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): September 10, 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 1. Change in Control of Registrant
Item 5. Other Events
Item 7. Exhibits
Signature
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ITEM 1. Change in Control of Registrant
As reported in the Company's current report on Form 8-K dated January
28, 1997, pursuant to the Note and Warrant Purchase Agreement (the "Purchase
Agreement") entered into by and among the Company, The Aries Trust, a Cayman
Island Trust ("Aries Trust") and the Aries Domestic Fund, L.P. ("Aries Domestic"
and, together with Aries Trust, the "Aries Funds"), dated as of January 28,
1997, the Aries Funds were granted the right to designate nominees constituting
a majority of the members of the Board of Directors of the Company, subject to
certain conditions. On September 11, 1997, the Aries Funds designated Glenn L.
Cooper, M.D., Donald G. Drapkin, Bobby W. Sandage, Jr., Ph.D. and Andrew J.
Stein as nominees to the Board of Directors of the Company (the "Board"), such
persons were elected as Directors of the Company, Michael S. Weiss stepped down
as Interim Chairman and the Board elected Mr. Drapkin Chairman and Mr. Weiss
Vice Chairman (see Exhibit 99.2).
Under the Purchase Agreement, the Aries Funds invested a total of
$3,000,000 in the Company, and the Company issued to the Aries Funds (i) Senior
Secured Convertible Bridge Notes ("Notes"), which are convertible into 60,000
shares of Series D Convertible Preferred Stock of the Company ("Preferred
Stock") (not including shares of Preferred Stock issuable upon conversion of the
interest on the Notes) ($650,000 of Notes were converted into 13,000 shares of
Preferred Stock on May 29, 1997), which 60,000 shares of Preferred Stock are in
turn presently convertible into 6,357,616 shares of common stock of the Company
("Common Stock"), subject to antidilution adjustments, and (ii) warrants to
purchase Common Stock which are exchangeable, and that have been exchanged, for
new warrants presently exerciseable to purchase up to 6,357,616 shares of Common
Stock at an exercise price of $0.471875 per share. In addition, the Aries Funds
had purchased 91,500 shares of Common Stock on the open market before entering
into the Purchase Agreement, and, since entering into the Purchase Agreement,
the Aries Funds have acquired additional warrants to purchase 50,000 shares of
Common Stock at an exercise price of $2.50 per share as consideration for
extending a line of credit to the Company and acquired additional Warrants and
Preferred Stock of the issuer in a private placement presently exerciseable and
convertible for an aggregate of 50,000 and 1,059,603 shares of Common Stock,
respectively, at a present exercise or conversion price of $.94375 per share.
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
the Aries Funds may now be deemed beneficially to own an aggregate of 41.3% of
the voting securities of the Company (including shares of Preferred Stock
issuable upon conversion of the interest on the Notes accrued through August 31,
1997, but excluding interest accrued since then), and the Aries Funds currently
hold an aggregate of 11.0% of the outstanding voting securities of the Company.
ITEM 5. Other Events
On September 10, 1997, the Company issued the press release attached
hereto as Exhibit 99.1.
On September 11, 1997, the Company issued the press release attached
hereto as Exhibit 99.2
ITEM 7. Exhibits
99.1 Press Release dated September 10, 1997.
99.2 Press Release dated September 11, 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: September 16, 1997
/s/ Robert E. Klem, Ph.D.
-------------------------
Robert E. Klem, Ph.D.
Vice President and
Member of the Board
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Robert E. Klem, Ph.D.
JBL Scientific, Inc.
805-544-8524
GENTA INCORPORATED FILES AN AMENDED FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997 TO CONFORM WITH
RECENTLY-ADOPTED SEC FINANCIAL REPORTING GUIDELINES
No Impact on Reported Net Loss, Balance Sheet or Cash Position
SAN DIEGO, CA, September 10, 1997 - Genta Incorporated (Nasdaq: GNTA) announced
that is has filed an amendment to its Form 10-Q filed with the Securities and
Exchange Commission on August 14, 1997. As a result of a recently adopted
position by the SEC Staff on accounting for convertible preferred stock that is
convertible at a discount to market, the Company has restated the previously
reported unaudited loss per common share for the three and six months ended June
30, 1997. There was no effect on any balance sheet or income statement accounts
previously reported by the Company, and the restatement has no cash impact on
the Company.
After giving effect to this item, the Company's recalculated net loss per common
share for the three months and six months ended June 30, 1997, is $2.72 and
$3.51, respectively.
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.
####
FOR IMMEDIATE RELEASE Contact: Robert E. Klem, Ph.D.
JBL Scientific, Inc.
805-544-8524
GENTA APPOINTS DONALD DRAPKIN AS DIRECTOR AND CHAIRMAN
Michael Weiss Is Selected As Vice Chairman
Three Additional New Directors Are Elected
SAN DIEGO, CA, September 11, 1997 -- Genta Incorporated (Nasdaq: GNTA) today
announced that its Board of Directors has elected a new Chairman: Donald G.
Drapkin, Vice Chairman of MacAndrews & Forbes Holdings, Inc.; Chairman of Cardio
Technologies, Inc., and VIMRX Pharmaceuticals Inc.; and Director of numerous
corporations including Revlon, Inc. and The Coleman Company, Inc. Mr. Drapkin
succeeds Michael S. Weiss - Senior Managing Director of Paramount Capital, Inc.,
and Chairman of Procept Inc. - who has served as Genta's Chairman on an interim
basis. Mr. Weiss will continue to serve on the Genta Board, as Vice Chairman.
The Board elected the following three new directors in addition to Mr. Drapkin:
o Glenn L. Cooper, M.D., who is President and Chief Executive Officer of
Interneuron Pharmaceuticals, Inc. Dr. Cooper is also Chairman and Acting
President and CEO of Transcell Technologies, Inc., Chairman of Intercardia,
Inc. and Chairman of Progenitor, Inc. Dr. Cooper was formerly affiliated
with Eli Lilly and Company, where he held a variety of positions in
clinical research and regulatory affairs.
o Bobby W. Sandage, Jr., Ph.D., who is Executive Vice President, Research and
Development, and Chief Scientific Officer, Interneuron Pharmaceuticals,
Inc., and Adjunct Professor Of Pharmacology, Massachusetts College of
Pharmacy. Dr. Sandage formerly held various positions in the Cardiovascular
Research and Development division of DuPont Merck Pharmaceutical Company.
o Andrew J. Stein, Chairman of the Board, Asia Pacific Holdings Corporation,
and Equity Partner in Metromedia Asia. Mr. Stein was formerly President of
the New York City Council and Manhattan Borough President. Mr. Stein was
-more-
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also a Member of the New York State Assembly where he served on the Health
Committee and was appointed by Gov. Nelson Rockefeller as Chairman of the
Commission on Living Costs and the Economy, which reformed the nursing home
industry in New York State.
The Company also announced the resignation of two directors, Paul O. P. Ts'o,
Ph.D., and Sharon B. Webster, Ph.D., who will remain consultants to Genta.
Robert E. Klem, Ph.D., will remain a director, bringing the Genta Board of
Directors to a total of six members.
"We want to extend a warm welcome to our new Board members, whose significant
professional accomplishments will be of immense benefit in Genta's continuing
development," Mr. Weiss stated. "At the same time, the Board expresses deep
gratitude to Drs. Ts'o and Webster for their many and invaluable contributions.
We look forward to their continued counsel as consultants."
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.
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