MINNESOTA
|
41-1649949
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
10
Forge Parkway, Franklin, Massachusetts
|
02038
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Item
|
Page
|
||||
PART
I
|
|||||
1.
|
2
|
||||
2.
|
10
|
||||
3.
|
10
|
||||
4.
|
|||||
|
PART
II
|
|
|||
5.
|
11
|
||||
6.
|
12
|
||||
7.
|
22
|
||||
8.
|
41
|
||||
8A.
|
41
|
||||
8B.
|
41
|
||||
|
PART
III
|
|
|||
9.
|
42
|
||||
10.
|
42
|
||||
11.
|
42
|
||||
12.
|
42
|
||||
13.
|
43
|
||||
14.
|
43
|
Bruce
R. Bistrian, M.D., Ph.D.
|
Chief
of Clinical Nutrition, Beth Israel Deaconess Medical Center,
and
Professor, Harvard Medical School
|
Peter
A. Burke, M.D.
|
Chief
of Critical Care Section, Surgery, Boston Medical Center, and
Associate
Professor of Surgery, Boston University School of
Medicine
|
Mitchell
M. Levy,
M.D.
|
Medical
Director, Medical Intensive Care Unit, Rhode Island
Hospital
|
Stanley
A. Nasraway, M.D.
|
Chief
of Surgical Critical Care, Tufts-New England Medical Center,
and Associate
Professor, Tufts Medical School
|
Richard
J. Shemin, M.D.
|
Chief
of the Department of Cardiothoracic Surgery, Boston Medical Center,
and
Professor and Chairman of the Department of Cardiothoracic Surgery,
Boston
University School of Medicine
|
Drug
|
Indication
|
Lidocaine
|
Topical
Anesthesia
|
Fentanyl
|
Pain
|
Nitroglycerine
|
Anti-angina
|
Estradiol
|
Hormone
Replacement
|
Estradiol/Norethindrone Acetate
|
Hormone
Replacement
|
Testosterone
|
Hypogonadism
|
Oxybutinin
|
Overactive
Bladder
|
Clonidine
|
Hypertension
|
Scopolamine
|
Motion
Sickness
|
Nicotine
|
Smoking
Cessation
|
HIGH
|
|
LOW
|
|
Fiscal
Year Ended
December 31, 2004
|
|||
First Quarter
|
$3.45
|
|
$1.70
|
Second
Quarter
|
$2.80
|
|
$1.80
|
Third
Quarter
|
$2.63
|
|
$1.22
|
Fourth
Quarter
|
$2.39
|
|
$1.65
|
Fiscal
Year
Ended December 31, 2005
|
|
|
|
First
Quarter
|
$2.24
|
|
$1.07
|
Second
Quarter
|
$1.59
|
|
$1.00
|
Third Quarter
|
$2.00
|
|
$1.01
|
Fourth Quarter
|
$1.25
|
|
$0.42
|
|
•
|
|
such
strategic partners are likely to be larger, better capitalized
companies
and therefore have significant leverage in negotiating terms
of such
collaborative arrangements;
|
|
•
|
|
such
collaborative arrangements could terminate upon the expiration
of certain
notice periods;
|
|
•
|
|
collaboration
partners may insist on and obtain significant interests in our
intellectual property rights, for example, Bayer received an
exclusive
worldwide right and license of Sontra’s intellectual property rights to
make, have made, use, import and sell a continuous transdermal
glucose
monitoring system utilizing ultrasonic techniques;
|
|
•
|
|
funding
by collaborative partners may be dependent upon the satisfaction
of
certain goals or “milestones” by certain specified dates, the realization
or satisfaction of which may be outside of our control, for example,
our
receipt of future milestone payments from Bayer is dependent
on Bayer’s
successful product development efforts, which may not occur on
a timely
basis, if at all;
|
|
•
|
|
collaborative
partners may retain a significant degree of discretion regarding
the
timing of these activities and the amount and quality of financial,
personnel and other resources that they devote to these activities;
|
|
•
|
|
disputes
may arise between the Company and any future collaborative partner
regarding their respective rights and obligations under the collaborative
arrangements, which may be costly; and
|
|
•
|
|
any
future collaborative partner may not be able to satisfy its obligations
under its arrangement with the Company or may intentionally or
unintentionally breach its obligations under the arrangement.
