-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QGE7goaMJAtE2n5+F/kQbWEXcnFztpN+93d03qHT9BVrohGhCQCaRegwew02e+qh nYdsrwIzGl3+oLJzDN5vew== 0000922423-97-001062.txt : 19980102 0000922423-97-001062.hdr.sgml : 19980102 ACCESSION NUMBER: 0000922423-97-001062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971231 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENTA INCORPORATED /DE/ CENTRAL INDEX KEY: 0000880643 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330326866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42004 FILM NUMBER: 97747133 BUSINESS ADDRESS: STREET 1: 3550 GENERAL ATOMICS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194552700 MAIL ADDRESS: STREET 1: 3550 GENERAL ATOMICS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Genta Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 372 45 M 20 7 - -------------------------------------------------------------------------------- (CUSIP Number) Paramount Capital Asset Management, Inc. c/o Lindsay A. Rosenwald, M.D. 787 Seventh Avenue New York, NY 10019 (212) 554-4300 with a copy to: David R. Walner, Esq. Monica C. Lord, Esq. Paramount Capital Asset Kramer, Levin, Management, Inc. Naftalis & Frankel 787 Seventh Avenue 919 Third Avenue New York, NY 10019 New York, NY 10022 (212) 554-4372 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following: [_] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 Pages - -------------------------- ------------------------------- CUSIP No. 372 45 M 20 7 13D Page 2 of 11 Pages - -------------------------- ------------------------------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paramount Capital Asset Management, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF -------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 14,469,496** EACH -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------- 10 SHARED DISPOSITIVE POWER 14,469,496** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,469,496** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.7% (37.7% of the outstanding voting power)*** - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- ** Does not include shares of Common Stock (the "Note Interest Common Shares") issuable upon conversion of the Series D Convertible Preferred Stock issuable upon conversion of the interest on the 12% Senior Secured Convertible Bridge Notes. As of December 31, 1997, Paramount Capital Asset Management, Inc. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 573,777 Note Interest Common Shares. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of December 29, 1997, Paramount Capital Asset Management, Inc. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 37.7% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------- ------------------------------- CUSIP No. 372 45 M 20 7 13D Page 3 of 11 Pages - -------------------------- ------------------------------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Domestic Fund, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF -------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 5,053,220** EACH -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,053,220** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,053,220** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% (13.2% of the outstanding voting power)*** - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- ** Does not include any Note Interest Common Shares. As of December 31, 1997, the Aries Domestic Fund, L.P. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 200,822 Note Interest Common Shares. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of December 29, 1997, the Aries Domestic Fund, L.P. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 13.2% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------- ------------------------------- CUSIP No. 372 45 M 20 7 13D Page 4 of 11 Pages - -------------------------- ------------------------------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Aries Trust - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF -------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 9,416,276** EACH -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,416,276** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,416,276** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% (24.5% of the outstanding voting power)*** - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (see Item 2) - ------------------------------------------------------------------------------- ** Does not include any Note Interest Common Shares. As of December 31, 1997, The Aries Trust may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 372,955 Note Interest Common Shares. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of December 29, 1997, The Aries Trust may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 24.5% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - -------------------------- ------------------------------- CUSIP No. 372 45 M 20 7 13D Page 5 of 11 Pages - -------------------------- ------------------------------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindsay A Rosenwald, M.D. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,525,214 NUMBER OF -------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 14,469,496** EACH -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 3,525,214 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 14,469,496** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,994,710** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80.5% (46.8% of the outstanding voting power)** - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- ** Does not include any Note Interest Common Shares. As of December 31, 1997 Lindsay A. Rosenwald, M.D. