SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Genta Incorporated
------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
372 45 M 20 7
-------------
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
with a copy to:
Michael S. Weiss Monica C. Lord, Esq.
Paramount Capital Asset Kramer Levin
Management, Inc. Naftalis & Frankel LLP
787 Seventh Avenue 919 Third Avenue
New York, NY 10019 New York, NY 10022
(212) 554-4372 (212) 715-9100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following:
|-|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------- ----------------------------------------
CUSIP No. 372 45 M 20 7 13D Page 2 of 11 Pages
- -------------------------------------- ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, Inc.
- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8 SHARED VOTING POWER
18,147,718
------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,147,718
- -------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,147,718
- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.1% (47.5% of the outstanding voting power)**
- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of December 10, 1998, Paramount Capital
Asset Management, Inc. may be deemed beneficially to own (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 47.5% of the
aggregate voting power of the Common Stock and Series D Preferred Stock
outstanding.
<PAGE>
- -------------------------------------- ----------------------------------------
CUSIP No. 372 45 M 20 7 13D Page 3 of 11 Pages
- -------------------------------------- ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8 SHARED VOTING POWER
6,019,802
------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,019,802
- -------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,019,802
- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.2% (18.3% of the outstanding voting power)**
- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of December 10, 1998, the Aries Domestic
Fund, L.P. may be deemed beneficially to own (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) 18.3% of the aggregate
voting power of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
- -------------------------------------- ----------------------------------------
CUSIP No. 372 45 M 20 7 13D Page 4 of 11 Pages
- -------------------------------------- ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8 SHARED VOTING POWER
12,127,915
------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,127,915
- -------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,127,915
- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.6% (34.2% of the outstanding voting power)**
- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO (see Item 2)
- -----------------------------------------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of December 10, 1998, The Aries Trust may
be deemed beneficially to own (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) 34.2% of the aggregate voting power
of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
- -------------------------------------- ----------------------------------------
CUSIP No. 372 45 M 20 7 13D Page 5 of 11 Pages
- -------------------------------------- ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,866,393 **
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8 SHARED VOTING POWER
18,147,718
------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,866,393**
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,147,718
- -------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,014,111**
- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0% (51.2% of the outstanding voting power)**
- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of December 10, 1998, Lindsay A.
Rosenwald, M.D. may be deemed beneficially to own (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) 51.2% of the
aggregate voting power of the Common Stock and Series D Preferred Stock
outstanding.
<PAGE>
- -------------------------------------- ----------------------------------------
CUSIP No. 372 45 M 20 7 13D Page 6 of 11 Pages
- -------------------------------------- ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hawkins Group, LLC
- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [x]
- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8 SHARED VOTING POWER
526,737
------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
526,737
- -------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,737
- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (1.7% of the outstanding voting power)**
- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO (See Item 2)
- -----------------------------------------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of December 10, 1998, Mr. Michael S.
Weiss may be deemed beneficially to own (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 1.7% of the aggregate voting
power of the Common Stock and Series D Preferred Stock outstanding.
<PAGE>
- -------------------------------------- ----------------------------------------
CUSIP No. 372 45 M 20 7 13D Page 7 of 11 Pages
- -------------------------------------- ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Michael S. Weiss
- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) [x]
- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF (see Item 3)
- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 148,327
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8 SHARED VOTING POWER
526,737
------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
148,327
------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
526,737
- -------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,064
- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%(2.2% of the outstanding voting power)**
- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------
** The outstanding shares of Series D Preferred Stock of the Issuer are entitled
to vote together with the holders of Common Stock on all matters submitted to a
vote of stockholders of the Issuer. As of December 10, 1998, Mr. Michael S.
Weiss may be deemed beneficially to own (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 2.2% of the aggregate voting
power of the Common Stock and Series D Preferred Stock outstanding.
