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): March 7, 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
March
7, 2006, Sontra Medical Corporation (the “Company”) completed a financing (the
“Financing”) that provided the Company with net proceeds of approximately $1.6
million pursuant to the terms of a Common Stock and Warrant Purchase Agreement,
dated as of March 7, 2006 (the “Purchase Agreement”). Under the terms of the
Purchase Agreement, investors purchased 4,390,995 shares of the Company’s Common
Stock in a private placement at a per share purchase price of $0.40. The
investors also received warrants (together with the Placement Agent Warrants,
the “Warrants”) to purchase up to 4,390,995 shares of Common Stock. The Warrants
are exercisable at a per share price of $0.58 and will expire no later than
the
fifth anniversary of the issue date. In addition, the Company shall have the
right to terminate the Warrants, upon thirty days notice, in the event that
the
closing price of the Company’s common stock for twenty consecutive trading days
is equal or greater than $1.16 per share. The Company intends to use the net
proceeds from the Financing for working capital and general corporate purposes.
Additional closings of the Financing at which the Company may issue up to 65,359
additional shares of Common Stock and additional warrants to purchase up to
65,359 shares of Common Stock on the same terms as the initial closing may
be
held through March 17, 2006.
The
Company agreed to pay to the placement agent for the Financing for its services:
(a) a
cash fee
equal to 7% of the aggregate capital raised by the Company in the Financing
from
investors introduced to the Company by the placement agent, excluding the
proceeds from any Warrant exercises; (b) warrants to purchase a number of shares
of Common Stock of the Company equal to 7% of the total number of shares of
Common Stock issued to investors introduced to the Company by the placement
agent in the Financing, excluding shares of Common Stock to be issued upon
Warrant exercises or in connection with the payment of dividends or interest,
on
the
identical terms and conditions (including exercise price) with the Warrants
issued to the investors in the Financing;
and (c)
a $25,000 legal expense allowance.
In
the
Financing, a trust for the benefit of the children of Michael R. Wigley,
Chairman of the Board of the Company, purchased 375,000 shares of Common Stock
and Warrants for the purchase of 375,000 shares of Common Stock, for an
aggregate purchase price of $150,000.00.
The
offer, sale and issuance to the investors of the Common Stock, the Warrants
and
the shares of Common Stock issuable upon the exercise of the Warrants have
not
been and will not be registered under the Securities Act of 1933, as amended,
and, unless so registered, may not be offered or sold in the United States,
except pursuant to an applicable exemption from the registration requirements
of
the Securities Act of 1933, as amended, and applicable state securities laws.
The
Company is required to register for resale under the Securities Act the shares
of Common Stock issued to the investors and the shares issuable upon the
exercise of the Warrants. The Company is also required to register under the
Securities Act for resale by the placement agent the shares issuable upon the
exercise of the Placement Agent Warrants.
The
foregoing description of the Purchase Agreement and the Warrants and the
transactions contemplated therein and thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of such
agreements and instruments, which are filed as exhibits to this Form 8-K and
are
incorporated by reference herein.
Item
3.02 Unregistered
Sales of Equity Securities.
On
March
7, 2006, the Company completed the Financing and issued an aggregate of
4,390,995 shares of Common Stock at an aggregate purchase price of
$1,756,398.00. The Company also issued Warrants to purchase up to 4,390,995
shares of Common Stock, and became obligated to issue the Placement Agent
Warrants to purchase up to 307,370 shares of Common Stock. For a further
description of the Financing, see Item 1.01 above, which is incorporated herein
by reference. The shares of Common Stock, the Warrants and the Placement Agent
Warrants were issued and sold in reliance on Section 4(2) of the Securities
Act
of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as
a
sale by the Company not involving a public offering. No underwriters were
involved with the issuance and sale of such securities in the Financing.
Item
8.01. Other
Events.
Pursuant
to Rule 135c of the Securities Act of 1933, as amended, the full text of a
press
release issued by the Company on March 7, 2006 is attached as Exhibit 99.1
to
this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
| 99.1 |
Common
Stock and Warrant Purchase Agreement, dated as of March 7, 2006,
by and
among the Company and the investors listed on Schedule 1
thereto.
|
| 99.2 |
Form
of Common Stock Purchase Warrant.
|
| 99.3 |
Press
Release of the Company, dated March 8,
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 8, 2006 Sean
F.
Moran
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
EXHIBIT
INDEX
Exhibit
No. Description
99.1 Common
Stock and Warrant Purchase Agreement, dated as of March 7, 2006, by and among
the Company and the investors listed on Schedule 1 thereto.
| 99.2 |
Form
of
Common Stock Purchase Warrant.
|
99.3 Press
Release of the Company, dated March 8, 2006.