|
|
•
|
|
our
financial condition, performance and prospects;
|
|
•
|
|
the
depth and liquidity of the market for our Common Stock;
|
|
•
|
|
our
ability to enter into successful collaborative arrangements
with strategic
partners for research and development, clinical testing, and
sales and
marketing;
|
|
•
|
|
sales
by selling shareholders of shares issued and issuable in connection
with
our private placements in 2003 and 2004;
|
|
•
|
|
investor
perception of us and the industry in which we operate;
|
|
•
|
|
general
financial and other market conditions; and
|
|
•
|
|
domestic
and international economic conditions.
|
Page
|
|
Sontra
Medical Corporation Consolidated Financial
Statements
|
|
|
23
|
|
24
|
|
25
|
|
26
|
|
27
|
|
28
|
SONTRA
MEDICAL CORPORATION
|
|||||||
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
|
|||
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
SONTRA
MEDICAL
CORPORATION
|
|||||||
For
the Years Ended
|
|||||||
December
31,
|
|||||||
2005
|
|
2004
|
|||||
Revenue:
|
|||||||
Product
revenue
|
$
|
170,660
|
$
|
33,565
|
|||
Licensing
revenue
|
5,000
|
-
|
|||||
Total
revenue
|
175,660
|
33,565
|
|||||
Cost
of product revenue
|
251,482
|
16,680
|
|||||
Gross
(loss) profit
|
(75,822
|
)
|
16,885
|
||||
Operating
Expenses:
|
|||||||
Research
and
development
|
3,794,888
|
3,039,450
|
|||||
Selling,
general and administrative
|
2,055,833
|
2,423,806
|
|||||
Total
operating expenses
|
5,850,721
|
5,463,256
|
|||||
Loss
from operations
|
(5,926,543
|
)
|
(5,446,371
|
)
|
|||
Other
income (expense), net
|
|||||||
Interest
income
|
207,699
|
86,189
|
|||||
Interest
expense
|
(18,292
|
)
|
-
|
||||
Other
income, net
|
189,407
|
86,189
|
|||||
Net
loss
|
(5,737,136
|
)
|
(5,360,182
|
)
|
|||
Accretion
of dividend and beneficial conversion feature
|
|||||||
on
Series A
Convertible Preferred Stock
|
(5,867
|
)
|
(413,901
|
)
|
|||
Net
loss applicable to common shareholders
|
$
|
(5,743,003
|
)
|
$
|
(5,774,083
|
)
|
|
Net
loss per common share, basic and diluted
|
$
|
(0.26
|
)
|
$
|
(0.34
|
)
|
|
Basic
and diluted weighted average common shares outstanding
|
22,205,025
|
16,763,798
|
|||||
The
accompanying notes are an integral part of these consolidated
financial
statements.
|
SONTRA
MEDICAL CORPORATION
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
|
|
Deferred
|
|
|
|
Total
|
|
|||||||||||||
|
|
Number
of
|
|
Carrying
|
|
Number
of
|
|
Carrying
|
|
Paid-in
|
|
Stock-Based
|
|
Accumulated
|
|
Stockholders'
|
|
|||||||||
|
|
Shares
|
|
Value
|
|
Shares
|
|
Value
|
|
Capital
|
|
Compensation
|
|
Deficit
|
|
Equity
|
||||||||||
Balance
December 31,2003
|
6,495,000
|
$
|
6,628,842
|
10,102,992
|
$
|
101,030
|
$
|
17,952,721
|
$
|
(372,874
|
)
|
$
|
(18,022,379
|
)
|
$
|
6,287,340
|
||||||||||
Conversion
of Series A preferred stock into common stock
|
(6,421,666
|
)
|
(6,421,666
|
)
|
6,421,666
|
64,217
|
6,357,449
|
-
|
-
|
-
|
||||||||||||||||
Dividend
paid on converted Series A preferred stock
|
-
|
(250,737
|
)
|
248,371
|
2,484
|
248,253
|
-
|
-
|
-
|
|||||||||||||||||
Accretion
of Series A preferred stock dividend
|
-
|
119,852
|
-
|
-
|
(119,852
|
)
|
-
|
-
|
-
|
|||||||||||||||||
Post
merger Choicetel adjustments
|
-
|
-
|
-
|
-
|
286,607
|
-
|
-
|
286,607
|
||||||||||||||||||
Exercise
