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): September 15, 2003
SONTRA MEDICAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Minnesota (State or Other Jurisdiction of Incorporation) | 000-23017 (Commission File Number) | 41-1649949 (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)
Item 5. Other Events.
On September 15, 2003, Sontra Medical Corporation (the “Company”) announced that it has completed a $3.1 million Preferred Stock financing that provided the Company with approximately $2.9 million net of the placement agent fee. Under the terms of the financing closed on September 15, 2003, individual investors, institutions and certain members of the Board of Directors purchased 3,139,167 shares of the Company’s Series A Convertible Preferred Stock, in a private placement at a per share purchase price of $1.00. The investors also received warrants to purchase up to 3,139,167 shares of common stock of the Company. Each share of Series A Preferred Stock will initially be convertible into one share of common stock, subject to adjustment in certain events. The holders of shares of Series A Preferred Stock shall be entitled to receive annual 8% dividends, payable in cash or shares of the Company’s common stock. The Company shall have the right to convert the shares of Series A Preferred Stock in the event that the closing price of the Company’s common stock for twenty consecutive trading days is equal to or greater than $3 per share. The warrants will be exercisable at a per share price of $1.50 and will expire no later than September 15, 2008. In addition, the Company shall have the right to terminate the warrants, upon thirty days notice, in the event that the closing price of the Company’s common stock for twenty consecutive trading days is equal to or greater than $4 per share.
The Company intends to use the net proceeds from the financing for product development, funding clinical trials, initial scale of manufacturing capacity, working capital and general corporate purposes. Additional closings of the financing where the Company may issue additional shares of Series A Preferred Stock and warrants on the same terms as the initial closing may be held through October 31, 2003.
The Company has called a special meeting of shareholders for September 30, 2003 in order to consider and vote upon the approval of the issuance of shares of the Company’s common stock upon conversion of the Series A Preferred Stock and the exercise of the warrants. Until the Company obtains shareholder approval, the investors cannot convert their shares of Series A Preferred Stock into, or exercise their warrants for, shares of common stock.
The offer, sale and issuance to the investors of the Series A Preferred Stock, the warrants and the shares of common stock issuable upon the conversion or exercise, as the case may be, of the Series A Preferred Stock and warrants 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 required to register for resale by the investors the common stock issuable upon the conversion or exercise, as the case may be, of the Series A Preferred Stock and the warrants under the Securities Act.
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 | ||||||||
| Date: September 16, 2003 | By: | /s/ SEAN F. MORAN | ||||||
Sean F. Moran Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
