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): March 16, 2006

SONTRA MEDICAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Minnesota 000-23017 41-1649949

(State or Other Jurisdiction (Commission File Number) (IRS Employer

of Incorporation) 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:

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

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

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

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

Item 2.02Results of Operations and Financial Condition.

On March 16, 2006, Sontra Medical Corporation (the “Registrant”) issued a press release regarding its financial results for its fiscal fourth quarter and fiscal year ended December 31, 2005. 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 9.01Financial Statements and Exhibits.

(d)   Exhibits

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

99.1   Press Release of the Registrant, dated March 16, 2006.

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

By: /s/ Sean F. Moran

Date: March 16, 2006Sean F. Moran

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1   Press Release of the Registrant, dated March 16, 2006.

EX-99.1

FOR IMMEDIATE RELEASE

Sontra Medical Reports Fourth Quarter and Fiscal Year 2005 Results and Business Update

Franklin, MA - March 16, 2006 -- Sontra Medical Corporation (NASDAQ: SONT)announced today financial results for the fourth quarter and fiscal year ended December 31, 2005. For the three months ended December 31, 2005, the net loss applicable to common stockholders was $1,187,000, or $.05 per share, as compared to $1,663,000 or $.08 per share, for the same period in 2004. For the year ended December 31, 2005, the net loss applicable to common stockholders was $5,743,000, or $.26 per share, as compared to $5,774,000, or $.34 per share, in 2004. The Company ended the year with a total of $4,017,000 in cash and short term investments. On March 7, 2006, the Company completed an equity financing that raised $1.6 million. The Company expects that its cash on hand at December 31, 2005, combined with proceeds from the financing completed in March 2006, will be sufficient to fund operations through at least January 2007.

Recent Product Highlights:

Continuous Transdermal Glucose Monitoring System

·   Optimizing performance of telemetry-based glucose flux biosensor and wireless meter.

·   Designed clinical protocols for hospital intensive care unit (ICU) product; human trials to commence in April 2006.

·   Developing portable, low cost 3^rd Generation SonoPrep® skin permeation device for diabetes home testing market.

·   Achieved ISO 13485 Quality Management System certification for SonoPrep.

SonoPrep and Procedure Tray for Topical Lidocaine

·   Developed low cost topical lidocaine gel for use with SonoPrep procedure tray.

·   Introduced Generation 1.75 SonoPrep skin permeation device.

·   Completed 2^nd Generation SonoPrep device; commercial launch scheduled for April 2006.

Other SonoPrep Product Applications

·   Formed research alliance with HortResearch for evaluating SonoPrep in sports performance monitoring applications.

·   Awarded research grant from U.S Army for SonoPrep enabled transdermal delivery of dengue vaccine.

“We have focused a majority of our resources on optimizing the performance of our continuous transdermal glucose monitor for the hospital ICU market,” stated Thomas W. Davison, PhD, Sontra’s President and Chief Executive Officer. “The first fully functional transdermal glucose monitors have been built and are functioning as anticipated in in-house clinical tests that will lead extensive clinical testing in the coming months. We have designed human clinical trials and obtained IRB approvals and expect clinical trials to commence during the second quarter of 2006. Intensive insulin therapy and frequent blood glucose testing to maintain tight glycemic control is one of the most exciting new trends in critical care medicine. The enormous clinical benefits include reducing mortality and severe complications by up to 50%. These benefits, combined with significant cost savings that come from reduced length of stay and less intervention, are expected to create a new market for critical care continuous glucose monitors that we estimate will exceed $1 billion.”

Conference Call Information

Sontra will host a live conference call and listen-only Webcast on Thursday, March 16, 2006 at 11 a.m. ET to provide a business update and discuss its fourth quarter and fiscal year 2005 financial results.

To participate in the conference call, please dial: 1-973-409-9259.

