SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 4, 1999
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GENTA INCORPORATED
(Exact name of registrant as specified in its charter)
Commission file number 0-19635
Delaware 33-0326866
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
99 Hayden Avenue, Suite 200, Lexington, Massachusetts
02421 (Address of principal executive offices)
(Zip Code)
(781) 860-5150
(Registrant's telephone number, including area code)
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GENTA INCORPORATED
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
Item 5. Other Event....................................................3
Item 7. Exhibit........................................................3
Signature.....................................................................4
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Item 5. OTHER EVENT
On August 4, 1999 the Company issued the press release attached to this
Form as Exhibit 99.1.
Item 7. EXHIBIT
99.1 Press Release dated August 4, 1999.
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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.
Date: August 13, 1999
GENTA INCORPORATED
/s/ Kenneth G. Kasses, Ph.D.
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Kenneth G. Kasses, Ph.D.
Chairman of the Board of Directors,
President and Principal Executive Officer
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Exhibit 99.1
Press Release
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
Gerald Schimmoeller For General Info: Susan Jayson (212) 661-8030
Vice President & CFO For Analyst Info: Brian Gill (212) 661-8030
(781) 860-5143 For Media Info: Deanne Eagle (212) 661-8030
FOR IMMEDIATE
RELEASE:
AUGUST 4, 1999
GENTA INCORPORATED ANNOUNCES
SECOND QUARTER 1999 RESULTS
Highlights
o Genta completes the sale of its wholly-owned specialty chemicals subsidiary
for approximately $5 million in cash.
o Three of Genta's research collaborators present their clinical findings
with the Company's lead compound, G3139, at ASCO's annual meeting in
mid-May.
o Genta and the National Cancer Institute enter into a Cooperative Research &
Development Agreement.
o A phase 1/2a study is initiated at Georgetown University Medical Center's
Lombardi Cancer Center.
o Genta receives a notice of allowance of several important claims for a
patent from the United States Patent and Trademark Office.
LEXINGTON, MA, August 4, 1999 -- Genta Incorporated (Nasdaq: GNTA) today
announced its operating results for the second quarter ended June 30, 1999. The
Company reported a net loss applicable to common shareholders totaling $0.7
million, or $(0.04) per common share on 16.4 million shares for the three months
ended June 30, 1999, compared to a net loss of $1.5 million, or $(0.26) per
common share on 5.7 million shares, for the same period in 1998. For the six
months ended June 30, 1999, the Company's net loss applicable to common
shareholders was $1.3 million, or $(0.09) per share, compared to a loss of $3.3
million, or $(0.57) per share for the same period in 1998.
The Company's total operating expenses for the three months ended June 30, 1999
increased approximately $0.6 million over the same period last year due
primarily to $0.1 million additional material for clinical trials, $0.1 million
for accounting fees and non-cash charges of $0.1 million for certain abandoned
patents and $0.2 million related to stock options for employees and professional
services. The net loss includes a $1.6 million gain from discontinued operations
related to the sale of substantially all the assets of its wholly-owned
specialty chemicals subsidiary, JBL Scientific, Inc. and $0.4 million in accrued
dividends payable in the Company's common stock to preferred stockholders.
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"We had several significant achievements during the second quarter 1999," said
Kenneth G. Kasses, Ph.D., Chairman, President and CEO of Genta. "In May, we
completed the sale of substantially all the assets of our wholly-owned specialty
chemicals subsidiary to Promega Corporation for approximately $5 million in cash
including $0.25 million that may be withheld by Promega while the closing
balance sheet of JBL is evaluated, a promissory note for $1.2 million and
pharmaceutical development services supporting Genta's development of its lead
cancer therapeutic candidate, G3139."
"Also in May, three of our collaborators presented their clinical findings with
our lead compound, G3139, at the American Society of Clinical Oncology's annual
meeting. Additionally, we entered into a Cooperative Research and Development
Agreement (CRADA) with the National Cancer Institute to expand the development
program for G3139 into three additional cancers, small cell lung, colorectal and
leukemia. We also initiated a Phase 1/2a study at Georgetown University Medical
Center's Lombardi Cancer Center."
"More recently, we received a notice of allowance of several important claims
for a patent from the United States Patent and Trademark Office. We believe
these allowed claims will offer broad protection for the use of antisense,
including Genta's lead drug candidate G3139, targeted to the bcl-2 gene to
sensitize cancer cells or to kill cancer cells either with bcl-2 antisense alone
or in combination with chemotherapy agents."
Genta Incorporated 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. Please
visit our newly revised web site at www.genta.com for more detailed information
on Genta and our G3139 development program.
To receive Genta Incorporated's latest news release and other corporate
announcements via fax, at no cost, dial 1-800-PRO-INFO; use the Company's symbol
GNTA. Or visit The Financial Relations Board's web site at www.frbinc.com.
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 Exchange Act of 1934,
as amended, including statements regarding the expectations, beliefs, intentions
or strategies regarding the future. Without limiting the foregoing, the words
"anticipates," "believes," "expects," "intends," "may" and "plans" and similar
expectations are intended to identify forward-looking statements. 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. For example, the results obtained in pre-clinical studies may not be
indicative of results that will be obtained in clinical trials; Genta has not
successfully completed human clinical trials of a product based on antisense
technology; and delays in the completion of clinical trials as a result of
delays in patient enrollment or other factors may
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occur. Examples of such risks and uncertainties also 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 forward-looking statements.
Financial tables follow.
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Genta Incorporated
Selected Condensed Consolidated Financial Data (Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Collaborative research and development $ -- $ 17 $ -- $ 35
Cost and expenses:
Research and development 753 572 1,843 1,386
General and administrative 1,202 750 2,314 1,745
-------- -------- -------- --------
Total cost and expenses 1,955 1,322 4,157 3,131
Loss from operations (1,955) (1,305) (4,157) (3,096)
Equity in net loss of joint venture 0 71 2,284 (85)
Other income (expense), net 32 95 (67) 176
-------- -------- -------- --------
Loss from continuing operations (1,923) (1,139) (1,940) (3,005)
Loss from discontinued operations 0 (376) (189) (273)
Gain on sale of discontinued operations 1,607 0 1,607 0
-------- -------- -------- --------
Net loss (316) (1,515) (522) (3,278)
Dividends accrued on preferred stock (400) 0 (742) 0
-------- -------- -------- --------
Net loss applicable to common shareholders $ (716) $ (1,515) $ (1,264) $ (3,278)
Net (Loss) income per share
Continuing operations $ (0.14) $ (0.19) $ (0.19) $ (0.52)
Discontinued operations 0.10 (0.07) 0.10 (0.05)
-------- -------- -------- --------
Net loss applicable to common shares $ (0.04) $ (0.26) $ (0.09) $ (0.57)
Shares used in computing net loss per share 16,393 5,745 14,657 5,736
</TABLE>
Condensed Consolidated Balance Sheet Data
June 30, December 31,
1999 1998
Cash, cash equivalents and
short-term investments $3,726 $2,458
Working capital 2,767 3,629
Total assets 6,540 7,551
Total stockholders' equity 3,946 2,959
