Genta Incorporated (OTCBB: GNTA.OB) announced today that the Company has
entered into definitive agreements with institutional investors to place
Secured Convertible Notes due 2012 totaling in aggregate up to $12
million in gross proceeds before fees and expenses. The closing of the
first $6 million of Notes is expected to take place on or about April 3,
2009, subject to the satisfaction of customary closing conditions.
The Notes will bear interest at an annual rate of 8% payable
semi-annually in notes with similar terms at the Company’s option, and
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 first one-half of the Notes, or $6 million, will be issued upon
initial closing of the transaction. Holders of the Notes shall have the
right, but not the obligation, to purchase an equal amount of additional
Notes until the earlier of 36 months from the initial closing date or 90
days after the first regulatory approval of Genasense for marketing by
the European Medicines Agency (EMEA) or the Food and Drug Administration
(FDA). The Company shall have the right to force conversion of the Notes
in whole or in part if the closing bid price of the Company’s common
stock exceeds $0.20, as adjusted for stock splits, for a period of 20
consecutive trading days. The Notes are secured by a lien on all assets
of Genta.
Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw
Capital Group, Inc. (Nasdaq: RODM) served as the exclusive placement
agent for the 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 Notes were offered only to qualified
institutional buyers under Rule 144A, and only to a limited few
accredited institutional investors under Rule 501. 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®, which 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: 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 FDA or EMEA;
-
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; 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.
