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):  June 26, 2009
 
GENTA INCORPORATED
(Exact Name of Registrant
as Specified in Its Charter)
 
 
Delaware
  
 
(State or Other Jurisdiction of Incorporation)
  
 
0-19635
  
33-0326866
(Commission File Number)
  
(IRS 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:

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

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

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

o 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 June 26, 2009, Genta Incorporated (the “Company”) issued a press release announcing that it had held a Special Meeting of Stockholders (the “Special Meeting”).  At the Special Meeting, the Company’s stockholders approved a proposal that authorized the Company’s Board of Directors, in its discretion, to effect a reverse stock split of the Company’s outstanding Common Stock, par value $.001 per share (“Common Stock”), at any exchange ratio up to 1- for-100.  The Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of 1-for-50 shares (the “Reverse Stock Split”).  As of July 1, 2009, the anticipated effective date of the Reverse Stock Split, every fifty shares of “old” Common Stock will be converted into one “new” share of Common Stock.  Following the Reverse Stock Split, it is anticipated that the “new” shares of Common Stock will begin trading on the Over the Counter Bulletin Board upon the open of trading on July 1, 2009.

The Company will file a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to effect the Reverse Stock Split, which is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 
Exhibit Number
 
Description
   
3.1
Certificate of Amendment of Restated Certificate of Incorporation of the Company
   
99.1
Press Release of the Company dated June 26, 2009

 
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
     
Date:
June 29, 2009
  
By:
/s/ GARY SIEGEL
       
Name:
Gary Siegel
       
Title:
Vice President, Finance
 
 
 
EXHIBIT INDEX
 
Exhibit
Number
Description
Sequentially
Numbered Page
     
3.1
 Certificate of Amendment of Restated Certificate of Incorporation of the Company  
     
99.1
 Press Release of the Company dated June 26, 2009