UNITED STATES 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): September 19, 2006
GENTA INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-19635
(Commission File Number)
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33-0326866
(IRS Employer Identification No.) |
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Two Connell Drive, Berkeley
Heights, NJ
(Address of Principal Executive Offices)
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07922
(Zip Code) |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On September 19, 2006, Genta Incorporated, a Delaware corporation (the “Company”),
entered into definitive securities purchase agreements (the “Securities Purchase Agreements”) with certain
institutional investors pursuant to which the Company has agreed to issue and sell an aggregate of
20,000,000 registered shares of its common stock at $0.79 per share, through a registered direct
offering, for aggregate gross proceeds of approximately $15,800,000, before deducting estimated
fees and expenses associated with the offering (the “Offering”). The closing is expected to take
place on September 22, 2006, subject to the satisfaction of customary closing conditions. The
shares of common stock offered by the Company in this transaction were registered under the
Company’s existing shelf registration statement (File No. 333-114151) on Form S-3, which was
declared effective by the Securities and Exchange Commission on May 11, 2004, and the prospectus
supplement dated September 19, 2006.
Rodman & Renshaw, LLC (“Rodman”) acted as the placement agent for the Offering.
On September 19, 2006, the Company executed a placement agent agreement (the “Placement Agent
Agreement”) by and between the Company and Rodman. The Company will pay the placement agent an
aggregate fee equal to 5.0% of the gross proceeds of the Offering equal to approximately $790,000,
and will pay estimated expenses of the Offering equal to approximately $110,000.
A
copy of each of the form of Securities Purchase Agreement, the form of Placement Agent
Agreement and the related press release of the Company, dated September 19, 2006, are filed
herewith as Exhibits 10.1, 10.2 and 99.1, respectively, and are incorporated herein by reference.
The foregoing description of the Offering by the Company and the documents related thereto, is
qualified in its entirety by reference to such Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1
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Form of Securities Purchase Agreement by and among the Company and
the Purchasers dated September 19, 2006. |
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10.2
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Form of Placement Agent Agreement by and between the
Company and Rodman & Renshaw LLC dated September 19,
2006. |
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99.1
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Press Release of the Company dated September 19, 2006. |