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): August 10, 2006

SONTRA MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	000-23017	41-1649949
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer 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:

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

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

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

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

Item 3.03 Material Modifications to Rights of Security Holders.

On August 10, 2006, Sontra Medical Corporation (the “Company”) effected a one-for-ten reverse stock split of the Common Stock of the Company (the “Reverse Stock Split”), upon the filing of Articles of Amendment of Second Amended and Restated Articles of Incorporation, as amended (the “Articles of Amendment”), as described in Item 5.03 below. Pursuant to the Reverse Stock Split, each ten shares of Common Stock of the Company were combined and were reclassified into one share of Common Stock of the Company, and the number of issued and outstanding shares of Common Stock of the Company was proportionally reduced, in both cases without any change to the authorized number of shares of Common Stock or in the par value of such shares. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who are entitled to fractional shares will receive cash in lieu of receiving fractional shares. The exercise or conversion price, as well as the number of shares of Common Stock that can be issued upon exercise or conversion of the Company’s outstanding stock options, warrants and shares of Series A Preferred Stock, will be proportionately adjusted to reflect the Reverse Stock Split. The number of shares reserved for issuance under the Company’s equity compensation plans will also be reduced proportionately.

As of the opening of the Nasdaq Capital Market on August 11, 2006, the Company’s Common Stock began trading on a split-adjusted basis under the trading symbol “SONTD” for a period of 20 trading days.

On August 11, 2006, the Company issued a press release announcing the Reverse Stock Split described above. A copy of the press release issued by the Company is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

In connection with the Reverse Stock Split described above, the Company revised its specimen certificate of Common Stock, $0.01 par value per share, a copy of which is filed herewith as Exhibit 4.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 10, 2006, the Company filed the Articles of Amendment with the Secretary of State of the State of Minnesota to effect the Reverse Stock Split. The Articles of Amendment became effective at 5:00 p.m., eastern time, on August 10, 2006. A copy of the Articles of Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Articles of Amendment of Second Amended and Restated Articles of Incorporation, as amended of Sontra Medical Corporation filed with the Secretary of State of the State of Minnesota on August 10, 2006.
4.1	Specimen Certificate of Common Stock of the Registrant.
99.1	Press Release of the Registrant, dated August 11, 2006.

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
Date: August 11, 2006	By:	/s/ Thomas W. Davison
		Thomas W. Davison
		President and Chief Executive Officer

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

OF

SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION, AS AMENDED

OF

SONTRA MEDICAL CORPORATION

The undersigned, being the Interim Chief Financial Officer of Sontra Medical Corporation, a Minnesota corporation (the “Corporation”), does hereby certify that pursuant to the provisions of Chapter 302A of the Minnesota Business Corporation Act, including Section 302A.135 thereof, the following amendment to the Second Amended and Restated Articles of Incorporation, as amended, of the Corporation was duly adopted by the Board of Directors of the Corporation at a meeting held on February 21, 2006 and duly approved by the shareholders of the Corporation at a meeting held on May 23, 2006:

RESOLVED:

The first paragraph of Article 3 of the Second Amended and Restated Articles of Incorporation, as amended, of Sontra Medical Corporation is hereby amended by adding the following sentences at the end thereof:

“That, effective at 5:00 p.m., eastern time, on the filing date of this Articles of Amendment of Second Amended and Restated Articles of Incorporation, as amended (the “Effective Time”), a one-for-ten reverse stock split of the Common Stock shall become effective, such that each ten shares of Common Stock outstanding and held of record by each shareholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time. No fractional shares of Common Stock shall be issued as a result of such reclassification and combination. In lieu of any fractional shares to which the shareholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of the Common Stock as determined by the Board of Directors of the Corporation.”

The undersigned swears that the foregoing is true and accurate and that the undersigned has the authority to sign this document on behalf of the Corporation.

Dated: August 9, 2006	SONTRA MEDICAL CORPORATION
	By:	/s/ Harry G. Mitchell
	Name:	Harry G. Mitchell
	Title:	Interim Chief Financial Officer

EX-4.1

Exhibit 4.1

Exhibit 4.1

INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA

SEE REVERSE SIDE

FOR CERTAIN DEFINITIONS

CUSIP 83568W 40 6

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $.01 PAR VALUE, OF

SONTRA MEDICAL CORPORATION

transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A.

TRANSFER AGENT

AND REGISTRAR

AUTHORIZED SIGNATURE

ASSISTANT SECRETARY

PRESIDENT

AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS

SONTRA MEDICAL CORPORATION

THE BOARD OF THIS CORPORATION HAS THE AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON STOCK. THIS CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD’S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM – as tenants in common TEN ENT – as tenants by entireties

JT TEN – as joint tenants with right of survivorship and not as tenants in common

UTMA – Custodian (Cust) (Minor) under Uniform Transfer to Minors

Act

(State)

Additional abbreviations may also be used though not in the above list.

For value received hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney

to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE GUARANTEED

ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

EX-99.1

Exhibit 99.1

Investor Relations Contacts:   Harry G. Mitchell, CFO 508-530-0311 hmitchell@sontra.com

FOR IMMEDIATE RELEASE

Sontra Medical Completes 1-For-10 Reverse Stock Split

Franklin, MA – August 11, 2006 – Sontra Medical Corporation (NASDAQ: SONTD) today announced it has completed a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split was effective with respect to shareholders of record at 5:00 p.m., eastern time, on August 10, 2006. As a result of the reverse stock split, each ten shares of issued and outstanding common stock were combined and were reclassified into one share of common stock and the total number of shares outstanding was reduced from approximately 27,207,995 shares to approximately 2,720,799 shares. No fractional shares were issued in connection with the reverse stock split. Shareholders who are entitled to fractional shares will receive cash in lieu of fractional shares. The exercise or conversion price, as well as the number of shares of common stock that can be issued upon exercise or conversion of the Company’s outstanding stock options, warrants and shares of Series A Preferred Stock, will be proportionately adjusted to reflect the reverse stock split. The number of shares reserved for issuance under the Company’s equity compensation plans will also be reduced proportionately.

As of the opening of the Nasdaq Capital Market on August 11, 2006, the Company’s common stock will begin trading at the split-adjusted level. For a period of 20-trading days, the Company’s common stock will trade on a post-split basis under the trading symbol “SONTD”. After this 20-trading day period, the Company’s common stock will resume trading under the symbol “SONT”.

The Board of Directors approved the reverse stock split to help the Company regain compliance with the Nasdaq Capital Market’s $1 minimum bid price continued listing requirement.

About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation is a technology leader in transdermal science and is developing a non-invasive, continuous transdermal glucose monitor (“CTGM”) for principal use in the Intensive Care Market. Through its platform technology, the SonoPrep^® Permeation System, combined with technical competencies in transdermal drug formulation, analysis, delivery systems and biosensors, the Company is creating a new paradigm in transdermal drug delivery and diagnosis. The CTGM and other company

^©2002-2006 Sontra Medical Corporation. All rights reserved worldwide.        -1-

products are being developed for several billion dollar market opportunities, all utilizing skin permeation, chemistry and biosensor technology developed by the Company. In addition, the Company is developing products for transdermal delivery of large molecule drugs and vaccines.

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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 Quarterly Report on Form 10-QSB. 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.

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^©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.

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