Unassociated Document
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): July 7,
2009
GENTA
INCORPORATED
________________________________________
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-19635
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33-0326866
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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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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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On July
7, 2009, Genta Incorporated (the “Company”) entered into a securities purchase
agreement (the “Securities Purchase Agreement”) with certain accredited
institutional investors listed on the signature page thereto, to place up to $10
million of units (the “Units”), each Unit consisting of (i) 70% of a
subordinated unsecured convertible note (the “July 2009 Notes”) and (ii) 30% of
a share of the Company’s Common Stock (the “Shares”), par value $0.001 per share
(the “Common Stock”) (the “Financing”). In connection with the sale
of the Units, the Company is also issuing to the Investors two-year warrants to
purchase Common Stock in an amount equal to 25% of the number of shares of
Common Stock issuable upon conversion of the Notes purchased by each investor at
each closing. The Company closed on the initial tranche of $3 million
of such Notes, Common Stock and Warrants (the “Initial Closing”) on July 7,
2009. The per share purchase price for a share of Common Stock in the
Initial Closing was $0.002 per share. Closing of the additional $7
million portion is expected to occur on August 6, 2009.
The July
2009 Notes will bear interest at an annual rate of 8% payable semi-annually in
other unsecured subordinated convertible promissory notes (“Other Notes”) to the
holder, and will be convertible into shares of the Company’s Common Stock at a
conversion rate of 500,000 shares of common stock for every $1,000.00 of
principal. The Company shall have the right to force conversion of
the July 2009 Notes, as well as all other senior secured notes, in whole or in
part if the daily volume weighted average price of the Company’s common stock
exceeds $0.01 for a period of 10 consecutive trading days and certain other
conditions are met.
The price
per share for the Common Stock issued at the Initial Closing, the conversion
rate, and the closing bid price of $0.01, as well as all other terms and
conditions included in the transaction documents, do not account for, and will
be adjusted upon, the effectiveness of the 1 for 50 reverse stock split recently
announced by the Company.
As
previously disclosed, in June 2008, the Company entered into a securities
purchase agreement with certain institutional and accredited investors listed on
the signature page thereto (“2008 Investors”) to place up to $40 million of
senior secured convertible notes (the “2008 Notes”) convertible into Common
Stock with such investors (the “2008 Financing”). Additionally, in
April 2009, the Company entered into a securities purchase agreement with
certain institutional and accredited investors listed on the signature page
thereto (“April 2009 Investors”) to place up to $12 million of senior secured
convertible notes (the “April 2009 Notes,” and collectively with the 2008 Notes,
July 2009 Notes and the Other Notes, the “Notes”) convertible into Common
Stock. In connection with the Financing, the Company entered into a
consent and amendment agreement (the “Consent Agreement”) with certain of the
2008 Investors and April 2009 Investors under which certain of the 2008
Investors and April 2009 Investors, among other things, (i) consented to the
Financing and certain other events; (ii) agreed to convert the 2008 Notes, April
2009 Notes, the Other Notes issued as interest payments and the July 2009 Notes
purchased in the Financing, subject to the 4.999% ownership limitation set forth
in such notes, on the date that is 2 business days prior to the record date set
for the Company’s annual meeting; (iii) agreed that the security interests
governing their obligations under the Notes will become unsecured as of December
1, 2009; and (iv) agreed to convert all Notes held by such holder if the volume
weighted average price for the Company’s Common Stock has exceeded $0.01 for ten
consecutive trading days and the Company requests that such holder
convert.
Rodman
& Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital
Group, Inc. served as the exclusive placement agent for the
offering.
The July
2009 Notes, the Common Stock and the Warrants offered and the common stock
issuable upon conversion of the 2009 Notes and upon exercise of the Warrants,
have not been registered under the Securities Act of 1933, as amended, or any
state securities laws, and may not be offered or sold in the United States
absent an effective registration statement or an applicable exemption from
registration requirements. The Company has agreed to file a re-sale
registration statement to register the Shares and any shares of Common Stock
issuable upon conversion of the Notes and upon exercise of the Warrants, within
30 days of the Initial Closing, or earlier in accordance with the Securities
Purchase Agreement.
A
complete copy of each of the form of unsecured subordinated convertible note,
the Securities Purchase Agreement, the Consent Agreement, the form of
Registration Rights Agreement, the form of Warrant and related documents of the
Company are attached to this Form 8-K. 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.
The
Company issued a press release on July 7, 2009 to announce the
Financing. A copy of the press release is filed herewith as Exhibit
99.1.
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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 Subordinated Unsecured Convertible Note (file
herewith).
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4.2
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Form
of Warrant (filed herewith).
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10.1
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Form
of Securities Purchase Agreement (filed herewith).
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10.2
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Form
of Registration Rights Agreement (filed herewith).
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10.3
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Form
of Consent and Amendment Agreement (filed herewith).
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99.1
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Press
Release of the Company issued on July 7, 2009 announcing the Financing
(filed herewith).
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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.
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GENTA
INCORPORATED
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By:
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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:
July 7, 2009