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): December 21, 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 December 21, 2006, the Board of Directors (the “Board”) of Sontra Medical Corporation (“Sontra”) elected to voluntarily delist Sontra’s common stock from the Nasdaq Capital Market. Sontra has provided notice of its election to voluntarily delist from the Nasdaq Stock Market and expects to file a Form 25 with the Securities and Exchange Commission no earlier then ten days following delivery of the notice to Nasdaq.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with a plan to cease Sontra’s operations, on December 22, 2006, the Board of Sontra terminated the employment of Mr. Thomas Davison, Sontra’s Chief Executive Officer, and Mr. Harry G. Mitchell, Sontra’s Chief Financial Officer. It is expected that Mr. Davison will continue as Acting Chief Executive Officer and Mr. Mitchell will continue as Acting Chief Financial Officer, each on a part-time consulting basis to continue to pursue financing, while exploring the sale of Sontra’s remaining assets, including its intellectual property portfolio.

Item 8.01 Other Events

On December 21, 2006, the Board of Sontra elected to cease all operations. In connection with Sontra’s ceasing of operations, Sontra intends to terminate all employees. As instructed by the Board, Sontra’s Acting Chief Executive Officer and Acting Chief Financial Officer, each on a part-time consulting basis, intend to continue to pursue financing, while exploring the sale of Sontra’s remaining assets, including its intellectual property portfolio.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished with this Form 8-K:

99.1 Press Release of the Registrant, dated December 27, 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/ Thomas W. Davison
Date: December 27, 2006		Thomas W. Davison Acting Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Registrant, dated December 27, 2006.

EX-99.1

Exhibit 99.1

Press Release                             December 27, 2006

	Investor Relations Contacts:
	Thomas W. Davison, PhD.
	Acting Chief Executive Officer
	508-530-0329
	tdavison@sontra.com

FOR IMMEDIATE RELEASE

Sontra Medical Corporation Announces Plan to Cease Operations and to Voluntarily Delist from Nasdaq

FRANKLIN, Mass., Dec. 27 - Sontra Medical Corporation (Nasdaq: SONT) today announced that it will cease operations because it has been unable to raise additional capital. Sontra previously announced that it had sufficient cash to continue operations until December 31, 2006. The Company had been working on seeking additional capital and the possible completion of a merger transaction; however, the Company has not been successful in completing a financing or transaction. The Company intends to terminate all employees, and through an orderly wind-down of its operations, pay its current liabilities and make appropriate accommodations for creditors. The Company’s Chief Executive Officer, Thomas Davison, will continue as Acting Chief Executive Officer on a part-time consulting basis, and the Company’s Chief Financial Officer, Harry G. Mitchell, will continue as Acting Chief Financial Officer on a part-time consulting basis. Messrs. Davison and Mitchell intend to continue to pursue financing for the Company, while exploring the sale of the Company’s remaining assets, including its intellectual property portfolio.

In connection with Sontra’s decision to cease operations, Sontra has elected to voluntarily delist from the Nasdaq Capital Market. The Company has provided a voluntary delisting notice to the Nasdaq Stock Market. On November 22, 2006, the Company received a notice from the Nasdaq Stock Market indicating that the Company was not in compliance with Nasdaq’s requirements for continued listing under Marketplace Rule 4310(c)(2)(B) because the Company did not have either: (i) a minimum of $2,500,000 in stockholders’ equity as of September 30, 2006, (ii) at least $35,000,000 market value of listed securities, or (iii) at least $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. On December 7, 2006, the Company submitted a plan to Nasdaq explaining how it intended to achieve and sustain compliance with all the Nasdaq Capital Market listing requirements. As of this time, the Company has been unable to complete its plan, which included completing a financing or merger transaction, and has therefore not regained compliance with Marketplace Rule 4310(c)(2)(B).

In addition, on October 17, 2006, the Company received a deficiency letter from the Nasdaq Stock Market indicating that the Company was not in compliance with Marketplace Rule 4310(c)(4) because for the previous 30 consecutive business

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

Press Release                             December 27, 2006

days, the bid price had closed below the $1.00 minimum per share requirement for continued listing set forth in Marketplace Rule 4310(c)(4). The Company has not regained compliance with Marketplace Rule 4310(c)(4).

Sontra has not arranged for the listing of its common stock on another national securities exchange or for the quotation of its common stock in a quotation medium. The Company’s quotation for its common stock is expected to appear in the “Pink Sheets” under the symbol “SONT.” The Company’s common stock may also be quoted in the future on the OTC Bulletin Board provided a market maker files the necessary application with the NASD and such application is cleared.

About Sontra Medical Corporation (http://www.sontra.com)

Sontra Medical Corporation, a technology leader in transdermal science, has been developing a non-invasive, continuous transdermal glucose monitor (“CTGM”) for principal use in the Intensive Care Market. In addition, the Company owns technology for transdermal delivery of large molecule drugs and vaccines.

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, a determination by the Company to file for bankruptcy; the Company’s inability to cease operations in an orderly fashion; the Company’s inability to pay its creditors or liabilities; the Company’s inability to sell its remaining assets, including its intellectual property portfolio. Please refer to other factors identified in our filings with the SEC, including, without limitation, our respective annual reports on Form 10-KSB for the year ended December 31, 2005, our most recent quarterly reports on Form 10-QSB, and our current reports on Form 8-K. We do not undertake to update these forward-looking statements made by us.

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.