BERKELEY HEIGHTS, NJ - July 7, 2009
- Genta Incorporated (OTCBB: GNTA) announced today that the
Company has entered into definitive agreements with institutional
investors to place Units consisting of 30% of Common Stock and 70%
of Unsecured Subordinate Convertible Notes totaling $10 million in
aggregate gross proceeds before fees and expenses. 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 closing of the first $3 million of
Units is expected to take place on or about July 7, 2009, subject
to the satisfaction of customary closing conditions. Closing
of the additional $7 million portion is expected within
approximately 30 days.
Shares of Common Stock in the Units sold at the first closing
will be priced at $0.002 per share. The two-year Notes will
bear interest at an annual rate of 8% payable at semi-annual
intervals in cash or in notes with similar terms at the Company's
sole option. The Notes will be convertible into shares of
Genta 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 new Notes, and all other
outstanding senior secured notes, if the closing bid 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 first closing, the
conversion rate, and the closing bid price of $0.01 do not account
for -- and will be adjusted upon -- the effectiveness of the 1 for
50 reverse stock split recently announced by the Company.
"We are pleased to have entered into this key transaction", said
Dr. Raymond P. Warrell, Jr., Genta's Chief Executive Officer.
"Having completed accrual to our randomized Phase 3 trial of
Genasense® in patients with advanced melanoma, we expect these
proceeds will enable determination of final results for
progression-free survival, a co-primary endpoint of the
study. Assuming positive results, we expect these data will
comprise the basis of worldwide regulatory applications for
marketing approval. We anticipate release of these results in
the fourth quarter of this year."
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman
& Renshaw Capital Group, Inc. (Nasdaq: RODM) served as the
exclusive placement agent for this offering.
This press release is not an offer to sell or the solicitation
of an offer to buy, nor shall there be any sales of the securities
in any jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction. The Units were
offered only to qualified institutional buyers.
The Notes offered and the common stock issuable upon conversion
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 registration or an applicable
exemption from registration requirements.
About Genta
Genta Incorporated is a biopharmaceutical company with a
diversified product portfolio that is focused on delivering
innovative products
for the treatment of patients with cancer. Two major programs
anchor the Company's
research platform
: DNA/RNA-based Medicines and Small Molecules.
Genasense® (oblimersen sodium)
Injection is the Company's lead compound from its DNA/RNA Medicines
program. The leading drug in Genta's Small Molecule program is
Ganite® (gallium nitrate
injection)
, which the Company is exclusively marketing in the U.S. for
treatment of symptomatic patients with cancer related hypercalcemia
that is resistant to hydration. The Company has developed
G4544
, an oral formulation of the active ingredient in Ganite, that has
recently entered clinical trials as a potential treatment for
diseases associated with accelerated bone loss. The Company
is also developing
tesetaxel
, a novel, orally absorbed, semi-synthetic taxane that is in the
same class of drugs as paclitaxel and docetaxel. Ganite and
Genasense are available on a "
named-patient
" basis in countries outside the United States. For more
information about Genta, please visit our website at:
http://www.genta.com//
Safe Harbor
This press release may contain forward-looking statements with
respect to business conducted by Genta Incorporated. By their
nature, forward-looking statements and forecasts involve risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. Such
forward-looking statements include those that express plan,
anticipation, intent, contingency, goals, targets, or future
developments and/or otherwise are not statements of historical
fact. The words "potentially", "anticipate", "could", "calls
for", and similar expressions also identify forward-looking
statements. The Company does not undertake to update any
forward-looking statements. Factors that could affect actual
results include, without limitation, risks associated with:
- the Company's ability to obtain necessary regulatory approval
for Genasense® from the U.S. Food and Drug Administration
("FDA");
- the safety and efficacy of the Company's products or product
candidates;
- the Company's assessment of its clinical trials;
- the commencement and completion of clinical trials;
- the Company's ability to develop, manufacture, license and
sell its products or product candidates;
- the Company's ability to enter into and successfully execute
license and collaborative agreements, if any;
- the adequacy of the Company's capital resources and cash flow
projections, the Company's ability to obtain sufficient financing
to maintain the Company's planned operations, or the Company's
risk of bankruptcy;
- the adequacy of the Company's patents and proprietary
rights;
- the impact of litigation that has been brought against the
Company; and
- the other risks described under Certain Risks and
Uncertainties Related to the Company's Business, as contained in
the Company's Annual Report on Form 10-K and Quarterly Report on
Form 10-Q.
There are a number of factors that could cause actual results
and developments to differ materially. For a discussion of
those risks and uncertainties, please see the Company's Annual
Report on Form 10-K for 2008 and its most recent quarterly report
on Form 10-Q.
SOURCE: Genta Incorporated
CONTACT:
Genta Investor Relations
info@genta.com
