As previously disclosed, on September 2, 2011, Genta Incorporated, a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “September 2011 Purchase Agreement”) with certain accredited investors listed on the signature pages thereto, pursuant to which it agreed to issue up to $12.7 million of units (the “2011 Units”), each 2011 Unit consisting of (i) 12.00% senior secured convertible promissory notes due September 9, 2021, convertible into shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), at an initial conversion rate of 671,040 shares of Common Stock for every $1,000 of principal and accrued interest due under the notes (the “G Notes”), (ii) 12.00% senior secured cash collateralized convertible promissory notes due September 9, 2021, convertible into shares of Common Stock at an initial conversion rate of 671,040 shares of Common Stock for every $1,000 of principal and accrued interest due under the notes (the “H Notes”, together with the G Notes, the “September 2011 Notes”), (iii) senior secured convertible promissory note warrants to purchase an amount of G Notes equal to the G Notes purchased at the closing, at an exercise price of $1,000 per warrant (the “G Warrants”), which purchase price may be paid through a cashless “net exercise” feature, and (iv) senior secured cash collateralized convertible promissory note warrants to purchase an amount of G Notes equal to the H Notes purchased at closing, at an exercise price of $1,000 per warrant (the “H Warrants,” together with the G Warrants, the “September 2011 Debt Warrants”), which purchase price may also be paid through a cashless “net exercise” feature. The issuance of the September 2011 Notes and September 2011 Debt Warrants in exchange for $12.7 million is referred to herein as the “September 2011 Financing.”
On February 15, 2012, the Company entered into an amendment agreement (the “Thirteenth Amendment Agreement”) with certain investors in the September 2011 Financing to amend the terms of the September 2011 Purchase Agreement to extend the deadline for the Company to effect a reverse stock split. As a result of the Thirteenth Amendment Agreement, absent any further waiver or amendment, the reverse split must be implemented by April 16, 2012. The Company sought this amendment to the September 2011 Purchase Agreement to enable the continuation of ongoing discussions regarding corporate partnership opportunities for tesetaxel.
A complete copy of the Thirteenth Amendment Agreement is attached as an exhibit to this Form 8-K. The foregoing description of the Thirteenth Amendment Agreement is qualified in its entirety by reference to such exhibit.
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