UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): September 25, 2006

GENTA INCORPORATED

 (Exact Name of Registrant as Specified in Charter)

 

Delaware

000-19635

33-0326866

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

200 Connell Drive, Berkeley Heights, NJ

07922

(Address of Principal Executive Offices)

(Zip Code)

 

(908) 286-9800

(Registrant’s telephone number, including area code)

 

 

(Former Name or Former Address, if Changed Since Last Report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  



 


 
 




Item 8.01

Other Events.  

On September 25, 2006, Genta Incorporated, a Delaware corporation (the “Company”), issued a press release announcing that the Company has closed the previously announced offering of approximately 20 million shares of common stock for gross proceeds totaling approximately $16 million, before fees and expenses. The shares were sold pursuant to the Company's registration statement on Form S-3 declared effective by the Securities and Exchange Commission on May 11, 2004 and the prospectus supplement dated September 19, 2006.


A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.



 






Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of the Company dated September 25, 2006.



 





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENTA INCORPORATED

By:

/s/ Richard J. Moran

Richard J. Moran
Senior Vice President, Chief Financial
Officer and Corporate Secretary

Dated:

September 26, 2006