SCHEDULE
13G
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under the
Securities Exchange Act of 1934
(Amendment
No. )*
GENTA
INCORPORATED
(Name
of Issuer)
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
37245M603
|
|
(CUSIP
Number)
December
31, 2009
|
|
|
(Date
of Event which Requires Filing of this Statement)
|
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the
Act, but shall be subject to all other provisions of the Act (however, see the
Notes).
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix
J. Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
19,780,851
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
|
SHARED
DISPOSITIVE POWER
19,780,851
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,780,851
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
(See
Instructions)
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian
C. Baker
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
19,780,851
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
19,780,851
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,780,851
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
(See
Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item
1(a)
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Name
of Issuer:
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Genta
Incorporated, a Delaware corporation (the “Issuer”)
Item
1(b)
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Address
of Issuer’s Principal Executive
Offices:
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200
Connell Drive
Berkeley
Heights, NJ 07922
Item
2(a)
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by Felix J. Baker and Julian C. Baker (the
“Reporting Persons”).
Item
2(b)
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Address
of Principal Business Office or, if None,
Residence:
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Name
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Business Address
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|
|
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Felix
J. Baker
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667
Madison Avenue
New
York, NY 10065
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|
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Julian
C. Baker
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667
Madison Avenue
New
York,
NY 10065
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Each of the Reporting Persons is a
United States citizen.
Item
2(d)
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Title
of Class of Securities:
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Common Stock, par value $0.001 per
share
37245M603
Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or (c), check whether
the person filing is
a: N/A
|
(a) ¨ Broker
or dealer registered under Section 15 of the Exchange Act.
(b) ¨ Bank
as defined in section 3(a)(6) of the Exchange Act.
(c) ¨
Insurance company as defined in section 3(a)(19) of the Exchange
Act.
(d) ¨
Investment company registered under section 8 of the Investment Company Act of
1940.
(e) ¨ An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ¨
An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) ¨ A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) ¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act.
(i) ¨
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940.
(j) ¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Set forth
below is the aggregate number of shares of Common Stock held, including shares
that may be acquired upon conversion of Convertible notes as described below up
to 9.999% of outstanding shares and the exercise of warrants as described below
up to 4.999% of outstanding shares, as of the date hereof by each of the
following. Together with the percentage of outstanding shares of Common Stock
that such number represents based upon 197,810,489 shares outstanding according
to information obtained from the Company on Febuary 16, 2010 and the number of
shares of common stock that would have been issued upon conversion of
convertible notes and exercise of warrants if converted and or
exercised.
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667,
L.P.
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4,474,440
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2.2%
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Baker
Brothers Life Sciences, L.P.
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18,887,609
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8.7%
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14159,
L.P.
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608,164
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0.3%
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The
Reporting Persons beneficially own $292,000 principal amount 8% Unsecured
convertible notes due July 7, 2011, $1,979,000 principal amount 8% Unsecured
Subordinated Convertible notes due September 4, 2011, $3,300 principal amount
15% Senior convertible notes due June 9, 2010, $105,000 principal amount 8%
Senior convertible notes due September 4, 2011, and $11,000 principal amount 8%
Senior convertible notes due July 7, 2011, all of which are only convertible to
the extent that the holders thereof and their affiliates would beneficially own,
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, no more than 9.999% of the outstanding shares of Common Stock of the
Issuer after conversion.
The
Reporting Persons beneficially own $1,850,000 principal amount 8% Senior
convertible notes due April 12, 2012 (“April 2012 Notes”), $75,000 principal
amount 15% Senior convertible notes due June 9, 2010, $11,000 principal amount
15% Senior convertible notes due June 9, 2010, $62,000 principal amount 15%
Senior convertible notes due April 2, 2012, and $3,200 principal amount 15%
Senior convertible notes due June 9, 2010, all of which are only convertible to
the extent that the holders thereof and their affiliates would beneficially own,
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, no more than 4.999% of the outstanding shares of Common Stock of the
Issuer after conversion.
As a
result of these restrictions, the number of shares that may be issued on
conversion of the notes by the above holders may change depending upon changes
in the outstanding shares. The number of shares issuable upon
conversion of the notes held by any particular Baker Bros. affiliate will also
depend upon the extent to which the notes held by other Baker Bros. affiliates
have theretofore been converted.
The
Reporting Persons are the beneficial owners of a warrant issued in April 2009 to
purchase 4,625,000 shares of the Issuer’s common stock at an exercise
price of $0.50 per share which expires on October 2, 2012 (the “April 2009
Warrant”), a warrant issued in July 2009 to purchase 1,660,000 shares
of the Issuer’s common stock at an exercise price of $0.50 per share which
expires on July, 7, 2011 (the “July 2009 Warrant”), and a warrant issued in
September 2009 to purchase 4,958,484 shares of the Issuer’s common
stock at an exercise price of $1.00 per share which expires on March 4, 2012
(the “September 2009 Warrant”).
The April
2009 Warrant is exercisable within 60 days of the date of this filing on October
2, 2009 but only to the extent that after such exercise, the Reporting Persons
would beneficially own no more than 4.999% of the Issuer’s Common
Stock.
The July
2009 Warrant and the September 2009 Warrant are not exercisable until January 7,
2010 and March 4, 2010, respectively and after such dates are only exercisable
to the extent that after such exercise, the Reporting Persons would beneficially
own no more than 4.999% of the Issuer’s Common Stock.
The
Reporting Persons also have the right pursuant to a Securities Purchase
Agreement dated April 2, 2009 to purchase an additional 1,850,000 principal
amount of the April 2012 Notes and a right pursuant to a consent agreement to
purchase $2,075,000 principal amount of the April 2012 Notes. The April 2012
Notes can only be converted to the extent that the Reporting persons would
beneficially own no more than 4.999% of the Issuer’s Common Stock.
As a
result of these restrictions, the number of shares that may be issued upon
exercise of the warrants by the above holders may change depending upon changes
in the outstanding shares. The number of shares issuable upon
exercise of the warrants held by any particular Baker Bros. affiliate will also
depend upon the extent to which the warrants and notes held by other Baker Bros.
affiliates have theretofore been converted.
By virtue of their ownership of
entities that have the power to control the investment decisions of the limited
partnerships listed in the table above, Felix J. Baker and Julian C. Baker may
each be deemed to be beneficial owners of shares owned by such entities and may
be deemed to have shared power to vote or direct the vote of and shared power to
dispose or direct the disposition of such securities.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following o. N/A
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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The
entities listed in Item 4 above are investment funds the investors in which have
the right to receive dividends, interest and the proceeds of sale of securities
owned by such funds.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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N/A
Item
8.
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Identification
and Classification of Members of the
Group.
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N/A
Item
9.
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Notice
of Dissolution of Group.
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N/A
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I hereby certify that the information set forth
in this statement is true, complete and correct.
February
16, 2010
/s/
Felix J. Baker
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Felix
J. Baker
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/s/
Julian C. Baker
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Julian
C. Baker
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AGREEMENT
In accordance with
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that this Statement on Schedule 13G relating to
the Common Stock of Genta Incorporated is being filed with the Securities and
Exchange Commission on behalf of each of them.
February
16, 2010
/s/
Felix J. Baker
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Felix
J. Baker
|
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/s/
Julian C. Baker
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Julian
C. Baker
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