SC 13G/A 1 sontra13gam1.txt SONTRA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SONTRA MEDICAL CORPORATION -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 83568W109 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2003 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Xmark Asset Management, LLC 13-3954392 -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) Not (b) Applicable -------------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: New York, United States -------------------------------------------------------------------------------- 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: * -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000,000* -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): Not Applicable -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 9.2%* -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA -------------------------------------------------------------------------------- * Xmark Asset Management, LLC ("XAM"), a New York limited liability company formerly known as Brown Simpson Asset Management, LLC, 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, XAM 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) 180,833 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 180,833 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) 319,167 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 319,167 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 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"). The NASDAQ Approval was received at a special shareholders meeting held on September 30, 2003. Thus, as of February 6, 2004, for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 1,000,000 shares of Common Stock, or 9.2% of the Common Stock deemed issued and outstanding as of that date. Item 1(a). Name Of Issuer: Sontra Medical Corporation. Item 1(b). Address of Issuer's Principal Executive Offices: 10 Forge Parkway, Franklin, Massachusetts 02038. Item 2(a). Name of Person Filing: Xmark Asset Management, LLC. Item 2(b). Address of Principal Business Office or, if None, Residence: 152 West 57th Street, 21st Floor, New York, New York 10019. Item 2(c). Citizenship: Xmark Asset Management, LLC is a New York limited liability company. Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share. Item 2(e). CUSIP No.: 83568W109 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of February 6, 2004): 1,000,000* (b) Percent of Class (as of February 6, 2004): 9.2%* (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 * Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable.* ------------------------ * Xmark Asset Management, LLC ("XAM"), a New York limited liability company formerly known as Brown Simpson Asset Management, LLC, 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, XAM 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) 180,833 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 180,833 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) 319,167 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 319,167 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 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"). The NASDAQ Approval was received at a special shareholders meeting held on September 30, 2003. Thus, as of February 6, 2004, for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 1,000,000 shares of Common Stock, or 9.2% of the Common Stock deemed issued and outstanding as of that date. 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. Item 8. Identification and Classification of Members of the Group Not Applicable. 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. 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. February 6, 2004 XMARK ASSET MANAGEMENT, LLC /s/ Mitchell D. Kaye ------------------------------------ Mitchell D. Kaye, Manager Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)