A listen-only Webcast and replay of the conference call are available at www.sontra.com

About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation is a technology leader in transdermal science. Sontra’s SonoPrep ultrasound-mediated skin permeation technology combined with technical competencies in transdermal drug formulation, delivery systems and biosensors is creating a new paradigm in transdermal drug delivery and diagnosis. The SonoPrep technology is being developed for several billion dollar market opportunities, including continuous glucose monitoring and the transdermal delivery of large molecule drugs and vaccines. Sontra is currently marketing the SonoPrep device and procedure tray for use with topical lidocaine to achieve rapid (within five minutes) skin anesthesia.

Investor Relations Contact:

Sean Moran, Sontra Medical CFO

508-530-0334

© 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.

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 Annual Report on Form 10-KSB. 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.

# # #

SONTRA MEDICAL CORPORATION
Consolidated Statements of Loss
	For the Years Ended						For the Three Months Ended
	December 31,						December 31,
	2005			2004			2005			2004
Revenue:
Product revenue	$	170,660		$	33,565		$	1,642		$	18,811
Licensing revenue		5,000			-			5,000			-
Total revenue		175,660			33,565			6,642			18,811
Cost of product revenue		251,482			16,680			5,414			10,356
Gross (loss) profit		(75,822	)		16,885			1,228			8,455
Operating Expenses:
Research and development		3,794,888			3,039,450			851,067			974,665
Selling, general and administrative		2,055,833			2,423,806			374,492			731,845
Total operating expenses		5,850,721			5,463,256			1,225,559			1,706,510
Loss from operations		(5,926,543	)		(5,446,371	)		(1,224,331	)		(1,698,055	)
Other income (expense), net
Interest income		207,699			86,189			44,548			36,929
Interest expense		(18,292	)		-			(5,483	)		-
Other income, net		189,407			86,189			39,065			36,929
Net loss		(5,737,136	)		(5,360,182	)		(1,185,266	)		(1,661,126	)
Accretion of dividend and beneficial conversion feature
on Series A Convertible Preferred Stock		(5,867	)		(413,901	)		(1,478	)		(1,449	)
Net loss applicable to common shareholders	$	(5,743,003	)	$	(5,774,083	)	$	(1,186,744	)	$	(1,662,575	)
Net loss per common share, basic and diluted	$	(0.26	)	$	(0.34	)	$	(0.05	)	$	(0.08	)
Basic and diluted weighted average common shares outstanding		22,205,025			16,763,798			22,260,449			19,840,477

SONTRA MEDICAL CORPORATION
Consolidated Balance Sheets
	As of December 31,
	2005			2004
ASSETS
Current Assets:
Cash and cash equivalents	$	1,016,792		$	2,565,244
Short term investments		3,000,000			6,950,000
Accounts receivable		1,129			16,821
Legal settlement receivable		-			250,000
Inventory, net of reserve for obsolescence		31,250			152,642
Prepaid expenses and other current assets		65,468			69,492
Total current assets		4,114,639			10,004,199
Property and Equipment, at cost:
Computer equipment		241,324			206,970
Office and laboratory equipment		593,576			492,377
Furniture and fixtures		14,288			14,288
Manufacturing equipment		224,888			182,210
Leasehold improvements		177,768			174,698
		1,251,844			1,070,543
Less-accumulated depreciation and amortization		(894,658	)		(655,242	)
Net property and equipment		357,186			415,301
Other Assets:
Restricted cash		29,248			38,997
Deposits and other assets		207,012			2,000
Total other assets		236,260			40,997
Total assets	$	4,708,085		$	10,460,497
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	210,208		$	358,530
Deferred revenue		45,000			-
Current portion of note payable		53,653			-
Accrued expenses		416,936			759,051
Total current liabilities		725,797			1,117,581
Note Payable, net of current portion		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 December 31, 2005 and 2004
(preference in liquidation of $76,291)		76,291			76,291
Common stock, $0.01 par value, authorized 60,000,000 shares, issued and outstanding
22,261,830 shares at December 31, 2005 and 21,935,732 shares at December 31, 2004		222,618			219,358
Additional paid-in capital		32,658,192			32,674,740
Deferred stock-based compensation		(4,159	)		(244,912	)
Accumulated deficit		(29,119,697	)		(23,382,561	)
Total stockholders' equity		3,833,245			9,342,916
Total liabilities and stockholders' equity	$	4,708,085		$	10,460,497