of common stock options
|
-
|
-
|
147,532
|
1,475
|
155,661
|
-
|
-
|
157,136
|
||||||||||||||||||
Stock
issued to 401(k) plan
|
-
|
-
|
113,263
|
1,133
|
224,189
|
-
|
-
|
225,322
|
||||||||||||||||||
Options
issued for services
|
-
|
-
|
-
|
-
|
23,832
|
-
|
-
|
23,832
|
||||||||||||||||||
Amortization
and remeasurement of options
|
-
|
-
|
-
|
-
|
157,614
|
127,962
|
-
|
285,576
|
||||||||||||||||||
Stock
issued upon exercise of warrants
|
-
|
-
|
2,265,908
|
22,659
|
3,261,931
|
-
|
-
|
3,284,590
|
||||||||||||||||||
Stock
issued from sale of common stock
|
-
|
-
|
2,636,000
|
26,360
|
4,126,335
|
-
|
-
|
4,152,695
|
||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,360,182
|
)
|
(5,360,182
|
)
|
||||||||||||||||
Balance
December 31, 2004
|
73,334
|
76,291
|
21,935,732
|
219,358
|
32,674,740
|
(244,912
|
)
|
(23,382,561
|
)
|
9,342,916
|
||||||||||||||||
Dividend
paid on Series A preferred stock
|
(5,867
|
)
|
3,262
|
33
|
5,834
|
-
|
-
|
-
|
||||||||||||||||||
Accretion
of Series A preferred stock dividend
|
-
|
5,867
|
-
|
-
|
(5,867
|
)
|
-
|
-
|
-
|
|||||||||||||||||
Exercise
of common stock options
|
-
|
-
|
38,543
|
385
|
19,615
|
-
|
-
|
20,000
|
||||||||||||||||||
Stock
issued to 401(k) plan
|
-
|
-
|
172,793
|
1,728
|
309,275
|
-
|
-
|
311,003
|
||||||||||||||||||
Options
issued for services
|
-
|
-
|
-
|
-
|
82,639
|
-
|
-
|
82,639
|
||||||||||||||||||
Amortization
and remeasurement of options
|
-
|
-
|
-
|
-
|
(575,972
|
)
|
240,753
|
-
|
(335,219
|
)
|
||||||||||||||||
Stock
issued upon exercise of warrants
|
-
|
-
|
111,500
|
1,114
|
163,586
|
-
|
-
|
164,700
|
||||||||||||||||||
Expenses
from issuance of common stock
|
-
|
-
|
-
|
-
|
(15,658
|
)
|
-
|
-
|
(15,658
|
)
|
||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,737,136
|
)
|
(5,737,136
|
)
|
||||||||||||||||
Balance
December 31, 2005
|
73,334
|
$
|
76,291
|
22,261,830
|
$
|
222,618
|
$
|
32,658,192
|
$
|
(4,159
|
)
|
$
|
(29,119,697
|
)
|
$
|
3,833,245
|
||||||||||
The accompanying notes are an integral part of these consolidated financial statements. |
Sontra
Medical Corporation
|
|||||||
Years
Ended December 31,
|
|||||||
2005
|
|
2004
|
|||||
Cash
Flows From Operating Activities:
|
|||||||
Net
loss
|
$
|
(5,737,136
|
)
|
$
|
(5,360,182
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
239,416
|
156,901
|
|||||
Stock-based
compensation
|
(252,580
|
)
|
309,408
|
||||
Stock
issued to 401(k) plan
|
311,003
|
225,322
|
|||||
Provision
for
excess or obsolete inventory
|
172,000
|
100,000
|
|||||
Changes
in operating
assets and liabilities:
|
|||||||
Accounts
receivable
|
15,692
|
1,483,179
|
|||||
Legal
settlement receivable
|
250,000
|
-
|
|||||
Inventory
|
(50,608
|
)
|
(252,642
|
)
|
|||
Prepaid
expenses and other current assets
|
4,024
|
(3,417
|
)
|
||||
Accounts
payable
|
(148,322
|
)
|
221,720
|
||||
Deferred
revenue
|
45,000
|
-
|
|||||
Accrued
expenses
|
(342,115
|
)
|
293,959
|
||||
Net
cash used in operating activities
|
(5,493,626
|
)
|
(2,825,752
|
)
|
|||
Cash
Flows from Investing Activities:
|
|||||||
Purchase
of
property and equipment
|
(181,301
|
)
|
(168,714
|
)
|
|||
Increase
in
deposits and other assets
|
(205,012
|
)
|
-
|
||||
Decrease
in
restricted cash
|
9,749
|
9,749
|
|||||
Purchases
of
short term investments
|
(5,575,000
|
