8-K 1 d8k.htm FORM 8-K 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): October 17, 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 Number)  

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 17, 2006, Sontra Medical Corporation (“Sontra”) received a Nasdaq Staff deficiency letter (the “Letter”), indicating that Sontra is not in compliance with the $1.00 minimum closing bid price requirement for continued listing on The Nasdaq Capital Market as set forth in Marketplace Rule 4310(c)(4) (the “Rule”). Sontra received the Letter because the bid price of Sontra’s Common Stock closed below $1.00 per share for 30 consecutive business days.

The Letter also stated that, in accordance with Marketplace Rule 4310(c)(8)(D), Sontra will be provided 180 calendar days, or until April 16, 2007, to regain compliance. In accordance with Marketplace Rule 4310(c)(8)(E), if at any time before April 16, 2007, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Company will be provided written notice that it complies under the Rule.

If compliance with the Rule cannot be demonstrated by April 16, 2007, the Staff will determine whether Sontra meets The Nasdaq Capital Market initial listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement. If Sontra meets the initial listing criteria, Sontra will be given notice that it has been granted an additional 180 calendar-day period to comply with the Rule. If it is determined that Sontra is not eligible for this additional compliance period, Sontra will be provided written notice that its securities will be delisted. At that time, Sontra may appeal to a Listing Qualifications Panel the Staff’s determination to delist its securities.

Sontra has not yet determined what action, if any, it will take in response to this notice, although Sontra intends to monitor the closing bid price of its Common Stock between now and April 16, 2007, and to consider available options if its Common Stock does not trade at a level likely to result in Sontra regaining compliance with the Nasdaq minimum closing bid price requirement.


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/ Harry G. Mitchell

Date: October 20, 2006

   

Harry G. Mitchell

Chief Financial Officer

(Principal Financial and Accounting Officer)