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Genta Incorporated Announces Second Quarter 2008 Financial Results and Corporate Highlights
Date:8/7/2008

l and accredited investors to place up to $40 million of senior secured convertible notes and on June 9, 2008, the Company placed $20 million of such notes in the initial closing. The notes bear interest at an annual rate of 15% payable at quarterly intervals in stock or cash at the Company's option, and are convertible into shares of Genta common stock at a conversion rate of 100,000 shares of common stock for every $1,000 of principal. In addition, in connection with the placement of the notes, the Company issued a warrant to its private placement agent to purchase 40,000,000 shares of common stock at an exercise price of $0.02 per share and incurred a financing fee of $1.2 million.

On the date that the convertible notes were issued, there were an insufficient number of authorized shares of common stock in order to permit exercise of all of the issued convertible notes. In accordance with EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" when there are insufficient authorized shares, the conversion obligation for the convertible notes is classified as a liability measured at fair value on the balance sheet. On June 9, 2008, based upon a Black-Scholes valuation model that included a closing price of Genta's common stock of $0.20 per share, a fair value of the conversion feature of $380 million was calculated, and that amount that exceeded the proceeds of the $20 million from the initial closing, $360 million, was expensed. The Company recorded an initial discount of $20 million equal to the face value of the notes.

Similarly, the warrant was treated as a liability, and was recorded at a fair value of $7.6 million based upon the Black-Scholes valuation model and a closing price of Genta's common stock of $0.20 per share. The financing fee and the $7.6 million in deferred financing costs recorded upon the issuance of the warrant are being amortized over the two-year life of the not
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SOURCE Genta Incorporated
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