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 3, 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 3, 1997, the Company issued the press release attached hereto
as Exhibit 99.1.
ITEM 7. EXHIBIT
99.1 Press Release dated July 3, 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 3, 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
GENTA INCORPORATED RAISES IN EXCESS OF $12 MILLION THROUGH
PRIVATE PLACEMENT OF EQUITY SECURITIES
SAN DIEGO, CA - July 3, 1997--Genta Incorporated (Nasdaq: GNTAC)
announced today that it raised gross proceeds in excess of $12 million through
the private placement of Premium Preferred Units(TM).
"We are very pleased at the overwhelming interest shown by investors in
Genta and its technologies as evidenced by the oversubscription of the
offering," said Michael S. Weiss, Interim Chairman of Genta Incorporated. "This
is an extremely exciting time for the Company. 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.
We will also seek additional acquisition candidates which support our strategy
of building a product portfolio that represents varying degrees of development
risk and market potential."
Following the completion of a $3 million investment by The Aries Fund
and The Aries Domestic Fund, L.P. in February 1997, Genta has embarked on an
aggressive restructuring program. In recent months the Company has: focused its
product and technology development efforts on a few core areas; reduced head
count by almost 50 percent; effected a one-for-ten reverse stock split;
appointed a transitional management team; and raised private placement funds in
excess of $12 million as detailed above. Genta expects to appoint additional
directors and a new chief executive officer during the third quarter of 1997.
Each Unit sold in the private placement consists of 1,000 shares of
Genta 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, at any time prior to the fifth anniversary of the final closing.
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
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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. These forward-looking statements reflect the
Company's views as of the date they are made with respect to future events, but
are subject to many risks and uncertainties, which could cause the actual
results of the Company to differ materially from any future results expressed or
implied by such forward-looking statements. Examples of such risks and
uncertainties include, but are not limited to: the obtaining of sufficient
financing to maintain the Company's planned operations; the timely development,
receipt of necessary regulatory approvals and acceptance of new products; the
successful application of the Company's technology to produce new products; the
obtaining of proprietary protection for any such technology and products; the
impact of competitive products and pricing and reimbursement policies; and the
changing of market conditions. The Company does not undertake to update any
forward-looking statements.
Genta Incorporated (Nasdaq: GNTAC) 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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