SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 19, 1997
GENTA INCORPORATED
(Exact name of registrant as specified in its charter)
Commission file number 0-19635
DELAWARE 33-0326866
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3550 GENERAL ATOMICS COURT, SAN DIEGO, CA 92121
(Address of principal executive offices)
(Zip Code)
(619) 455-2700
(Registrant's telephone number, including area code)
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GENTA INCORPORATED
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Item 5. Other Events
Signature
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ITEM 5. OTHER EVENTS
On February 6, 1997, the Company announced that, effective February 7,
1997, the Company's Common Stock, formerly listed on The Nasdaq National Market,
would be listed on The Nasdaq SmallCap Market via an exception from the bid
price and capital and surplus requirements of The Nasdaq SmallCap Market. The
Nasdaq Listing Qualifications Panel (the "Panel") granted the Company a
temporary exception (the "Exception") from these standards subject to the
Company's meeting certain conditions.
By letter dated March 19, 1997, an Associate General Counsel of The
Nasdaq Stock Market, Inc. informed the Company that the Nasdaq Hearing and
Review Committee ("Review Committee") had called for review the Panel's
decision, and that the Review Committee will likely issue its decision
subsequent to the next general meeting of the NASD Board of Governors which is
currently scheduled for June 26, 1997. The Company has been informed that the
Review Committee may uphold, reverse or modify the Panel's decision in any
manner it deems appropriate, and that the pendency of the Review Committee's
review does not act as a stay of the Panel's decision.
On April 11, 1997, the Company was notified that the Panel had
determined to modify the terms of the Exception as follows (the "Revised
Exception"). First, on or before April 15, 1997, the Company must make a public
filing with the Securities and Exchange Commission (the "SEC") and Nasdaq
evidencing minimum capital and surplus of $2,700,000. The filing must contain a
February 28, 1997 balance sheet with pro forma adjustments for any significant
transactions occurring on or before the filing date. Second, on or before May 7,
1997, the Company must provide Nasdaq with an April 30, 1997 balance sheet
evidencing compliance with the $1,000,000 maintenance requirement for capital
and surplus. Third, on or before June 9, 1997, the Company must provide Nasdaq
with a May 31, 1997 balance sheet evidencing compliance with the $1,000,000
maintenance requirement for capital and surplus. Finally, on or before July 7,
1997, the Company must make a public filing with the SEC and Nasdaq containing a
June 30, 1997 balance sheet with pro forma adjustments for any significant
transactions occurring on or before the filing date. The filing must evidence a
minimum of $6,000,000 in capital and surplus and compliance with all
requirements for continued listing. The Panel has further informed the Company
that in the event the Company fails to meet any of the terms of this Revised
Exception, its securities will be immediately deleted from The Nasdaq Stock
Market. The Company believes that it will be able to meet the terms of the
Revised Exception. However, there can be no assurance that Nasdaq's capital and
surplus requirements will be satisfied or that the Company will not fail to meet
some other listing maintenance standard during the intervening period.
In accordance with the Revised Exception, the Company's unaudited
condensed consolidated balance sheet as at February 28, 1997, showing capital
and surplus of $2,722,091, is included in this filing.
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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.
GENTA INCORPORATED
Date: April 15, 1997 /s/Thomas H. Adams
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Thomas H. Adams
Chairman of the Board,
Chief Executive Officer, and
Acting Chief Financial Officer
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GENTA INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
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FEBRUARY 28,
ASSETS 1997
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Current assets:
<S> <C>
Cash and cash equivalents ..................................................................... $ 1,886,949
Trade accounts receivable ..................................................................... 889,254
Notes receivable from officers and employees .................................................. 62,000
Inventories ................................................................................... 1,071,860
Other current assets .......................................................................... 158,262
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Total current assets ............................................................................. 4,068,325
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Property and equipment, net ...................................................................... 3,431,986
Intangibles, net ................................................................................. 4,009,083
Other assets, net ................................................................................ 1,159,273
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$ 12,668,667
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................................................. $ 2,226,702
Other accrued expenses ........................................................................ 1,341,407
Deferred revenue .............................................................................. 134,641
Short term notes payable ...................................................................... 3,350,000
Current portion of notes payable and
capital lease obligations .................................................................. 260,301
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Total current liabilities ........................................................................ 7,313,051
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Notes payable, less current portion .............................................................. 990,365
Deficit in joint venture ......................................................................... 1,643,160
Stockholders' equity:
Preferred stock; 5,000,000 shares authorized:
Series A convertible preferred stock, $.001 par value; 528,100 shares issued and outstanding
at February 28, 1997 ..................................................................... 528
Series C convertible preferred stock, $.001 par value; 1,424 shares issued and
outstanding at February 28, 1997 ......................................................... 1
Common stock, $.001 par value; 150,000,000 shares authorized; 39,991,626 shares
issued and outstanding at February 28, 1997 ................................................ 39,992
Additional paid-in capital .................................................................... 108,403,272
Accumulated deficit ........................................................................... (109,726,538)
Notes receivable from stockholders ............................................................ (49,976)
Accrued dividends payable ..................................................................... 4,054,812
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Total stockholders' equity ....................................................................... 2,722,091
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$ 12,668,667
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