UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): April 19, 2010
GENTA
INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-19635
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33-0326866
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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200
Connell Drive
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Berkeley
Heights, NJ
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07922
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(908)
286-9800
(Registrant’s
telephone number, including area code)
(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))
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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As
previously reported, on March 5, 2010, Genta Incorporated (the “Company”)
entered into a Note Conversion and Amendment Agreement, effective as of March 9,
2010 (the “Prior Agreement”), with certain investors set forth on the signature
pages thereto (the “Investors”). Pursuant to the Prior Agreement, the
Investors are required to convert a certain portion of their 2009 Notes between
April 20, 2010 and April 21, 2010. “2009 Notes” as used herein shall
mean, collectively, the Company’s Senior Secured Convertible Promissory Notes
due April 2, 2012, as amended, the Company’s Unsecured Subordinated Convertible
Promissory Notes due July 7, 2011, as amended, issued by the Company on July 7,
2009 and September 4, 2009 pursuant to a securities purchase agreement dated
July 7, 2009 and the Company’s Unsecured Subordinated Convertible Notes due July
7, 2011 issued by the Company pursuant to a securities purchase agreement dated
September 4, 2009.
On April
19, 2010, the Company and the Investors holding at least two-thirds of the
outstanding 2009 Notes entered into an Amended and Restated Note Conversion and
Amendment Agreement (the “Amended and Restated Agreement”) to replace the Prior
Agreement. The Amended and Restated Agreement increases the amount of
2009 Notes each Investor is required to convert on the terms set forth in the
agreement attached hereto as an exhibit. Additionally, the Amended
and Restated Agreement reflects certain clarifying changes made to the Prior
Agreement.
A complete copy of the Amended and
Restated Agreement is attached to this Form 8-K. The foregoing
description of the Amended and Restated Agreement and any other documents
referenced herein, are qualified in their entirety by reference to such
documents.
Item9.01.
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Financial
Statements and Exhibits
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(d)
Exhibits.
10.1 Form
of Amended and Restated Note Conversion and Amendment Agreement (filed
herewith).
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.
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GENTA
INCORPORATED
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By:
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/s/ Gary Siegel
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Name: Gary
Siegel
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Title: Vice
President, Finance
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Dated: April
19, 2010
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