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Re: BenFrank post# 50118

Monday, 04/25/2011 1:21:34 PM

Monday, April 25, 2011 1:21:34 PM

Post# of 58465
in the 10k it lists Warrell and Itri as the two note holders.

back in june of 2008 Warrel issued $2mil and Itri $.3mil which were set to mature in June 2010...but in March of 2010 they extended the maturity date to June 2011.


On June 9, 2008, Dr. Raymond Warrell, Jr., Chief Executive Officer and Chairman, participated in the initial closing of our sale of 2008 Notes by purchasing $2.0 million of such notes. Dr. Loretta Itri, President, Pharmaceutical Development and Chief Medical Officer, purchased $0.3 million of such notes. The remaining members of the Board independently discussed Dr. Warrell and Dr. Itri’s participation in the transaction and resolved that such participation would not interfere with Dr. Warrell or Dr. Itri’s exercise of independent judgment in carrying out their responsibilities in their respective positions. In connection with the 2008 Note financing and in accordance with the Audit Committee Charter, the Audit Committee reviewed and approved the 2008 Note financing with Dr. Warrell and Dr. Itri.

As part of the March 2010 financing, the Company issued March 2010 Warrants to holders of its outstanding 2008 Notes to extend the maturity of those notes from June 9, 2010 to June 9, 2011. The March 2010 Warrants allow the holder to purchase the same number of shares of common stock issuable upon conversion of the 2008 Notes. In December 2010, the Company extended the maturity date of its outstanding 2008 Notes from June 9, 2011 to September 4, 2011 in exchange for December 2010 Warrants. The December 2010 Warrants allow the holder to purchase 10% of the number of shares of common stock issuable upon conversion of the 2008 Notes and have the same expiration date as the March 2010 Warrants. Both the March 2010 Warrants and the December 2010 Warrants have anti-dilution protection. The remaining members of the Board independently discussed the issuance of the March 2010 Warrants and the December 2010 Warrants and determined that it was in the best interest of Genta and our stockholders to proceed with these transactions. In connection with the issuance of the March 2010 Warrants and the December 2010 Warrants and in accordance with the Audit Committee Charter, the Audit Committee reviewed and approved the issuance of the March 2010 Warrants and the December 2010 Warrants, including the issuance of both sets of warrants to Dr. Warrell and Dr. Itri. Dr. Warrell and Dr. Itri, as holders of outstanding 2008 Notes, received March 2010 Warrants and December 2010 Warrants.
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