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 573,777 Note Interest Common Shares. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of December 29, 1997, Lindsay A. Rosenwald, M.D. may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 46.8% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. - ----------------------------------- --------------------------------- CUSIP No. 372 45 M 20 7 13D Page 6 of 11 Pages - ----------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paramount Capital, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF -------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- - -------------------------- ------------------------------- CUSIP No. 372 45 M 20 7 13D Page 7 of 11 Pages - -------------------------- ------------------------------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mr. Michael S. Weiss - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF (see Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 16,644 NUMBER OF -------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 650,929** EACH -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 16,644 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 650,929** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 677,573** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% (2.9% of the outstanding voting power)** - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- ** Includes 650,929 shares underlying Placement Warrants and/or Advisory Warrants held by Hawkins Group, LLC, a limited liability company of which Mr. Weiss is a managing member. *** The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of December 29, 1997, Mr. Michael S. Weiss may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) than 2.9% of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding. SCHEDULE 13D This Amendment No. 4 amends and supplements the following Items of the Reporting Persons' Statement on Schedule 13D, dated February 24, 1997, as amended to date, (the "Schedule"). Item 3. Source and Amount of Funds or Other Consideration The information contained in Item 3 to the Schedule is hereby amended by adding the following: On December 2, 1997, Aries Trust and Aries Domestic entered into a Letter Agreement whereby they purchased an aggregate of 54,000 shares of Series A Convertible Preferred Stock, par value $.001 per share (Series A Preferred Stock) of the Issuer from various holders thereof. Each share of Series A Preferred Stock, together with accrued but unpaid interest thereon, has a liquidation value of $60.00. The Series A Preferred Stock is convertible, at the option of the holder, into Common Stock at a conversion price of $8.27 per share. Aries Trust used $261,986.30 of its general funds to purchase 36,000 shares of Series A Preferred Stock, which shares are convertible into 261,185 shares of Common Stock. Aries Domestic used $130,993.14 of its general funds to purchase 18,000 shares of Series A Preferred Stock, which shares are convertible into 130,593 shares of Common Stock. On December 29, 1997, PCI designated recipients (the "Paramount Warrant Designees") of the Placement Warrants and Advisory Warrants. Aries Trust, Aries Domestic, Dr. Rosenwald and Mr. Weiss were among the Paramount Warrant Designees and each received such Placement Warrants and Advisory Warrants in connection with the Private Placement, for which PCI acted as placement agent (see Item 5). Item 5. Interest in Securities of Issuer. The information contained in Item 5 to the Schedule is hereby amended and supplemented to read in its entirety as follows: (a) As of December 29, 1997: Dr. Rosenwald, as the sole shareholder of Paramount Capital and as the holder of Placement Warrants and Advisory Warrants, may be deemed beneficially to own 17,994,710 shares or 80.5% of the Issuer's Common Stock (not including any Note Interest Common Shares); PCI, through its allocation of the Placement Warrants and the Advisory Warrants to Paramount Warrant Designees (as defined below), may be deemed beneficially to own no shares of the Issuer's Common Stock; Paramount Capital, through the acquisitions of securities by Aries Trust and Aries Domestic, may be deemed beneficially to own 14,469,496 shares or 64.7% of the Issuer's Common Stock (not including any Note Interest Common Shares); and Aries Domestic, Aries Trust and Mr. Weiss may be deemed beneficially to own the following numbers of shares of Common Stock (in each case, not including any Note Interest Common Shares): Aries Domestic 5,053,220 Aries Trust 9,416,276 Mr. Weiss 677,533 Page 8 of 11 Pages Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, the Filing Persons disclaim beneficial ownership of all the Common Stock except the Purchased Common Stock. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as amended, the Aries Reporting Persons and Mr. Weiss each disclaim beneficial ownership of all securities held by the other. The outstanding shares of Series D Preferred Stock of the Issuer are entitled to vote together with the holders of Common Stock on all matters submitted to a vote of stockholders of the Issuer. As of December 29, 1997, Dr. Rosenwald and Paramount Capital may be deemed beneficially to own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) 46.8% and 37.7%, respectively, of the aggregate voting power of the Common Stock and Series D Preferred Stock outstanding (not including any Note Interest Common Shares). (b) Dr. Rosenwald and Paramount Capital share the power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned by each of Aries Domestic and Aries Trust. Dr. Rosenwald