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): July 23, 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 Event
Item 7. Exhibit
Signature
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ITEM 5. OTHER EVENT
On July 23, 1997, the Company issued the press release attached hereto
as Exhibit 99.1.
ITEM 7. EXHIBIT
99.1 Press Release dated July 23, 1997.
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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: July 23, 1997 /s/Michael S. Weiss
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Michael S. Weiss
Interim Chairman of the Board
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Robert E. Klem, Ph.D.
JBL Scientific
805-544-8524
NASDAQ TO MAINTAIN GENTA'S LISTING ON SMALLCAP MARKET
RESUMES TRADING AS "GNTA" EFFECTIVE JULY 24
SAN DIEGO, CA - July 23, 1997--Genta Incorporated (Nasdaq: GNTAC; GNTA
as of 7/24/97) announced that it has been informed by the Nasdaq that it has met
the terms for continued listing set forth in the April 11, 1997 revised
exception of the Nasdaq Listings Qualifications Panel and that Genta's Common
Stock will therefore continue to be listed on The Nasdaq SmallCap Market. In
conjunction with this decision, Genta will resume trading under the symbol
"GNTA" as of July 24, 1997.
In recent months Genta has continued its listing on The Nasdaq SmallCap
Market via an April 11, 1997 revised exception of the Nasdaq Listing
Qualifications Panel from the bid price and capital and surplus requirements of
The Nasdaq SmallCap Market. Genta recently met the final requirement of the
revised exception by filing, within the time limits specified, a pro forma June
30, 1997 balance sheet evidencing a minimum of $6 million in capital and
surplus.
"Nasdaq sets stringent standards for listing, and we are pleased that
we meet them," said Michael S. Weiss, Interim Chairman of Genta Incorporated.
As previously announced, Genta recently completed a private placement
of equity securities. A total of 161.58 Premium Preferred Units(TM) were sold in
this offering, resulting in gross proceeds of approximately $16.2 million. Each
Unit consists of 1,000 shares of Genta Series D Preferred Stock, par value $.001
per share, stated value $100.00 per share, and warrants to purchase 5,000 shares
of Genta Common Stock, par value $.001 per share, at any time prior to the fifth
anniversary of the final closing. Each share of Series D Preferred Stock
initially is convertible into 106 shares of Common Stock.
"We are gratified by the market's enthusiastic reception of our private
placement," Weiss added. Mr. Weiss previously noted that the funds from the
placement will be used to accelerate Genta's clinical trials for its proprietary
Anticode(TM) (antisense) products which are intended to treat cancer at its
genetic source. Genta will also seek ad-
-more-
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ditional acquisition candidates which support its strategy of building a product
portfolio that represents varying degrees of development risk and market
potential.
The statements contained in this press release that are not historical
are the forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended including statements regarding the
expectations, beliefs, intentions or strategies regarding the future. The
Company intends that all forward-looking statements be subject to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Genta Incorporated (Nasdaq: GNTAC; GNTA as of 7/24/97) is a
biopharmaceutical company whose strategy consists of building a product and
technology portfolio that represents varying degrees of development risk and
market potential, including Anticode(TM) (antisense) products intended to treat
cancer at its genetic source, oral controlled-release drugs and other genomics
opportunities.
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