)
|
(4,450,000
|
)
|
|||
Sales
of short term investments
|
9,525,000
|
500,000
|
|||||
Net
cash provided by (used in) investing activities
|
3,573,436
|
(4,108,965
|
)
|
||||
Cash
Flows From Financing Activities:
|
|||||||
Cash
received and adjustments to net assets related to ChoiceTel
merger
|
-
|
36,607
|
|||||
Proceeds
from
the sale of common stock, net of expenses
|
(15,658
|
)
|
4,152,695
|
||||
Proceeds
from
note payable
|
237,541
|
-
|
|||||
Principal
payments on note payable
|
(34,845
|
)
|
-
|
||||
Proceeds
from
exercise of warrants
|
164,700
|
3,284,590
|
|||||
Proceeds
from
exercise of stock options
|
20,000
|
157,136
|
|||||
Net
cash
provided by financing activities
|
371,738
|
7,631,028
|
|||||
Net
(Decrease) Increase in Cash and Cash Equivalents
|
(1,548,452
|
)
|
696,311
|
||||
Cash
and Cash Equivalents, beginning of period
|
2,565,244
|
1,868,933
|
|||||
Cash
and Cash Equivalents, end of period
|
$
|
1,016,792
|
$
|
2,565,244
|
|||
Supplemental
Disclosures of Cash Flow Information:
|
|||||||
Cash
paid for interest
|
$
|
18,292
|
$
|
-
|
|||
Supplemental
Disclosure of Non Cash Financing Transactions:
|
|||||||
Accretion
of
dividend on Series A Convertible Preferred Stock
|
$
|
5,867
|
$
|
119,852
|
|||
Conversion
of
Series A Convertible Preferred Stock into common stock
|
$
|
-
|
$
|
6,421,666
|
|||
Legal
settlement receivable included in adjustments to net assets related
to ChoiceTel merger
|
$
|
-
|
$
|
250,000
|
|||
Common
stock issued for dividends on converted Series A Convertible
Preferred
Stock
|
$
|
5,867
|
$
|
250,737
|
|||
The accompanying notes are an integral part of these consolidated financials statements. |
Category
|
2005
|
2004
|
|||||
Raw
materials and work-in-process
|
$
|
157,911
|
$
|
221,701
|
|||
Demo
inventory
|
11,872
|
9,205
|
|||||
Finished
goods
|
1,467
|
21,736
|
|||||
Less:
reserve for obsolescence
|
(140,000)
|
|
(100,000
|
)
|
|||
Inventory,
net
|
$
|
31,250
|
$
|
152,642
|
Asset
Classification
|
Estimated Useful Life
|
Computer
equipment
|
3 years
|
Office
and
laboratory equipment
|
3-5 years
|
Furniture and fixtures
|
7
years
|
Manufacturing equipment
|
5
years
|
Leasehold improvements
|
Life of lease
|
Year
Ended
December
31,
|
|
|||||
|
2005
|
|
2004
|
|||
Net
loss—as
reported
|
$
|
(5,737,136
|
)
|
$
|
(5,360,182
|
)
|
Add:
stock-based employee
compensation under APB No. 25
|
(378,334
|
)
|
230,334
|
|||
Deduct:
stock-based
employee compensation determined under SFAS No. 123
|
(2,039,109
|
)
|
(1,170,474
|
)
|
||
Pro
forma net
loss
|
(8,154,579
|
)
|
(6,300,322
|
)
|
||
Accretion
of preferred stock dividend and beneficial conversion
feature
of preferred
stock
|
(5,867
|
)
|
(413,901
|
)
|
||
Net
loss applicable to common stockholders - pro forma
|
$
|
(8,160,446
|
)
|
$
|
(6,714,223
|
)
|
Basic
and diluted net loss per share, as reported
|
$
|
(0.26
|
)
|
$
|
(0.34
|
)
|
Basic
and diluted net loss per share, pro forma
|
$
|
(0.37
|
)
|
$
|
(0.40
|
)
|
|
Amount
|
||
For
the years ended December 31,
|
|
||
2006
|
$
|
163,000
|
|
2007
|
171,000
|
||
2008
|
33,000
|
||
Total
|
$
|
367,000
|
|
Amount
|
||
For
the
years ended December 31,
|
|
||
2006
|
$
|
53,653
|
|
2007
|
59,501
|
||
2008
|
65,986
|
||
2009
|
23,556
|
||
Total
|
202,696
|
||
Less
current maturities
|
53,653
|
||