has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares underlying the Placement Warrants and Advisory Warrants held by him. Mr. Weiss has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares that he owns and has shares power to vote or to direct the vote and to dispose or to direct the disposition of the shares underlying the Placement Warrants and Advisory Warrants held by Hawkins Group, LLC. (c) Other than the purchase of Series A Preferred Stock on December 2, 1997 (see Item 3) and PCI's designation of recipients of all the Placement Warrants and the Advisory Warrants and Aries Trust, Aries Domestic, Dr. Rosenwald and Mr. Weiss being among those so designated, (see Item 3), the Reporting Persons have not engaged in any transactions in the Common Stock of the Issuer in the past 60 days, except to the extent that the accrual of interest on the Notes pursuant to their terms may be deemed a transaction. (d) Not applicable. (e) As of December 29, 1997, PCI ceased to be the beneficial owner of more than 5% of the Common Stock, when it designated recipients of the Placement Warrants and Advisory Warrants. Aries Trust, Aries Domestic, Dr. Rosenwald and were designated as the recipients of Placement Warrants and/or Advisory Warrants. The number of shares of Common Stock issuable upon exercise of the Class D Warrants and conversion of the Series D Preferred Stock issuable upon exercise of Dr. Rosenwald's and Mr. Weiss' Placement Warrants and Advisory Warrants are 72,399, 38,984, 3,525,214 and 650,929 shares, respectively. Page 9 of 11 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Secuirities of the Issuer. The information contained in Item 6 to the Schedule is hereby amended by adding the following: On December 2, 1997, Aries Trust and Aries Domestic entered into a Letter Agreement, pursuant to which Aries Trust, Aries Domestic and a third party purchased shares of Series A Preferred Stock (see Item 3). Item 7. Material to be Filed as Exhibits. The information contained in Item 7 to the Schedule is hereby amended by adding the following: Exhibit Z: Letter Agreement between Aries Trust, Aries Domestic and third parties relating to the purchase of Series A Preferred Stock. Page 10 of 11 Pages SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. Dated: December 29, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President ARIES DOMESTIC FUND, L.P. By: Paramount Capital Asset Management, Inc. General Partner Dated: December 29, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President THE ARIES TRUST By: Paramount Capital Asset Management, Inc. General Partner Dated: December 29, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. President Dated: December 29, 1997 New York, NY By: /s/ Lindsay A. Rosenwald --------------------------------------- Lindsay A. Rosenwald, M.D. Dated: December 29, 1997 New York, NY By: /s/ Michael S. Weiss --------------------------------------- Mr. Michael S. Weiss Page 11 of 11 Pages EXHIBIT Z December 2, 1997 VIA FACSIMILE - ------------- Zesiger Capital Group LLC 320 Park Avenue New York, NY 10022 ATTN: Albert L. Zesiger Re: Letter Agreement ---------------- This letter agreement (the "Agreement") sets forth the entire understanding among the Aries Fund, a Series of The Aries Trust, a Cayman Island Trust (the "Trust"), the Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership", and collectively with the Trust, the "Funds"), Mr. Sydney Kimmel ("Kimmel", and collectively with the Funds, the "Purchasers") Zesiger Capital Group, L.L.C. (the "Advisor") and the Sellers listed on Exhibit A, hereto (each of which is herein referred to as a "Seller") with respect to the purchase of an aggregate of 107,800 shares of Series A Preferred Stock (the "Shares") of Genta Incorporated (the "Company") (together with any and all rights, claims and causes of action of any kind, known or unknown, contingent or mature arising out of or relating to Seller's acquisition, ownership or sale of such Shares which such Seller has or may have against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset Management, Inc. or any of their respective present or former officers, directors, employees, shareholders, affiliates, agents or advisors (other than claims arising out of this Agreement)) by the Funds and Kimmel from the Sellers: Purchasers: The Aries Fund, a Series of The Aries Trust, a Cayman Island Trust The Aries Domestic Fund, L.P., a Delaware limited partnership Mr. Sydney Kimmel The allocation as between the Trust, the Partnership and Kimmel is set forth on Exhibit A attached hereto. Aggregate Price: $784,503.42 Transaction: Subject to the terms and conditions set forth herein, the Seller hereby agrees to sell and transfer to the Purchasers, and the Purchasers hereby agree to purchase from the Seller in the amounts set forth on Exhibit A hereto, the Shares (together with any and all rights, claims and causes of action of any kind, known or unknown, contingent or matured, arising out of or relating to Seller's acquisition, ownership of sale of such Shares which such Seller has or may have against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset Management, Inc. or any of their respective present or former officers, directors, employees, shareholders, affiliates, agents or advisors (other than claims arising out of this agreement)) at the Closing (as defined below) for the Aggregate Price set forth above. At such Closing, the Seller, or its nominee, will deliver to the Funds certificates for the Shares with duly endorsed stock powers, against payment of the purchase price therefor by the Funds, by wire transfer or certified check payable to the Seller. Closing: The Closing shall take