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): February 8, 2008
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 Hundred 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))
Table of Contents
Item 1.01 Entry Into a Material Definitive Agreement.
On February 8, 2008, Genta Incorporated, a Delaware corporation (the “Company”), entered into
definitive stock purchase agreements (the “Stock Purchase Agreements”) with certain institutional
investors pursuant to which the Company has agreed to issue and sell an aggregate of 6,120,000 registered shares of its common stock at $0.50 per share, through a registered direct offering,
for aggregate gross proceeds of approximately $3.1 million, before deducting estimated fees and
expenses associated with the offering (the “Offering”). The closing is expected to take place on February 13, 2008, 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 February 8, 2008.
Rodman & Renshaw, LLC (“Rodman”) acted as the placement agent for the Offering. On February 8, 2008, 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% of the gross proceeds of the Offering equal to approximately $153,000, and will pay
estimated expenses of the Offering equal to approximately $50,000.
A copy of each of the form of Purchase Agreement dated February 8, 2008, the executed
Placement Agent Agreement dated February 8, 2008 and the related press release of the Company,
dated February 11, 2008, 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 |
5.1
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Form of opinion of Morgan, Lewis & Bockius LLP (for the company’s common stock offering announced on February 11, 2008, scheduled to close on February 13, 2008.) |
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10.1
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Form of Purchase Agreement by and among the Company and the Purchasers dated February 8, 2008. |
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10.2
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Placement Agent Agreement by and between the Company and Rodman & Renshaw LLC dated February 8, 2008. |
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99.1
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Press Release of the Company dated February 11, 2008. |