Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________________________________
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): April 2,
2009
GENTA
INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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Two
Connell Drive, Berkeley Heights, NJ
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(908) 286-9800
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(Registrant’s
telephone number, including area
code)
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(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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As
previously disclosed on April 3, 2009, on April 2, 2009 Genta Incorporated (the
“Company”) closed on a securities purchase agreement (the “Securities Purchase
Agreement”), with certain accredited institutional investors listed on the
signature page thereto, to place up to $12 million of senior secured convertible
notes (the “2009 Notes”) and corresponding warrants (the “Warrants”) to purchase
common stock with such investors (the “Financing”). The Company
closed with gross proceeds of approximately $6 million of such 2009 Notes and
Warrants and with net proceeds of approximately $5.2 million after deducting
commissions and estimated expenses. With such net proceeds from the
initial closing, and assuming the remaining $6 million does not close, the
Company believes that it has sufficient working capital and cash on hand until
June 2009.
As
previously disclosed, attached are complete copies of each of the form of senior
secured convertible note, form of warrant, form of Securities Purchase
Agreement, form of Security Agreement and form of Consent
Agreement. The foregoing description of the Financing, and any other
documents or filings referenced herein, are qualified in their entirety by
reference to such exhibits, documents or filings.
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Item
3.02
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Unregistered
Sale of Equity Securities.
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See Item 1.01.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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4.1
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Form
of Senior Secured Convertible Note.
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4.2
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Form
of Warrant.
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10.1
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Form
of Securities Purchase Agreement.
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10.2
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Form
of Security Agreement.
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10.3
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Form
of Consent
Agreement.
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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 hereunto
duly authorized.
| GENTA
INCORPORATED |
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/s/ Gary Siegel
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Gary
Siegel
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Vice
President, Finance (Principal Financial
and
Accounting Officer) and Interim
Corporate
Secretary
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Dated: April
6, 2009