected Walter Witoshkin to the Board of Directors. Mr. Witoshkin was elected pursuant to the Common Stock and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of January 2, 2007, by and among Sontra, Sherbrooke Partners, LLC and additional accredited investors identified in the Purchase Agreement. Mr. Witoshkin invested $5,000 in the Company in connection with the Purchase Agreement. There have been no other transactions and are no currently proposed transactions to which the Company or any of its subsidiaries was or is a party in which Mr. Witoshkin has a material interest, which are required to be disclosed under Item 404(a) of Regulation S-B.

Mr. Witoshkin was appointed to the Compensation Committee of the Board of Directors on February 14, 2007.

In connection with his election, the Company granted to Mr. Witoshkin an option to purchase 50,000 shares of common stock of the Company at an exercise price of $0.62, the closing price of the Company’s common stock on the grant date. The option was fully vested and exercisable upon grant and expires on February 14, 2017.

A press release dated February 21, 2007 announcing Mr. Witoshkin’s election to the Board of Directors is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1   Press Release of the Company, dated February 21, 2007.


SIGNATURE

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: February 21, 2007  
  By:  

/s/ Harry G. Mitchell

    Harry G. Mitchell
    Interim Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Press Release of the Company, dated February 21, 2007.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Sontra Medical Appoints New Board Member

Mr. Witoshkin brings extensive experience from

pharmaceutical, healthcare and biomedical industries

Franklin, MA – February 21, 2007 – Sontra Medical Corporation (SONT.PK) announced today the appointment of Walter Witoshkin to its board of directors.

“I am pleased to be joining the Sontra board,” said Mr. Witoshkin. “I am looking forward to working with the Sontra board and management in further developing Sontra’s intellectual property and business opportunities.”

“On behalf of the entire board, we welcome the addition of Walter Witoshkin,” said Michael Wigley, Chairman of the Board of Directors of Sontra. “His experience with technology, medical device and public companies will be valuable in the Company’s continuing development.”

Mr. Witoshkin is Chairman and Chief Executive Officer of QuantRx Biomedical Corporation (OTCBB: QTXB). A 40-year veteran of the pharmaceutical, healthcare and biomedical industries, Mr. Witoshkin joined QuantRx in 2005. He has held senior executive positions at leading healthcare product and pharmaceutical companies, most recently SmithKline Beecham, now Glaxo SmithKline, where he was Vice President of Business Development and Chief Financial Officer. In 1989, Mr. Witoshkin established Menley & James Laboratories, Inc., after purchasing 32 SmithKline Beecham over-the-counter pharmaceutical and toiletry product brands. Menley & James had its initial public offering in 1992. He earlier held several senior finance positions at American Cyanamid, which became American Home and then Wyeth. Mr. Witoshkin joined QuantRx from Trident Group LLC, global operational consultants to the pharmaceutical and related healthcare industries. As a founding partner of Trident Group, Mr. Witoshkin specialized in alternative sourcing for manufacturing and the acquisition of technologies and products.

About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation, a technology leader in transdermal science, is developing a non-invasive, continuous transdermal glucose monitor (“CTGM”) for use in the Diabetes and Intensive Care Markets. In addition, the Company owns the FDA approved SonoPrep® ultrasound-mediated skin permeation technology, presently used with topical lidocaine to achieve rapid (within five minutes) skin anesthesia. The Company is using SonoPrep and other technical competencies in transdermal drug formulation, delivery systems and biosensors to develop a new paradigm in transdermal drug delivery and diagnosis.

© 2007 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.

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