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): July 16, 2007

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 1.01 Entry into a Material Definitive Agreement.

On July 16, 2007, Sontra Medical Corporation (the “Company”) completed a third and final closing of an equity financing (the “Financing”), which third closing provided the Company with additional gross proceeds of $565,000. The Company’s net proceeds from the third closing were approximately $525,450. Investors in the third closing are both accredited individuals and institutions and executed a Subscription Agreement and a warrant agreement with the Company. Under the terms of the Financing, in the third closing, investors purchased 565,000 shares of the Company’s Common Stock in a private placement at a per share purchase price of $1.00. In the third closing, the investors also received warrants to purchase an amount of shares of Common Stock that equals 30% of the number of shares of Common Stock purchased by such investor in the Financing, for an aggregate of 169,500 shares of Common Stock (together with the warrants issued to the Placement Agent as described below, the “Warrants”). The Warrants are exercisable at a per share price of $1.40 and will expire on the fifth anniversary of the issue date. In addition, the Company shall have the right to terminate the Warrants, upon thirty days notice, in the event (i) the closing bid price of the Company’s Common Stock for twenty-two consecutive trading days is equal or greater than $3.00 per share and (ii) the Company has registered for resale the shares underlying the Warrants. The Warrants contain customary provisions for adjustment to the exercise price in the event of stock splits, combinations and dividends. The Warrants also contain weighted average anti-dilution provisions that provide for an adjustment to the then effective exercise price if the Company issues equity securities without consideration or for consideration per share less than $1.00.

The Company intends to use the net proceeds of the Financing for product development, funding of clinical trials, possible acquisitions or licensing of technologies or businesses, working capital and general corporate purposes.

In connection with this Financing, the Company retained Legend Merchant Group, Inc. (the “Placement Agent”) as placement agent. The Company agreed to pay to the Placement Agent for its services (a) a cash fee equal to 7% of the aggregate capital raised by the Company in the Financing from investors introduced to the Company by the Placement Agent, excluding the proceeds from any Warrant exercises, (b) shares of unregistered Common Stock of the Company equal to 5% of the number of shares issued to investors in the Financing and (c) warrants to acquire a number of shares of Common Stock of the Company equal to 5% of the number of shares issued to investors in the Financing at a per share exercise price equal to $1.40. The Placement Agent received fees and compensation only on funds raised by the Placement Agent from new investors in the Company (i.e., only those parties, and affiliates, who have not previously participated in a financing transaction with the Company and who are not introduced by Sherbrooke Partners (and its affiliates), management or members of the Board of Directors of the Company). The Company also agreed to pay the reasonable counsel fees of the Placement Agent in the Financing in an amount not to exceed $15,000.

In consideration for its work as placement agent in the third closing of the Financing, the Placement Agent received $39,550 in a cash fee, and received 28,250 shares of Common Stock in the Company and warrants for the purchase of 28,250 shares of Common Stock in the Company, with an exercise price of $1.40 and an expiration date of July 16, 2012.

In total for the Financing, the Company received gross proceeds of $1,815,000 and net proceeds of $1,723,350, after payments to the Placement Agent and reimbursement for its fees and expenses (excluding transfer agent costs, Company legal costs and other similar costs).

The offer, sale and issuance to the investors of the shares of Common Stock, the Warrants and the shares of Common Stock issuable upon the exercise of the Warrants have been made in reliance on the statutory exemption from registration in Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, have not been and will not be registered under the Securities Act of 1933, as amended, and, unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. The Company is not required to register for resale under the Securities Act the shares of Common Stock issued to the investors or the Placement Agent

and the shares issuable upon the exercise of the Warrants, however, the Company did agree with the Placement Agent that it would provide piggyback registration rights to the investors and the Placement Agent with respect to the securities purchased in the Financing, subject to customary exceptions.

The foregoing descriptions of the Subscription Agreement, the Warrants and the transactions contemplated therein and thereby, do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, which are incorporated by reference as exhibits hereto and are incorporated herein by reference.

A copy of the press release issued by the Company on July 19, 2007 concerning the foregoing transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.1	Form of Subscription Agreement is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 15, 2007, and filed with the SEC on June 18, 2007 (File No. 000-23017).
10.2	Form of Warrant to Purchase Shares of Common Stock is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated June 15, 2007, and filed with the SEC on June 18, 2007 (File No. 000-23017).
99.1	Press Release of the Company, dated July 19, 2007.

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 thereunto duly authorized.

	Sontra Medical Corporation
Date: July 19, 2007	By:	/s/ Harry G. Mitchell
		Harry G. Mitchell
		Interim Chief Executive Officer, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Press Release                July 19, 2007

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

FOR IMMEDIATE RELEASE

SONTRA MEDICAL CORPORATION COMPLETES EQUITY FINANCING

Company raises a total of $1,815,000

FRANKLIN, Mass., July 19, 2007 — Sontra Medical Corporation (OTC Bulletin Board: SONT) announced today that it completed the final closing of an equity financing transaction in which it received approximately $1,815,000 from individuals, including a total of $105,000 invested by a member of the Board of Directors and an Executive Officer of the Company, and institutions, each of whom is an accredited investor, in a series of closings. The Company issued 1,815,000 units in the financing at a purchase price of $1.00 per unit. Each unit is comprised of (i) one share of the Company’s common stock, and (ii) a warrant to purchase 0.3 shares of the Company’s common stock at an exercise price of $1.40.

The Company previously disclosed the first two closings of the financing, in which it raised approximately $1,250,000. The final closing of the financing, in which the Company raised an additional $565,000, occurred on July 16, 2007.

Neither the shares of common stock offered and sold in the private placement nor the shares of common stock underlying the warrants were registered under the Securities Act of 1933, and, therefore, such shares may not be offered or sold in the United States absent registration or an applicable exemption from registration. Sontra offered and sold the shares of common stock and warrants in reliance on the statutory exemption from registration in Section 4(2) of the Securities Act or 1933 and/or Regulation D promulgated thereunder. This press release is not an offer to sell or a solicitation of an offer to buy any securities of Sontra, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.

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

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Press Release                July 19, 2007

Sontra Medical Corporation, owns technology in ultrasound and skin permeation methods used in transdermal science for therapeutic and diagnostic applications, and is developing a non-invasive, continuous transdermal glucose monitor (“CTGM”) for use in the Diabetes and Intensive Care Markets. The CTGM device makes use of the FDA-approved SonoPrep^® ultrasound-mediated skin permeation system. In addition to utilizing its technical competencies, the Company intends to pursue acquisition and licensing arrangements of new technologies for development and possible partnering opportunities.

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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, risks and uncertainties relating to the Company’s ability to sell additional shares of common stock and warrants to purchase common stock at additional closings, the Company’s ability to develop, market and sell products based on its technology, including a continuous transdermal glucose monitor for the diabetes and hospital ICU market; the expected benefits and efficacy of the SonoPrep device in connection with diagnostics, glucose monitoring and transdermal science; the availability of substantial additional funding for the Company to continue its operations and to conduct research and development, clinical studies and future product commercialization; and, the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our respective annual reports on Form 10-KSB for the year ended December 31, 2006, our respective 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.

^© 2007 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.

10 Forge Parkway

Franklin, MA 02038, USA

Tel: 1+ 877-4-SONTRA (766878)

Fax: 1+ 508-553-8760

www.sontra.com                    ^© 2002 - 2007 Sontra Medical Corporation. All rights reserved worldwide.            -2-