GENTA INCORPORATED /DE/
10-Q/A, 1997-11-19
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
                               (Amendment No. 1)


                                   (MARK ONE)

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-19635


                               GENTA INCORPORATED
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)

                    Delaware                                   33-0326866
         (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)


           3550 General Atomics Court
              San Diego, California                               92121
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


                                 (619) 455-2700
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                Yes [X]    No [ ]


         As of October 31, 1997, the  registrant had 4,458,518  shares of common
stock outstanding.


================================================================================


<PAGE>

                                   SIGNATURES

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 thereunto duly authorized.


                                  GENTA INCORPORATED
                                  (Registrant)



                                  By:      /s/ Kenneth G. Kasses, Ph.D.
                                           ----------------------------
                                  Name:    Kenneth G. Kasses, Ph.D.
                                  Title:   President and Chief Executive Officer




                                  By:      /s/ Robert E. Klem, Ph.D.
                                           -------------------------
                                  Name:    Robert E. Klem, Ph.D.
                                  Title:   Principal Accounting Officer


Date:    November 19, 1997


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     CONDENSED  CONSOLIDATED  BALANCE  SHEETS  AND  CONSOLIDATED  STATEMENTS  OF
     OPERATIONS CONTAINED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE
     QUARTER  ENDED  SEPTEMBER  30,  1997 AND IS  QUALIFIED  IN ITS  ENTIRETY BY
     REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                               DEC-31-1997
<PERIOD-START>                                  JAN-01-1997
<PERIOD-END>                                    SEP-30-1997
<CASH>                                            6,781,453
<SECURITIES>                                              0
<RECEIVABLES>                                     4,533,111
<ALLOWANCES>                                              0
<INVENTORY>                                         786,439
<CURRENT-ASSETS>                                 12,349,204
<PP&E>                                            5,473,889
<DEPRECIATION>                                   (2,736,296)
<TOTAL-ASSETS>                                   19,385,577
<CURRENT-LIABILITIES>                             7,973,308
<BONDS>                                                   0
                                     0
                                             704
<COMMON>                                              4,459
<OTHER-SE>                                        9,447,547
<TOTAL-LIABILITY-AND-EQUITY>                     19,385,577
<SALES>                                           3,458,936
<TOTAL-REVENUES>                                  3,508,936
<CGS>                                             2,339,845
<TOTAL-COSTS>                                    12,363,721
<OTHER-EXPENSES>                                          0
<LOSS-PROVISION>                                          0
<INTEREST-EXPENSE>                                  249,523
<INCOME-PRETAX>                                           0
<INCOME-TAX>                                              0
<INCOME-CONTINUING>                                       0
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                    (18,926,044)
<EPS-PRIMARY>                                         (4.45)
<EPS-DILUTED>                                             0
        


</TABLE>


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