GENTA INCORPORATED /DE/
8-K, 1998-05-20
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):  May 19, 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)


<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 May 19, 1998 the Company issued the press release  attached  hereto
as Exhibit 99.1.

ITEM 7.           EXHIBIT

         99.1   Press Release dated May 19, 1998.


                                      - 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: May 20, 1998                            /s/ Kenneth G. Kasses, Ph.D.
                                                  ----------------------------
                                                  Kenneth G. Kasses, Ph.D.
                                                  President and Chief
                                                  Executive Officer


                                      - 4 -


                                                                   Exhibit 99.1




FOR IMMEDIATE RELEASE                  Contact:     Mary Ann Dunnell
#98F004                                             Robinson Lerer & Montgomery
                                                    (212) 484-7797



             GENTA INCORPORATED ANNOUNCES FIRST QUARTER 1998 RESULTS


         SAN  DIEGO,  CA,  MAY 19,  1998 -- Genta  Incorporated  (Nasdaq:  GNTA)
announced  today its  operating  results for the first  quarter  ended March 31,
1998. The Company  reported a reduction in its net loss for the first quarter of
1998, relative to the comparable quarter of 1997. The Company's net loss totaled
$1.9 million,  or $0.33 per common share, for the first quarter of 1998 compared
to a net loss of $3.4 million,  or $.86 per common share,  for the first quarter
of 1997.  The number of  outstanding  common  shares (basic and diluted) used in
calculating the net loss per share increased over the period from 4.0 million to
5.7 million.

         The  Company's  net loss for the first  quarter  of 1998 was lower than
that reported for the comparable  quarter of 1997 as a result of increased sales
and gross margins of products sold by its subsidiary, JBL Scientific,  Inc., and
lower costs.  The operating cost reductions  reflected lower net losses in Genta
Jago resulting largely from a greater portion of the joint venture's  activities
being funded  pursuant to Genta Jago's  collaborative  agreements and from lower
interest  expenses.  During the quarter,  the Company also purchased a supply of
G3139 bulk active  pharmaceutical  ingredient for additional  clinical trials of
this agent, which is in early clinical development in the treatment of a variety
of cancers.

         "The Company  continues to make progress in managing its costs while we
focus and expand our clinical  development  efforts on G3139, our lead antisense
development  compound," said Kenneth Kasses, Ph.D., President and CEO. "With the
recently procured G3139 material,  we are in an excellent position to go forward
with our plan to initiate  several more trials,  which are currently in protocol
development, this year."

         The Company reported cash, cash equivalents and short-term  investments
of $6.8 million at March 31,  1998,  an amount  which  should be  sufficient  to
support its currently anticipated  activities into the start of 1999. Should the
Company  be  successful  in  accelerating  its  development  efforts  or in  its

                                     (more)

<PAGE>

licensing or in  recruiting  key  employees,  the current cash  resources may be
consumed  at greater  rates.  In  addition,  there are  certain  claims by other
parties of the Company's default and legal proceedings that could also adversely
affect the  Company's  ability to conserve  its cash for its future  development
activities.  The Company is anticipating looking for additional financing in the
immediate  future and is currently  planning for such  efforts.  There can be no
assurance  that the  Company  will be  successful  in  finding  such  funding on
acceptable 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  focusing  on its
Anticode(TM)  (antisense)  products  intended  to treat  cancer  at its  genetic
source.

                         (Financial Information Follows)


<PAGE>

Genta Incorporated                                        May 19, 1998
Page 3                                                         #98F004

                               GENTA INCORPORATED
                      SELECTED CONSOLIDATED FINANCIAL DATA
               (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE DATA)


CONSOLIDATED STATEMENTS OF OPERATIONS:                  QUARTERS ENDED MARCH 31,
                                                        ------------------------
                                                        1998              1997
                                                        ------------------------

Revenues:
   Product sales                                       $1,602            $1,159
   Contract Revenue for Genta Jago                         17                87
   Collaborative research and development                                    50
                                                       $1,619            $1,296
                                                    ----------------------------

Cost and expenses:
   Cost of products sold                                 $871              $712
   Research and development                               932             1,194
   Selling, general and administrative                  1,506             1,460
                                                    ----------------------------
Total Cost and Expenses                                $3,309             3,366
                                                    ----------------------------
Loss from operations                                 ($1,690)          $(2,070)

Equity in net loss of joint venture                     (287)             (303)
Other income (expense) net                                 83             (493)
                                                    ----------------------------
Net loss                                             $(1,894)          $(2,866)

Dividends on preferred stock                                0             (575)
                                                    ----------------------------
Net loss applicable to common shares                 $(1,894)          $(3,441)
                                                    ============================
Net loss per common share                              $(.33)            $(.86)
                                                    ============================
Shares used in computing net
  loss per common share                                 5,738             3,999
                                                    ============================


                                                          MARCH 31,   MARCH 31,
CONSOLIDATED BALANCE SHEETS DATA:                            1998      1997
                                                          ---------------------

Cash, Cash Equivalents and Short Term Investments          6,834        1,289
Working Capital (Deficit)                                  4,485       (3,930)
Total Assets                                              14,274       12,104
Notes Payable and Capital Lease Obligations,
  less Current Portion                                       906          980
Total Stockholders' Equity                                 7,532        1,753


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