Non-current
portion
|
$
|
149,043
|
Reserve
for 401(k) plan
|
604,847
|
Reserve
for exercise of warrants
|
6,758,792
|
Reserve
for the conversion of and dividends on Series
A ConvertiblePreferred
Stock
|
375,050
|
Reserve
for the exercise of stock options
|
4,153,177
|
Total
reserves
|
11,891,866
|
|
Number
of
Shares
|
Weighted Average
Exercise
Price
|
|||||
Balance
December 31, 2003
|
2,767,454
|
$
|
1.62
|
||||
Granted
|
466,333
|
2.16
|
|||||
Cancelled
|
(138,476
|
)
|
1.47
|
||||
Exercised
|
(147,532
|
)
|
1.07
|
||||
Balance
December 31, 2004
|
2,947,779
|
1.74
|
|||||
Granted
|
361,579
|
1.64
|
|||||
Cancelled
|
(136,158
|
)
|
2.34
|
||||
Exercised
|
(38,543
|
)
|
.52
|
||||
Balance
December 31, 2005
|
3,134,657
|
$
|
1.72
|
||||
Options
exercisable at December 31, 2005
|
2,956,670
|
||||||
Options
available for future grant, December 31, 2005
|
1,018,520
|
|
2005
|
2004
|
Risk-free
interest rate
|
4.56%
|
4.00%
|
Expected
dividend yield
|
—
|
—
|
Expected
lives
|
10 years
|
10 years
|
Expected
volatility
|
104%
|
136%
|
Weighted
average fair value per share of options granted
|
$1.64
|
$1.77
|
|
Decemember
31, 2005
|
||||||||||||||||
|
|
Options Outstanding
|
Options
Exercisable
|
||||||||||||||
Exercise
Price
|
Number
|
Weighted
Average
Remaining
Life
(years)
|
Weighted
Average
Exercise
Price
|
Number
|
Weighted
Average
Exercise
Price
|
||||||||||||
$.10
- $.52
|
470,288
|
6.43
|
$
|
0.49
|
299,801
|
$
|
0.48
|
||||||||||
$1.05
- $1.99
|
1,473,455
|
7.44
|
$
|
1.54
|
1,465,955
|
$
|
1.54
|
||||||||||
$2.00
- $2.55
|
1,190,914
|
7.22
|
$
|
2.43
|
1,190,914
|
$
|
2.43
|
||||||||||
Outstanding
at end of year
|
3,134,657
|
7.28
|
$
|
1.72
|
2,956,670
|
$
|
1.72
|
|
Number
of
Shares
Exercisable
|
Exercise
Price
|
Date
of Expiration
|
|||||||
Granted
to investors in private placement
|
5,012,000
|
$
|
1.50
|
9/15-10/15/2008
|
||||||
Granted
to placement agent in private placement
|
410,592
|
$
|
1.20
|
9/15-10/15/2008
|
||||||
Granted
to investors and placement agent in private placement
|
1,186,200
|
$
|
2.45
|
12/8-12/15/2009
|
||||||
Granted
to investor in former subsidiary
|
150,000
|
$
|
5.00
|
2/23/2010
|
||||||
Total
|
6,758,792
|
|||||||||
Weighted
average exercise price
|
$
|
1.73
|
||||||||
Weighted
average duration in years
|
3.96
|
|
December
31,
|
||||||
|
2005
|
2004
|
|||||
Deferred
Tax
Assets
|
|
|
|||||
Net
operating loss carryforwards
|
$ |
11,645,000
|
$ |
8,146,000
|
|||
Research
credit
carryforward
|
573,000
|
465,000
|
|||||
Other
temporary differences
|
38,000
|
17,000
|
|||||
Total
deferred tax assets
|
12,256,000
|
8,628,000
|
|||||
Valuation
allowance
|
(12,256,000
|
)
|
(8,628,000
|
)
|
|||
Net
deferred tax asset
|
$
|
—
|
$
|
—
|
|
(a)
|
(b)
|
(c)
|
||||||||
Plan
Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
exercise
price of
outstanding options,
warrants and rights
|
Number of securities remaining
available
for future issuance
under
equity compensation
plans
(excluding securities
reflected
in column (a))
|
|||||||
Equity
compensation plans approved by security holders
|
3,134,657
|
$
|
1.72
|
1,018,520(1
|
)
|
|||||
Equity
compensation plans not approved by security holders
|
N/A
|
N/A
|
N/A
|
|||||||
Total
|
3,134,657
|
$
|
1.72
|
1,018,520
|
SONTRA
MEDICAL CORPORATION
|
|
By:
|
/S/ THOMAS
W.