place at the officers of Proskauer Rose LLP, 1585 Broadway, New York, New York on the date hereof or at such other time and place as mutually agreed to by the parties. Conditions to Purchasers' Obligations: The obligation of the Purchasers to purchase and pay for the Shares at the Closing is subject to the satisfaction on or prior to the date of the Closing of the following conditions, which may only be waived by written consent of the Purchasers: - 2 - (a) all of the representations and warranties of the Seller contained in this Agreement shall be true and correct at and as of the date of the Closing with the same effect as if made on the date of the Closing, except to the extent of changes caused by the transactions contemplated hereby; (b) all of the covenants and agreements of the Seller contained in this Agreement and required to be performed on or prior to the date of the Closing shall have been performed in a manner satisfactory in all respects to the Purchasers; (c) no action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (d) the Purchasers shall have received such certificates, assignments of rights and such other documents and instruments as the Purchasers may reasonably request in connection with, and to effect, the transactions contemplated by this Agreement. Conditions to Seller's Obligations: The obligation of the Seller to sell the Shares to Purchasers as set forth herein at the Closing is subject to the satisfaction on or prior to the date of the Closing of the following conditions, any of which may be waived by the Seller: (a) all of the covenants and agreements of the Purchasers contained in this Agreement and required to performed on or prior to the date of the Closing shall have been performed in a manner satisfactory in all respects to the Sellers; - 3 - (b) the representations and warranties of the Purchasers contained in this Agreement shall be true and correct at and as of the date of the Closing with the same effect as if made on the date of the Closing, except to the extent of changes caused by the transactions contemplated hereby; and (c) no action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded. Sellers' Representations and Warranties: Each Seller represents and warranties to the Purchaser acquiring its shares hereunder as follows: (a) the Seller has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement; (b) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Seller's charter or bylaws, or (ii) conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Seller is a party or by which the - 4 - Seller is bound or to which any of its assets is subject; (c) the Seller has no obligation to pay any fees or commissions to any broker, finder, agent, financial person or other intermediary with respect to the transactions contemplated by this Agreement for which the Purchasers could become liable; (d) the Seller is the holder of record of, and beneficially owns, the Shares free and clear of any restrictions on transfer (other than any restrictions under the Act (as defined below), and state securities laws), taxes, security interests, warrants, options, purchase rights, contracts, commitments, equities, claims and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer or otherwise dispose of any capital stock of the Company (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company. All of the Shares are validly issued, fully paid and non-assessable; (e) the rights assigned and transferred by the Seller to the Purchasers pursuant to this Agreement shall be, upon consummation of the Closing, enforceable against the Company by the Funds as assignee of Seller after the date of the Closing in accordance with the terms hereof. Advisor's Representations and Warranties: The Advisor represents and warrants to the Purchasers as follows: (a) the Advisor has full power and authority to enter into this Agreement on behalf of the Sellers and to bind the Sellers to the obligations and agreements - 5 - contained herein; and (b) the Advisor has discretionary investment authority with respect to the Shares and has the full irrevocable power to act on the Seller's as true and lawful attorney in fact pursuant to appropriate legal documentation provided to the Purchasers. The Purchasers' Representations and Warranties: The Purchasers represent and warrant to the Sellers as follows: (a) the Purchasers have full power and authority to enter into this Agreement and to perform their obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of each of the Purchasers, enforceable in accordance with its terms and conditions. The Purchasers need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement; (b) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Funds' certificate of limited partnership, partnership agreement, declaration of trust, trust agreement or other organizational document, or (ii) conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which any of the Purchasers is a party or by which any of the Purchasers is bound or to which any of its assets is subject; (c) the Purchasers have no obligation to pay any fees or commissions to any broker, finder, agent, financial person or other intermediary with respect to the - 6 - transactions contemplated by this Agreement for which the Seller could become liable; (d) the Purchasers are not acquiring the Shares with a view to, or for, sale in connection with any distribution thereof within the meaning of the Act. Each of the Purchasers is acquiring the Shares to be purchased by it for its own account, beneficially and not as a nominee for or for the account of another. Each of the Purchasers is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"); Kimmel