</TABLE>
<PAGE>
SCHEDULE 13D
This Amendment No. 10 amends and supplements the following items
of the Reporting Persons' Statement on Schedule 13D, dated February 24, 1997, as
amended to date (the "Schedule").
Item 3. Source and Amount of Funds or Other Consideration
The information contained in Item 3 to the Schedule is hereby
amended by adding the following:
Between November 23 and December 10, Aries Trust and Aries
Domestic used their respective general funds to purchase 287,206 and 88,600
shares of Common Stock (additional "Purchased Common Stock"), respectively, on
the open market.
Aries Trust made the following purchases:
Date No. of Shares Sales Price
- ---- ------------- -----------
11/23/98 18,800 $1.000
11/25/98 9,500 $1.212
11/30/98 14,800 $1.250
11/30/98 9,500 $1.313
12/02/98 29,500 $1.215
12/02/98 29,500 $1.246
12/03/98 29,500 $1.246
12/04/98 29,500 $1.281
12/07/98 33,300 $1.267
12/08/98 33,300 $1.233
12/09/98 33,300 $1.243
12/10/98 16,700 $1.271
Aries Domestic made the following purchases:
Date No. of Shares Sales Price
- ---- ------------- -----------
11/23/98 6,500 $1.000
11/25/98 3,300 $1.212
11/30/98 5,100 $1.250
11/30/98 3,300 $1.313
12/02/98 10,300 $1.215
12/02/98 10,300 $1.246
12/03/98 10,300 $1.246
12/04/98 10,300 $1.281
12/07/98 11,700 $1.267
12/09/98 11,700 $1.243
12/10/98 5,800 $1.271
Page 8 of 11 Pages
<PAGE>
In addition, on December 2, 1998, Aries Trust and Aries Domestic
purchased an aggregate of 40,000 shares of Series A Preferred Stock in a private
placement pursuant to the Letter Agreement attached hereto as Exhibit AE. Aries
Trust used $190,443.75 of its general funds to acquire 30,000 shares of Series A
Preferred Stock, which are convertible into 217,654 shares of Common Stock and
Aries Domestic used $63,481.25 of its general funds to acquire 10,000 shares of
Series A Preferred Stock, which are convertible into 72,551 shares of Common
Stock.
The Filing Persons disclaim beneficial ownership of all the
Common Stock except the Purchased Common Stock. Mr. Weiss, Hawkins and the Aries
Reporting Persons each disclaim beneficial ownership of the securities held by
each other.
Item 5. Interest in Securities of Issuer.
The information contained in Item 5 to the Schedule is hereby amended
and supplemented to read as follows:
(a) As of December 10, 1998: Dr. Rosenwald, as the sole
shareholder of Paramount Capital and as the holder of
Placement Warrants and Advisory Warrants, may be deemed
beneficially to own 21,014,111 shares or 74.0% of the
Issuer's Common Stock; Paramount Capital, through the
acquisitions of securities by Aries Trust and Aries
Domestic, may be deemed beneficially to own 18,147,718
shares or 71.1% of the Issuer's Common Stock; and Mr. Weiss,
as Managing Member of Hawkins and as the holder of
securities of the Issuer, may be deemed to beneficially own
675,064 shares or 6.7% of the Issuer's Common Stock. Aries
Domestic, Aries Trust and Hawkins may be deemed beneficially
to own the following numbers of shares of Common Stock:
Aries Domestic 6,019,802
Aries Trust 12,127,915
Hawkins 526,737
Pursuant to Rule 13d-4 promulgated under the Securities
Exchange Act of 1934, as amended, the Filing Persons
disclaim beneficial ownership of all the Common Stock except
the Purchased Common Stock. Pursuant to Rule 13d-4
promulgated under the Securities Exchange Act of 1934, as
amended, the Aries Reporting Persons, Mr. Weiss and Hawkins
each disclaim beneficial ownership of the securities held by
each other.
The outstanding shares of Series D Preferred Stock of the
Issuer are entitled to vote together with the holders of
Common Stock on all matters submitted to a vote of
stockholders of the Issuer. As of December 10, 1998, Dr.
