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 1, 1998
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 1, 1998 the Company issued the press release attached hereto
as Exhibit 99.1.
ITEM 7. EXHIBIT
99.1 Press Release dated July 1, 1998.
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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 2, 1998 /s/ Kenneth G. Kasses, Ph.D.
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Kenneth G. Kasses, Ph.D.
President and Chief
Executive Officer
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FOR IMMEDIATE RELEASE Contact: Kenneth G. Kasses, Ph.D.
President & CEO
(781) 402-3450
GENTA RECEIVES CONSENT TO WAIVE REGISTRATION OF COMMON STOCK
UNDERLYING ITS SERIES D PREFERRED STOCK
SAN DIEGO, CA, July 1, 1998 -- Genta Incorporated (Nasdaq: GNTA) today announced
that it has received consents from the holders of a majority of Genta's Series D
Preferred Stock to waive the Company's obligation to use best efforts to obtain
the effectiveness of a registration statement with the SEC as to the underlying
Common Stock. In exchange, the Company agreed to waive the contractual "lock-up"
provisions to which such consenting holders are subject and which provisions
would have prevented the sale of up to 75% of their securities for a nine-month
period following the effectiveness of the registration statement; and to extend
to January 29, 1999 from June 29, 1998 the Reset Date referred to in the
Certificate of Designation of the Series D Preferred Stock. Accordingly, the
Common Stock underlying such holders' shares of Series D Preferred Stock may be
sold in accordance with the limitations of Rule 144 promulgated under the
Securities Act of 1993, as amended. In addition, the Company will also issue to
such holders warrants to purchase, at $0.94375 per share, an aggregate of up to
807,900 shares of Common Stock, subject to certain anti-dilution adjustments,
exercisable until June 29, 2002. The Company had conditioned the effectiveness
of such consent on its acceptance by a majority of the Series D Preferred
Stockholders.
Genta Incorporated (Nasdaq: GNTA) is a biopharmaceutical company whose strategy
consists of building a product and technology portfolio concentrating on its
Anticode(TM) (antisense) products intended to treat cancer at its genetic
source.
The statements contained herein 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
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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.
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