has an individual net worth in excess of $1,000,000, is an experienced investor in securities of companies like the Company, understands that the Shares are an illiquid investment which may not be resold without an effective registration statement or exemption from registration being available under the Act, and can afford a complete loss of his investment in the Shares; and (e) the Purchasers have received a copy of the Prospectus dated February 1, 1996 covering the resale of the Shares. Additional Provision: Each of the Sellers and the Advisor and its personnel responsible for managing and conducting its affairs (i) have been afforded an opportunity to make such inquiry regarding the business and affairs of the Company as they have deemed appropriate, (ii) have made a thorough investigation of the prospects of the Company, (iii) acknowledge and understand that the Funds have previously made and retain a substantial investment in the Company, and may have superior access to information regarding its affairs and prospects which, if known to the Sellers, might be material to the Sellers decisions to enter into this Agreement, (iv) acknowledge and under- stand that the Funds may possess and may come into possession of certain information which is not known to the - 7 - Sellers and the Advisor and which may be material to a decision to acquire and/or sell the Shares, and (v) have such knowledge and experience in financial and business matter to enable them to evaluate the merits and risks of the transactions contemplated by this Agreement. Covenants of the Seller: (a) Until closing, the Sellers shall take no action to enforce their rights as Series A or common stockholders (i) under the Company's Amended and Restated Articles of Incorporation, (ii) pursuant to the Unit Purchase Agreement (as de- fined below) or (iii) by contract, at common law, by statute, rule or regulation or otherwise at law or equity, with respect to the Shares (including any common stock into which the Shares are convertible). (b) Along with the transfer of the Shares, the Seller hereby assigns to the Funds the following rights: (a) all rights of Seller under the September 23, 1993 Unit Purchase Agreement, pursuant to which the Seller purchased the Shares (the "Unit Purchase Agreement"), with respect to the Shares; (b) all rights of the Seller granted to the Seller under the Company's Amended and Restated Articles of Incorporation and/or bylaws with respect to the Shares; (c) all rights, claims and causes of action of any kind, known or unknown, contingent or matured, arising out of or relating to Seller's acquisition, ownership or sale of such Shares which such Seller has or may have against the Company, the Funds, Paramount Capital, Inc., Paramount Capital Asset Management, Inc. or any of their respective present or former officers, directors, employees, shareholders, affiliates, agents or advisors (other than claims arising out of this agreement)) and (d) any other rights of the Seller with respect to the Shares whether by contract, at common law, by statute, rule or regulation or otherwise - 8 - at law or equity. Non-solicitation: Pending the Closing, the Sellers shall not, directly or indirectly, through any officer, director, agent or otherwise, negotiate or discuss with any third party, any proposal with respect to a sale or any other transaction regarding the Shares or the shares of common stock underlying the Shares, other than to notify the Company of the Seller's intent to sell as required in the Unit Purchase Agreement. Miscellaneous: (a) All representations, warranties, covenants and agreements contained in this Agreement, or in any document, exhibit, schedule or certificate by any party delivered in connection herewith shall survive the execution and delivery of this Agreement and the date of the Closing and the consummation of the transactions contemplated hereby, regardless of any investigation made by any of the Purchasers or Sellers or on their behalf. (b) The parties hereto shall not disclose to any (other than their respective advisors) the content or the existence of this letter agreement or the transactions contemplated herein, except as may be required by law, until such time as a closing has occurred. (c) The validly, performance, construction and effect of this Agreement shall be governed by the internal laws of the State of New York without giving effect to principles of conflicts of law. - 9 - This letter shall constitute the definitive agreement with respect to the purchase of the Shares and is intended to be binding upon the parties. If the foregoing accurately reflects your understanding of the definitive terms pursuant to which the Purchasers will acquire the above referenced Shares, please so indicate by signing this letter agreement on the space provided below and returning a facsimile copy of this letter to us at (212) 554-4355, whereupon this Agreement shall constitute a binding agreement among us. Sincerely, THE ARIES TRUST By: /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D., President Paramount Capital Asset Management, Inc. Investment Advisor to The Aries Trust ARIES DOMESTIC FUND, L.P. By: /s/ Lindsay A. Rosenwald, M.D. ------------------------------ Lindsay A. Rosenwald, M.D., President Paramount Capital Asset Management, Inc. General Partner, Aries Domestic Fund L.P. --------------------------------------- Sydney Kimmel AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: ZESIGER CAPITAL GROUP LLC, as agent and attorney-in-fact for the Sellers listed on Exhibit A attached hereto By: ---------------------- Name: Title: - 10 - -----END PRIVACY-ENHANCED MESSAGE-----