GENTA INCORPORATED /DE/
8-K, 1997-08-14
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       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): August 13, 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)


<PAGE>



                               GENTA INCORPORATED

                                    FORM 8-K

                                 CURRENT REPORT

                                TABLE OF CONTENTS


Item 5.  Other Event

Item 7.  Exhibit

Signature



                                      - 2 -


<PAGE>

ITEM 5.  OTHER EVENT

         On August 13,  1997,  the  Company  issued the press  release  attached
hereto as Exhibit 99.1.

ITEM 7.           EXHIBIT

         99.1   Press Release dated August 13, 1997.


                                      - 3 -


<PAGE>

                                    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: August 14, 1997                             /s/Robert E. Klem, Ph.D.
                                                  -----------------------
                                                  Robert E. Klem, Ph.D.
                                                  Vice President and
                                                  Member of the Board


                                      - 4 -


                                                                   Exhibit 99.1

          FOR IMMEDIATE RELEASE                  Contact:  Robert E. Klem, Ph.D.
                                                            JBL Scientific, Inc.
                                                             Phone: 805-544-8524
                                                 



            GENTA INCORPORATED ANNOUNCES SECOND QUARTER 1997 RESULTS


               SAN DIEGO,  CA,  August 13, 1997 -- Genta  Incorporated  (Nasdaq:
          GNTA) announced today its operating results for the second quarter and
          six  months  ended  June 30,  1997.  The  Company  reported a net loss
          totaling  $4.0  million,  or $0.94 per  common  share  for the  second
          quarter of 1997,  compared to a net loss of $3.6 million, or $1.35 per
          common share, for the second quarter of 1996.

               For the six months ended June 30, 1997, Genta reported a net loss
          totaling  $6.9 million,  or $1.67 per common  share,  compared to $7.5
          million, or $2.92 per common share, for the same period ended June 30,
          1996.  This reduction in net loss is  attributable  to the decrease in
          equity of net loss of joint venture,  which was due to the fact that a
          greater  portion of the joint  venture's  development  activities were
          funded by third parties.

               The   reduction   was   partially   offset  by  an  aggregate  of
          approximately  $600,000 in  non-recurring  charges recorded during the
          second  quarter of 1997 which related to the  Company's  restructuring
          and workforce  reductions,  as well as increased selling,  general and
          administrative  expenses due to legal expenses incurred in defending a
          lawsuit  in which  the  Company  prevailed,  and  increased  legal and
          accounting  expenses  related to the equity  offerings  consummated in
          1997 and the  Company's  successful  efforts  to avoid  the  potential
          Nasdaq delisting.

               In recent months the Company has reached a number of  milestones,
          including:

     o    focusing its product and technology  development efforts on a few core
          areas such as  Anticode(TM)  (antisense)  products  intended  to treat
          cancer  at  its   genetic   source   and  the   development   of  oral
          controlled-release drugs
     o    reducing head count by almost 50 percent
     o    appointing a transitional management team
     o    completing a successful private placement.

               The Company  reported cash and cash equivalents of $10 million at
          June 30, 1997.  The Company also  reported a  subscription  receivable
          (which amount was 

                                     (more)


<PAGE>

          received in cash, on July 1) of an additional  $4.2 million related to
          the private  placement  of equity  securities  that closed on June 30,
          1997.

               The Company has reduced the burn rate  associated  with its joint
          venture,  however it believes that it will need substantial additional
          capital to complete its drug development  programs.  Currently,  it is
          negotiating with biotechnology and pharmaceutical  companies regarding
          collaborative  agreements and other financing  arrangements  which, if
          successfully completed, would provide additional financial support for
          its drug  development  programs.  There can be no assurance,  however,
          that any such  collaborative  agreements  or other  sources of funding
          will be available on favorable terms, if at all.

               The  statements  contained  in this  press  release  that are not
          historical  are  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.  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: GNTA) 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.

                         (Financial Information Follows)


<PAGE>

                              GENTA INCORPORATED
                      SELECTED CONSOLIDATED FINANCIAL DATA
                                   (UNAUDITED)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                            QUARTERS ENDED                    SIX MONTHS ENDED
                                                               JUNE 30,                           JUNE 30,
                                                     ---------------------------       ---------------------------
                                                          1997             1996            1997             1996
                                                          ----             ----            ----             ----
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Revenues:
<S>                                                     <C>              <C>              <C>              <C>   
  Product sales                                         $1,093           $1,365           $2,252           $2,611
  Collaborative research and development                    --               --               50               --
                                                     ----------      -----------      -----------      -----------
                                                         1,093            1,365            2,302            2,611
                                                     ----------      -----------      -----------      -----------
Costs and expenses:                                                                                   
   Cost of products sold                                   793              709            1,505            1,264
   Research and development                              1,142            1,453            2,249            3,030
   Selling, general and administrative                   2,115            1,226            3,574            2,335
                                                     ----------      -----------      -----------      -----------
                                                         4,050            3,388            7,328            6,629
                                                     ----------      -----------      -----------      -----------
Loss from operations                                    (2,957)          (2,023)          (5,026)          (4,018)
Equity in net loss of joint venture                       (477)            (942)            (781)          (2,150)
Interest income (expenses), net                            (26)              50               26               32
Accrued dividends on preferred stock                      (573)            (677)          (1,148)          (1,354)
                                                     ----------      -----------      -----------      -----------
Net loss applicable to common shares                   ($4,033)         ($3,592)         ($6,929)         ($7,490)
                                                     ==========      ===========      ===========      ===========
Net loss per common share*                               ($.94)          ($1.35)          ($1.67)          ($2.92)
                                                     ==========      ===========      ===========      ===========
Shares used in computing net loss
  per common share*                                  4,293,722        2,654,225        4,147,358        2,566,944
                                                     ==========      ===========      ===========      ===========
</TABLE>

*Per share data have been adjusted to reflect the  one-for-ten  reverse split of
the Company's outstanding common stock which was effected on April 4, 1997.

                                                         JUNE 30,    JUNE 30,
                                                         -------     -------
                                                          1997        1996
                                                          ----        ----
CONSOLIDATED BALANCE SHEETS DATA:
Cash, cash equivalents and
   short-term investments                               $9,970      $2,321
Working capital (deficit)                                8,179      (3,596)
Total assets                                            23,788      14,581
Notes payable and capital lease
   obligations, less current portion                       917       1,852
Total stockholders' equity                              13,339       4,713

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