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): December 15, 2004
GENTA
INCORPORATED
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-19635 | 33-0326866 | ||
| (Commission File Number) | (IRS Employer Identification No.) | ||
| Two
Connell Drive Berkeley Heights, NJ |
07922 | ||
| (Address of Principal Executive Offices) | (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:
| 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 8.01
Other Events.
On December
15, 2004 Genta Incorporated (“Genta”) issued a press release announcing
that it has entered into a definitive agreement with two institutional
investors to sell 15 million shares of its common stock at a price of $1.50 per
share for gross proceeds of $22.5 million, before fees and expenses. The shares are
being sold pursuant to the Company’s registration statement on Form S-3
declared effective by the Securities and Exchange Commission on May 11, 2004.
Rodman & Renshaw, LLC acted as placement agent for the offering. The press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Exhibit Number |
Description | |
| |
|
|
| 99.1 | Press Release dated December 15, 2004 |
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.
| GENTA INCORPORATED | ||||
| Date: | December 16, 2004 | By: | /s/ William P. Keane | |
| |
|
|||
| Name: |
William P. Keane | |||
| Title: | Vice President, Chief Financial Officer and Corporate Secretary | |||
EXHIBIT INDEX
| Exhibit Number |
Description |
Sequentially Numbered Page |
|
| 99.1 | Press Release dated December 15, 2004 |