Rosenwald, Paramount Capital and Aries Trust may be deemed
beneficially to own (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 51.2%,
47.5% and 34.2%, respectively,
Page 9 of 11 Pages
<PAGE>
of the aggregate voting power of the Common Stock and Series
D Preferred Stock outstanding.
(b) Dr. Rosenwald and Paramount Capital share the power to vote
or to direct the vote and to dispose or to direct the
disposition of those shares owned by each of Aries Domestic
and Aries Trust. Dr. Rosenwald has the sole power to vote or
to direct the vote and to dispose or to direct the
disposition of the shares underlying the Placement Warrants
and Advisory Warrants held by him. Mr. Weiss and Hawkins
share the power to vote or to direct the vote and to dispose
or to direct the disposition of the shares owned by Hawkins.
Mr. Weiss has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of the shares
that he owns.
(c) Other than certain of the open market and private placement
purchases of Common Stock reported in Item 3, the Reporting
Persons have not engaged in any transactions in the Common
Stock of the Issuer in the past 60 days.
(d)&(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
The information contained in Item 7 to the Schedule is hereby amended by
adding the following:
Exhibit AE: Letter Agreement between Aries Domestic, Aries Trust
and Froley Revy Investment Co. Inc.
Page 10 of 11 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: December 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By: Paramount Capital Asset Management, Inc.
General Partner
Dated: December 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
THE ARIES TRUST
By: Paramount Capital Asset Management, Inc.
Investment Manager
Dated: December 11, 1998
New York, NY By: /s/ Lindsay A. Rosenwald
---------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
Dated: December 11, 1998
New York, NY /s/ Lindsay A. Rosenwald
-------------------------------------
Lindsay A. Rosenwald, M.D.
Dated: December 11, 1998
New York, NY /s/ Michael S. Weiss
-------------------------------------
Mr. Michael S. Weiss
HAWKINS GROUP, LLC
Dated: December 11, 1998
New York, NY By: /s/ Michael S. Weiss
---------------------------------
Mr. Michael S. Weiss
Managing member
Page 11 of 11 Pages
<PAGE>
EXHIBIT AE
----------
October 13, 1998
VIA FACSIMILE (310) 824-4235
- ----------------------------
Froley Revy Investment Co. Inc.
10900 Wilshire Boulevard
Suite 900
Los Angeles, CA 90024
ATTN: Lilly Yu
Re: Letter Agreement
----------------
This letter agreement (the "Agreement") sets forth the entire
understanding among The Aries Master Fund, a Cayman Island exempted company (the
"Master Fund"), the Aries Domestic Fund, L.P., a Delaware limited partnership
(the "Partnership", and collectively with the Master Fund, the "Funds" or the
"Purchasers") Froley Revy Investment Co. Inc. (the "Advisor") and the Sellers
listed on Exhibit A hereto (each of which is herein referred to as a "Seller")
(the "Seller") with respect to the purchase of an aggregate of 40,000 shares of
Series A Preferred Stock (the "Shares") of Genta Incorporated (the "Company")
(together with any and all rights, claims and causes of action of any kind,
known or unknown, contingent or matured, arising out of or relating to Seller's
acquisition, ownership or sale of such Shares which such Seller has or may have
against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset
Management, Inc. or any of their respective present or former officers,
directors, employees, shareholders, affiliates, agents or advisors (other than
claims arising out of this Agreement)) by the Funds from the Sellers:
Purchasers:
The Aries Master Fund, a Cayman Island exempted
company
The Aries Domestic Fund, L.P., a Delaware limited
partnership
The allocation as between the Master Fund and the
Partnership is set forth on Schedule A attached
hereto.
