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Friday, 07/27/2007 12:12:03 AM

Friday, July 27, 2007 12:12:03 AM

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Form 8-K for MONOGRAM BIOSCIENCES, INC.

26-Jul-2007

Results of Operations and Financial Condition, Other Events, Financial



Item 2.02. Results of Operations and Financial Condition.
On July 26, 2007, Monogram Biosciences, Inc., or Monogram, issued a press release announcing its unaudited financial results for the quarter ended June 30, 2007. A copy of this press release is included herewith as Exhibit 99.1.





Item 8.01. Other Events.
On July 26, 2007, Monogram announced that it will file with the Securities and Exchange Commission a preliminary proxy statement regarding its annual meeting of stockholders, to be held on September 19, 2007. Included in the matters to be voted on is the approval of a series of alternative amendments to Monogram's Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Board of Directors, (i) a reverse stock split of the Common Stock whereby each outstanding 4, 5, or 6 shares would be combined, converted and changed into one share of Common Stock, and (ii) related reductions in the authorized number of shares of Monogram's Common Stock.

The effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments as permitted under
Section 242(c) of the Delaware General Corporation Law, would be determined by the Board of Directors prior to Monogram's 2008 Annual Meeting of Stockholders.




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