DAVISON
|
Name:
|
Thomas
W. Davison
|
Title:
|
President
and Chief Executive Officer
|
By:
|
/S/ SEAN
F.
MORAN
|
Name:
|
Sean
F. Moran
|
Title:
|
Chief
Financial Officer
|
Signature
and Title
|
|
Signature
and Title
|
/S/ MICHAEL
R.
WIGLEY
|
|
/S/ JOSEPH
F.
AMARAL
|
Michael
R. Wigley
|
|
Joseph
F. Amaral
|
Chairman
of the Board
|
|
Director
|
/S/ THOMAS
W.
DAVISON
|
|
/S/ GARY
S.
KOHLER
|
Thomas
W. Davison
|
|
Gary
S. Kohler
|
Chief
Executive Officer,
President
and Director
(Principal
Executive Officer)
|
|
Director
|
/S/ SEAN
F.
MORAN
|
|
/S/ ROBERT
S.
LANGER
|
Sean
F. Moran
|
|
Robert
S. Langer
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
Director
|
/S/ GERARD
E.
PUORRO
|
|
/S/ BRIAN
F.
SULLIVAN
|
Gerard
E. Puorro
|
|
Brian
F. Sullivan
|
Director
|
|
Director
|
Exhibit
Number
|
Description
of Document
|
2.1
|
Agreement
and Plan of Reorganization by and among the Registrant,
SMI and CC Merger
Corp., dated February 27, 2002 is incorporated
by reference to Exhibit 2.1
of the Registrant’s Registration Statement on Form S-4 (File No.
333-86814).
|
2.2
|
Amendment
No. 1 to Agreement and Plan of Reorganization by
and among the Registrant,
SMI and CC Merger Corp., dated February 27, 2002
is incorporated by
reference to Exhibit 2.2 of the Registrant’s Registration Statement on
Form S-4 (File No. 333-86814).
|
3.1
|
Second
Amended and Restated Articles of Incorporation
of the Registrant is
incorporated herein by reference to Exhibit 3.01
to the Registrant’s
Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003
(File No. 000-23017).
|
3.2
|
Statement
of the Powers, Designations, Preferences and Rights
of the Series A
Convertible Preferred Stock of the Registrant is
incorporated herein by
reference to Exhibit 4.2 to the Registrant’s Registration Statement on
Form S-3 (File No. 333-109716).
|
3.3
|
Articles
of Amendment of Second Amended and Restated Articles
of Incorporation,
dated May 25, 2005 is incorporated herein by reference
to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K dated May 24, 2005
(File No.
000-23017).
|
3.4
|
Amended
and Restated Bylaws of the Registrant is incorporated
herein by reference
to Exhibit 3.03 to the Registrant’s Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003 (File No.
000-23017).
|
4.1
|
Specimen
Certificate of Common Stock, $.01 par value per
share, of the Registrant
is incorporated herein by reference to Exhibit
4.02 to the Registrant’s
Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002
(File No. 000-23017).
|
10.1*
|
2003
Stock Option and Incentive Plan is incorporated
herein by reference to
Exhibit 10.04 to the Registrant’s Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003 (File
No. 000-23017).
|
10.2*
|
1997
Long-Term Incentive and Stock Option Plan, as amended,
is incorporated by
reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form
10-QSB for the period ended June 30, 2002 (File
No.