Aggregate Price: $253,925.00
Transaction: Subject to the terms and conditions set forth herein,
the Seller hereby agrees to sell and transfer to the
Purchasers, and the Purchasers hereby agree to
purchase from the Seller in the amounts set forth on
Exhibit A hereto, the Shares (together with any and
all rights, claims and causes of action of any kind,
known or unknown, contingent or matured, arising out
of or relating to Seller's acquisition, ownership or
sale of such Shares which such Seller has or may have
against the Company, the Funds, Paramount Capital,
Inc., Paramount Capital Asset
<PAGE>
Management, Inc. or any of their respective present or
former officers, directors, employees, shareholders,
affiliates, agents or advisors (other than claims
arising out of this agreement)) at the Closing (as
defined below) for the Aggregate Price set forth
above. At such Closing, the Seller, or its nominee,
will deliver to the Funds certificates for the Shares
with duly endorsed stock powers, against payment of
the purchase price therefor by the Funds, by wire
transfer to the Seller.
Closing: The Closing shall take place on the date hereof or at
such other time and place as mutually agreed to by the
parties.
Conditions to
Purchasers' Obligations: The obligation of the Purchasers to purchase and pay
for the Shares at the Closing is subject to the
satisfaction on or prior to the date of the Closing of
the following conditions, which may only be waived by
written consent of the Purchasers:
(a) all of the representations and warranties of the
Seller contained in this Agreement shall be true and
correct at and as of the date of the Closing with the
same effect as if made on the date of the Closing,
except to the extent of changes caused by the
transactions contemplated hereby;
(b) all of the covenants and agreements of the Seller
contained in this Agreement and required to be
performed on or prior to the date of the Closing shall
have been performed in a manner satisfactory in all
respects to the Purchasers;
(c) no action or proceeding before any court or
governmental body shall be pending or threatened
wherein an unfavorable judgment, decree or order would
prevent the carrying out of this Agreement or any of
the transactions contemplated hereby, declare unlawful
the transactions contemplated by this Agreement or
cause such transactions to be rescinded; and
(d) the Purchasers shall have received such
certificates, assignments of rights and such other
documents and instruments as the Purchasers may
reasonably request in connection with, and to effect,
the transactions contemplated by this Agreement.
Conditions to Seller's
Obligations: The obligation of the Seller to sell the Shares to
Purchasers as set forth herein at the Closing is
subject to the satisfaction on or prior to the date of
the Closing of the following conditions, any of which
may be waived by the Seller:
-2-
<PAGE>
(a) all of the covenants and agreements of the
Purchasers contained in this Agreement and required to
be performed on or prior to the date of the Closing
shall have been performed in a manner satisfactory in
all respects to the Sellers;
(b) the representations and warranties of the
Purchasers contained in this Agreement shall be true
and correct at and as of the date of the Closing with
the same effect as if made on the date of the Closing,
except to the extent of changes caused by the
transactions contemplated hereby; and
(c) no action or proceeding before any court or
governmental body shall be pending or threatened
wherein an unfavorable judgment, decree or order would
prevent the carrying out of this Agreement or any of
the transactions contemplated hereby, declare unlawful
the transactions contemplated by this Agreement or
cause such transactions to be rescinded.
