Genta announces private placement of Convertible Notes for $25M

Genta Incorporated (OTCBB: GETA) announced today that the Company has entered into definitive agreements with institutional investors for a private placement of Convertible Notes totaling $25 million in gross proceeds. The transaction is expected to close on or about March 10, 2010, subject to the satisfaction of customary closing conditions. Proceeds of the financing will be used to ensure adequate followup to determine overall survival results from Genta’s recently completed Phase 3 trial of Genasense® (oblimersen sodium) Injection plus chemotherapy as first-line treatment of patients with advanced melanoma (known as AGENDA) and to accelerate development of the Company’s pipeline products, among other uses.

“This financing provides sufficient funds for more than a year of our expanded operations”

“This financing provides sufficient funds for more than a year of our expanded operations”, said Dr. Raymond P. Warrell, Jr., Genta’s Chief Executive Officer. “Evaluation of a potentially significant increase in overall survival from AGENDA represents an especially high priority. We are also initiating new Phase 2a and 2b clinical trials with tesetaxel that will extend its position as the leading, development-stage, oral taxane. Assuming these new trials confirm earlier results, we envision that tesetaxel could enter Phase 3 pivotal trials in 2011. All of these potentially transforming events are now enabled with the completion of this transaction.”

Summary of Financial Terms

The $25 million of Convertible Notes issued pursuant to this transaction have a 3-year term and will be initially convertible into shares of Genta common stock at a conversion rate of 100,000 shares of common stock for every $1,000.00 of principal that is converted. This conversion rate is subject to adjustment under certain circumstances. The Convertible Notes bear an annual interest rate of 12%, payable semi-annually. The Company has the right to force conversion of the Convertible Notes if the closing price of the Company’s common stock equals or exceeds $0.25 for a 10-consecutive-trading-day period and certain other conditions are met. The Company has also issued Warrants to purchase up to $10 million of additional Convertible Notes. These Warrants expire in the fall of 2011.

Twenty (20) million dollars of proceeds from this transaction will be immediately available to the Company. The remaining $5 million of proceeds will be placed in a blocked account as collateral security for $5 million in principal amount of the Convertible Notes. The security interest in these proceeds will be released, and restrictions on the Company’s use of the proceeds terminated, if certain conditions are met.

In addition, outstanding purchase rights granted to investors in prior financings will be modified to provide that, upon exercise of such purchase rights, the investors will receive Convertible Notes similar to those issued in this transaction. The expiration of these purchase rights will also be shortened to expire in the Spring of 2011. The Company has also extended the maturity of its outstanding senior convertible notes, which otherwise have matured in June 2010, to June 2011. In return, holders of these notes were issued 3-year warrants to purchase the same number of shares of the Company’s common stock issuable upon the conversion of these notes. Additional terms of this transaction will be disclosed on a Form 8-K to be filed by the Company.