000-23017).
|
10.3*
|
Sontra
Medical, Inc. 1999 Stock Option and Incentive Plan
is incorporated by
reference to Exhibit 10.31 of the Registrant’s Registration Statement on
Form S-4 (File No. 333-86814).
|
10.4*
|
Employment
Agreement between the Registrant and Sean Moran,
dated June 22, 2002, is
incorporated herein by reference to Exhibit 10.2
to the Registrant’s
Quarterly Report on Form 10-QSB for the period
ended June 30, 2002 (File
No. 000-23017).
|
10.5
|
License
Agreement, dated as of July 28, 2003, by and between
the Registrant and
Bayer Healthcare LLC is incorporated herein by
reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K dated July 28, 2003
(File
No. 000-23017).
|
10.6
|
Amendment
No. 1 to License Agreement, dated as of December
14, 2005, by and between
the Registrant and Bayer Healthcare LLC is incorporated
herein by
reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
dated December 14, 2005 (File No. 000-23017).
|
10.7
|
Lease
Agreement between the Registrant and Forge Park
Investors LLC dated
January 24, 2003 is incorporated herein by reference
to Exhibit 10.13 to
the Registrant’s Annual Report on Form 10-KSB for the fiscal year
ended
December 31, 2002 (File No.
000-23017).
|
Exhibit
Number
|
Description
of Document
|
10.8
|
Patent
License Agreement (Exclusive) between SMI and the
Massachusetts Institute
of Technology dated June 30, 1998 (incorporated
by reference to Exhibit
10.39 of the Registrant’s Registration Statement on Form S-4; Registration
No. 333-86814).
|
10.9*
|
401(k)
Retirement Plan is incorporated herein by reference
to Exhibit 10.15 to
the Registrant’s Annual Report on Form 10-KSB for the fiscal year
ended
December 31, 2002 (File No. 000-23017).
|
10.10
|
Form
of Subscription Agreement is incorporated herein
by reference to Appendix
C to the Registrant’s Definitive Schedule 14A filed September 8, 2003
(File No. 000-23017).
|
10.11
|
Form
of Series A Unit Supplemental Agreement is incorporated
herein by
reference to Appendix F to the Registrant’s Definitive Schedule 14A filed
September 8, 2003 (File No. 000-23017).
|
10.12
|
Pre-Emptive
Rights Granted to Purchasers of Series A Preferred
Stock of the Registrant
is incorporated herein by reference to Exhibit
99.2 to the Registrant’s
Current Report on Form 8-K dated October 14, 2003
(File No.
000-23017).
|
10.13
|
Form
of Common Stock Purchase Warrant is incorporated
herein by reference to
Appendix E to the Registrant’s Definitive Schedule 14A filed September 8,
2003 (File No. 000-23017).
|
10.14
|
Form
of Placement Agent Common Stock Purchase Warrant
is incorporated herein by
reference to Exhibit 99.4 to the Registrant’s Registration Statement on
Form S-3 (File No. 333-109716).
|
10.15
|
Common
Stock and Warrant Purchase Agreement, dated as
of December 8, 2004, by and
among the Company and the investors listed on Schedule
1 thereto, is
incorporated herein by reference to Exhibit 10.1
to the Registrant’s
Current Report on Form 8-K dated December 8, 2004
(File No.
000-23017).
|
10.16
|
Form
of Common Stock Purchase Warrant is incorporated
herein by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated December
8, 2004 (File No. 000-23017).
|
14
|
Code
of Business Conduct and Ethics of the Registrant
is incorporated herein by
reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2003 (File
No.
000-23017).
|
21
|
Subsidiaries
of the Registrant is incorporated herein by reference
to Exhibit 21 to the
Registrant’s Annual Report on Form 10-KSB for the fiscal year
ended
December 31, 2002 (File No. 000-23017).
|
23.1
|
Consent
of Wolf & Company, P.C.
|
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 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 Financial Officer Pursuant to 18 U.S.C.
Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002.
|