Sellers' Representations
and Warranties: Each Seller represents and warranties to the Purchaser
acquiring its shares hereunder as follows:
(a) the Seller has full power and authority to enter
into this Agreement and to perform its obligations
hereunder. This Agreement constitutes a legal, valid
and binding obligation of the Seller, enforceable in
accordance with its terms and conditions. The Seller
need not give any notice to, make any filing with, or
obtain any authorization, consent or approval of any
government or governmental agency in order to
consummate the transactions contemplated by this
Agreement;
(b) neither the execution and delivery of this
Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any provision of
the Seller's charter or by-laws, or (ii) conflict
with, result in the acceleration of, create in any
party the right to accelerate, terminate, modify,
cancel or require any notice under any agreement,
contract, lease, license, instrument or other
arrangement to which the Seller is a party or by which
the Seller is bound or to which any of its assets is
subject;
(c) the Seller has no obligation to pay any fees or
commissions to any broker, finder, agent, financial
person or other intermediary with respect to the
transactions contemplated by this Agreement for which
the Purchasers could become liable;
-3-
<PAGE>
(d) the Seller is the holder of record of, and
beneficially owns, the Shares free and clear of any
restrictions on transfer (other than any restrictions
under the Act (as defined below), and state securities
laws), taxes, security interests, warrants, options,
purchase rights, contracts, commitments, equities,
claims and demands. The Seller is not a party to any
option, warrant, purchase right, or other contract or
commitment that could require the Seller to sell,
transfer or otherwise dispose of any capital stock of
the Company (other than this Agreement). The Seller is
not a party to any voting trust, proxy, or other
agreement or understanding with respect to the voting
of any capital stock of the Company. All of the Shares
are validly issued, fully paid and non-assessable;
(e) the rights assigned and transferred by the Seller
to the Purchasers pursuant to this Agreement shall be,
upon consummation of the Closing, enforceable against
the Company by the Funds as assignee of Seller after
the date of the Closing in accordance with the terms
hereof.
Advisor's
Representations
and Warranties: The Advisor represents and warrants to the Purchasers
as follows:
(a) the Advisor has full power and authority to enter
into this Agreement on behalf of the Sellers and to
bind the Sellers to the obligations and agreements
contained herein; and
(b) the Advisor has discretionary investment authority
with respect to the Shares and has the full
irrevocable power to act on the Seller's behalf in the
place and stead of the Seller as true and lawful
attorney in fact pursuant to appropriate legal
documentation provided to the Purchasers.
The Purchasers'
Representations
and Warranties: The Purchasers represent and warrant to the Sellers as
follows:
(a) the Purchasers have full power and authority to
enter into this Agreement and to perform their
obligations hereunder. This Agreement constitutes a
legal, valid and binding obligation of each of the
Purchasers, enforceable in accordance with its terms
and conditions. The Purchasers need not give any
notice to, make any filing with, or obtain any
authorization, consent or approval of any government
or governmental agency in order to consummate the
transactions contemplated by this Agreement;
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<PAGE>
(b) neither the execution and delivery of this
Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any provision of
the Funds' certificate of limited partnership,
partnership agreement, declaration of trust, trust
agreement or other organizational document, or (ii)
conflict with, result in the acceleration of, create
in any party the right to accelerate, terminate,
modify, cancel or require any notice under any
agreement, contract, lease, license, instrument or
other arrangement to which any of the Purchasers is a
party or by which any of the Purchasers is bound or to
which any of its assets is subject;
(c) the Purchasers have no obligation to pay any fees
or commissions to any broker, finder, agent, financial
person or other intermediary with respect to the
transactions contemplated by this Agreement for which
the Seller could become liable;
(d) the Purchasers are not acquiring the Shares with a
view to, or for, sale in connection with any
distribution thereof within the meaning of the Act.
Each of the Purchasers is acquiring the Shares to be
purchased by it for its own account, beneficially and
not as a nominee for or for the account of another.
Each of the Purchasers is an "accredited investor"
within the meaning of Regulation D promulgated under
the Securities Act of 1933, as amended (the "Act");
and
(e) the Purchasers have received a copy of the
Prospectus dated February 1, 1996 covering the resale
of the Shares.
Additional Provision: Each of the Sellers and the Advisor and its personnel
responsible for managing and conducting its affairs
(i) have been afforded an opportunity to make such
inquiry regarding the business and affairs of the
Company as they have deemed appropriate, (ii) have
made a thorough investigation of the prospects of the
Company, (iii) acknowledge and understand that the
Funds have previously made and retain a substantial
investment in the Company, and may have superior
access to information regarding its affairs and
prospects which, if known to the Sellers, might be
material to the Sellers decisions to enter into this
Agreement, (iv) acknowledge and understand that the
Funds may possess and may come into possession of
certain information which is not known to the Sellers
and the Advisor and which may be material to a
decision to acquire and/or sell the Shares, and (v)
have such knowledge and experience in financial and
business matter to enable them to evaluate the merits
and risks of the transactions contemplated by this
Agreement.
