UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sontra Medical Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
83568W109
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(CUSIP Number)
September 15, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 83568W109
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Brown Simpson Asset Management, LLC
13-3954392
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) N/A
(a)
(b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: New York, United States
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Number of Shares Beneficially Owned by Each
Reporting Person With (5) Sole Voting Power: *
(6) Shared Voting Power: *
(7) Sole Dispositive Power: *
(8) Shared Dispositive Power: *
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
600,000*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): N/A
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(11) Percent of Class Represented by Amount in Row (9): 6.0%*
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(12) Type of Reporting Person (See Instructions): IA
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*Brown Simpson Asset Management, LLC, a New York limited liability company
("BSAM"), serves as investment manager for each of Xmark Fund, L.P., a Delaware
limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands
exempted company ("Xmark Ltd"). In such capacity, BSAM possesses the power to
vote and direct the disposition of all securities held by Xmark LP and Xmark
Ltd. Xmark LP is the holder of (i) 108,500 shares (the "Xmark LP Preferred
Shares") of Series A Convertible Preferred Stock, par value $0.01 per share (the
"Series A Preferred"), of Sontra Medical Corporation, a Minnesota corporation
(the "Company"), which, subject to certain restrictions contained therein, may
be converted into Common Stock, par value $0.01 per share (the "Common Stock"),
of the Company, at a conversion price of $1.00 per share, which conversion price
is subject to adjustment as set forth in the Series A Preferred, and (ii)
warrants (the "Xmark LP Warrants") which, subject to certain restrictions
contained therein, entitle Xmark LP to purchase up to an aggregate of 108,500
shares of Common Stock at an exercise price of $1.50 per share, which exercise
price is subject to adjustment as set forth in the Xmark LP Warrants. Xmark Ltd
is the holder of (i) 191,500 shares of Series A Preferred (the "Xmark Ltd
Preferred Shares," and together with the Xmark LP Preferred Shares, the
"Preferred Shares"), which, subject to certain restrictions contained therein,
may be converted into Common Stock, at a conversion price of $1.00 per share,
which conversion price is subject to adjustment as set forth in the Series A
Preferred, and (ii) warrants (the "Xmark Ltd Warrants," and together with the
Xmark LP Warrants, the "Warrants") which, subject to certain restrictions
contained therein, entitle Xmark Ltd to purchase an aggregate of up to 191,500
shares of Common Stock at an exercise price of $1.50 per share, which exercise
price is subject to adjustment as set forth in the Xmark Ltd Warrants. The
Preferred Shares and the Warrants provide that the Preferred Shares are not
convertible and the Warrants are not exercisable prior to the receipt by the
Company of shareholder approval of the issuance of the Common Stock
upon the conversion of the Preferred Shares and upon the exercise of the
Warrants, as required by NASDAQ Marketplace Rule 4350 (the "NASDAQ Approval").
As of the date hereof, the NASDAQ Approval has not been obtained. However, the
Company has scheduled a shareholders' meeting for September 30, 2003. Thus, as
of September 15, 2003, for the purposes of Reg. Section 240.13d-3, BSAM may be
deemed to beneficially own 600,000 shares of Common Stock, or 6.0% of the Common
Stock deemed issued and outstanding as of that date.
Item 1(a). Name Of Issuer: Sontra Medical Corporation.
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Item 1(b). Address of Issuer's Principal Executive Offices: 10 Forge Parkway,
Franklin, Massachusetts 02038.
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Item 2(a). Name of Person Filing: Brown Simpson Asset Management, LLC.
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Item 2(b). Address of Principal Business Office or, if None, Residence: 152
West 57th Street, 21st Floor, New York, New York 10019.
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Item 2(c). Citizenship: Brown Simpson Asset Management, LLC is a New York
limited liability company.
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Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per
share.
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Item 2(e). CUSIP No.: 83568W109
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Item 3. If This Statement Is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
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Item 4. Ownership
(a) Amount Beneficially Owned (as of September 15, 2003): 600,000*
(b) Percent of Class (as of September 15, 2003): 6.0%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote *
(ii) shared power to vote or to direct the vote *
(iii) sole power to dispose or to direct the disposition of *
(iv) shared power to dispose or to direct the disposition of *
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.*
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person
Not Applicable.
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Item 8. Identification and Classification of Members of the Group
Not Applicable.
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Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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* Brown Simpson Asset Management, LLC, a New York limited liability company
("BSAM"), serves as investment manager for each of Xmark Fund, L.P., a Delaware
limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands
exempted company ("Xmark Ltd"). In such capacity, BSAM possesses the power to
vote and direct the disposition of all securities held by Xmark LP and Xmark
Ltd. Xmark LP is the holder of (i) 108,500 shares (the "Xmark LP Preferred
Shares") of Series A Convertible Preferred Stock, par value $0.01 per share (the
"Series A Preferred"), of Sontra Medical Corporation, a Minnesota corporation
(the "Company"), which, subject to certain restrictions contained therein, may
be converted into Common Stock, par value $0.01 per share (the "Common Stock"),
of the Company, at a conversion price of $1.00 per share, which conversion price
is subject to adjustment as set forth in the Series A Preferred, and (ii)
warrants (the "Xmark LP Warrants") which, subject to certain restrictions
contained therein, entitle Xmark LP to purchase up to an aggregate of 108,500
shares of Common Stock at an exercise price of $1.50 per share, which exercise
price is subject to adjustment as set forth in the Xmark LP Warrants. Xmark Ltd
is the holder of (i) 191,500 shares of Series A Preferred (the "Xmark Ltd
Preferred Shares," and together with the Xmark LP Preferred Shares, the
"Preferred Shares"), which, subject to certain restrictions contained therein,
may be converted into Common Stock, at a conversion price of $1.00 per share,
which conversion price is subject to adjustment as set forth in the Series A
Preferred, and (ii) warrants (the "Xmark Ltd Warrants," and together with the
Xmark LP Warrants, the "Warrants") which, subject to certain restrictions
contained therein, entitle Xmark Ltd to purchase an aggregate of up to 191,500
shares of Common Stock at an exercise price of $1.50 per share, which exercise
price is subject to adjustment as set forth in the Xmark Ltd Warrants. The
Preferred Shares and the Warrants provide that the Preferred Shares are not
convertible and the Warrants are not exercisable prior to the receipt by the
Company of shareholder approval of the issuance of the Common Stock upon the
conversion of the Preferred Shares and upon the exercise of the Warrants, as
required by NASDAQ Marketplace Rule 4350 (the "NASDAQ Approval"). As of the date
hereof, the NASDAQ Approval has not been obtained. However, the Company has
scheduled a shareholders' meeting for September 30, 2003. Thus, as of September
15, 2003, for the purposes of Reg. Section 240.13d-3, BSAM may be deemed to
beneficially own 600,000 shares of Common Stock, or 6.0% of the Common Stock
deemed issued and outstanding as of that date.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
September 25, 2003
BROWN SIMPSON ASSET MANAGEMENT, LLC
/s/ Mitchell D. Kaye
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Mitchell D. Kaye, Manager
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)