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July 7th, 2009
Genta Raises $10 Million in Offering of Common Stock and Convertible Notes
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.
www.genta.com/investor%20relations/...=440&SHID=&COID=
Genta Raises $10 Million in Offering of Common Stock and Convertible Notes
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.
www.genta.com/investor%20relations/...=440&SHID=&COID=