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<PAGE>
Covenants of the
Seller: (a) Until closing, the Sellers shall take no action to
enforce their rights as Series A or common
stockholders (i) under the Company's Amended and
Restated Articles of Incorporation, (ii) pursuant to
the Unit Purchase Agreement (as defined below) or
(iii) by contract, at common law, by statute, rule or
regulation or otherwise at law or equity, with respect
to the Shares (including any common stock into which
the Shares are convertible).
(b) Along with the transfer of the Shares, the Seller
hereby assigns to the Funds the following rights: (a)
all rights of Seller under the September 23, 1993 Unit
Purchase Agreement, pursuant to which the Seller
purchased the Shares (the "Unit Purchase Agreement"),
with respect to the Shares; (b) all rights of the
Seller granted to the Seller under the Company's
Amended and Restated Articles of Incorporation and/or
bylaws with respect to the Shares; (c) all rights,
claims and causes of action of any kind, known or
unknown, contingent or matured, arising out of or
relating to Seller's acquisition, ownership or sale of
such Shares which such Seller has or may have against
the Company, the Funds, Paramount Capital, Inc.,
Paramount Capital Asset Management, Inc. or any of
their respective present or former officers,
directors, employees, shareholders, affiliates, agents
or advisors (other than claims arising out of this
agreement)) and (d) any other rights of the Seller
with respect to the Shares whether by contract, at
common law, by statute, rule or regulation or
otherwise at law or equity.
Non-solicitation: Pending the Closing, the Sellers shall not, directly
or indirectly, through any officer, director, agent or
otherwise, negotiate or discuss with any third party,
any proposal with respect to a sale or any other
transaction regarding the Shares or the shares of
common stock underlying the Shares, other than to
notify the Company of the Seller's intent to sell as
required in the Unit Purchase Agreement.
Miscellaneous: (a) All representations, warranties, covenants and
agreements contained in this Agreement, or in any
document, exhibit, schedule or certificate by any
party delivered in connection herewith shall survive
the execution and delivery of this Agreement and the
date of the Closing and the consummation of the
transactions contemplated hereby, regardless of any
investigation made by any of the Purchasers or Sellers
or on their behalf.
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<PAGE>
(b) The parties hereto shall not disclose to any party
(other than their respective advisors) the content or
the existence of this letter agreement or the
transactions contemplated herein, except as may be
required by law, until such time as a closing has
occurred.
(c) The validity, performance, construction and effect
of this Agreement shall be governed by the internal
laws of the State of New York without giving effect to
principles of conflicts of law.
This letter shall constitute the definitive agreement with respect to
the purchase of the Shares and is intended to be binding upon the parties. If
the foregoing accurately reflects your understanding of the definitive terms
pursuant to which the Purchasers will acquire the above referenced Shares,
please so indicate by signing this letter agreement on the space provided below
and returning a facsimile copy of this letter to us at (212) 554-4355, whereupon
this Agreement shall constitute a binding agreement among us.
Sincerely,
THE ARIES MASTER FUND
By:
-------------------------------------------
Lindsay A. Rosenwald, M.D., Chairman
Paramount Capital Asset Management, Inc.
Investment Advisor to The Aries Master Fund
ARIES DOMESTIC FUND, L.P.
By:
-------------------------------------------
Lindsay A. Rosenwald, M.D., President
Paramount Capital Asset Management, Inc.
General Partner, Aries Domestic Fund L.P.
AGREED TO AND ACCEPTED AS OF
THE DATE FIRST WRITTEN ABOVE:
Froley Revy Investment Co. Inc.
as agent and attorney-in-fact for the
Sellers listed on Exhibit A attached hereto
By: ____________________________
Name:
Title:
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