Edgar Filing: GENTA INC DE/

sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Genta Incorporated

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

37245M603

(CUSIP Number)

March 9, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No.		37245M603


1	NAMES OF REPORTING PERSONS Boxer Capital, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			See explanatory note below.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			See explanatory note below.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	See explanatory note below.

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	See explanatory note below.

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Explanatory Note: Boxer Capital, LLC has shared ownership of $445,626.40 principal amount of the Issuer’s 8% Unsecured Subordinated Convertible Promissory Notes due July 7, 2011 (the “July 2011 Notes”) and $120,371.47 principal amount of the Issuer’s 8% Unsecured Subordinated Convertible Promissory Notes due July 7, 2011, and issued on September 4, 2009 (the “September 2011 Notes” along with the July 2011 Notes, each a “Note” and collectively the “Notes”). The Notes can only converted to the extent that, after such conversion, the Reporting Persons (as defined below) would beneficially own no more than 9.999% of the outstanding Common Shares (as defined below). Were Boxer Capital, LLC able to fully convert the Notes it owns, it would have shared beneficial ownership of 56,599,787 Common Shares. See Item 4 below.

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CUSIP No.		37245M603


1	NAMES OF REPORTING PERSONS Boxer Asset Management Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Bahamas

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			See explanatory note below.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			See explanatory note below.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	See explanatory note below.

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	See explanatory note below.

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Explanatory Note: Boxer Asset Management Inc. has shared ownership of $445,626.40 principal amount of the July 2011 Notes and $120,371.47 principal amount of the September 2011 Notes. The Notes can only converted to the extent that, after such conversion, the Reporting Persons would beneficially own no more than 9.999% of the outstanding Common Shares. Were Boxer Capital, LLC able to fully convert the Notes it owns, Boxer Asset Management Inc. would have shared beneficial ownership of 56,599,787 Common Shares. See Item 4 below.

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CUSIP No.		37245M603


1	NAMES OF REPORTING PERSONS MVA Investors II, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			See explanatory note below.

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			See explanatory note below.

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	See explanatory note below.

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	See explanatory note below.

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Explanatory Note: MVA Investors II, LLC has sole ownership of $106,154.60 principal amount of the July 2011 Notes and $32,941.16 principal amount of the September 2011 Notes. The Notes can only converted to the extent that, after such conversion, the Reporting Persons would beneficially own no more than 9.999% of the outstanding Common Shares. Were MVA Investors II, LLC able to fully convert the Notes it owns, it would have sole beneficial ownership of 13,909,576 Common Shares. See Item 4 below.

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CUSIP No.		37245M603


1	NAMES OF REPORTING PERSONS Joseph Lewis


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United Kingdom

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			See explanatory note below.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH:		8	SHARED DISPOSITIVE POWER

			See explanatory note below.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	See explanatory note below.

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	See explanatory note below.

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Explanatory Note: Joseph Lewis has shared ownership of $445,626.40 principal amount of the July 2011 Notes and $120,371.47 principal amount of the September 2011 Notes. The Notes can only converted to the extent that, after such conversion, the Reporting Persons would beneficially own no more than 9.999% of the outstanding Common Shares. Were Boxer Capital, LLC able to fully convert the Notes it owns, Joseph Lewis would have shared beneficial ownership of 56,599,787 Common Shares. See Item 4 below.

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CUSIP No.		37245M603

Item 1(a). Name of Issuer:

Genta Incorporated (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

200 Connell Drive
Berkeley Heights, NJ 07922

Item 2(a). Name of Person Filing:

This Schedule 13G is jointly filed by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joseph Lewis, and MVA Investors II, LLC (“MVA”) (together with Boxer Capital and Boxer Management, and Joseph Lewis, the “Reporting Persons”). Boxer Management is the managing member and majority owner of Boxer Capital. Joseph Lewis is the sole indirect owner and controls Boxer Management. MVA is the independent, personal investment vehicle of certain employees of Boxer Capital and Tavistock Life Sciences Company, which is a Delaware corporation and an affiliate of Boxer Capital. As such, MVA is not controlled by Boxer Capital, Boxer Management and Joseph Lewis.

Item 2(b). Address of Principal Business Office, or, if none, Residence:

The principal business address of Boxer Capital and MVA is: 445 Marine View Avenue, Suite 100, Del Mar, CA 92014. The principal business address of both Boxer Management and Joseph Lewis is: c/o Cay House P.O. Box N-7776 E.P. Taylor Drive Lyford Cay, New Providence, Bahamas.

Item 2(c). Citizenship:

Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer Management is organized under the laws of the Bahamas. MVA is a limited liability company organized under the laws of Delaware. Joseph Lewis is a citizen of the United Kingdom.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value, (the “Common Shares”).

Item 2(e). CUSIP Number:

37245M603

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned:

Boxer Capital, Boxer Management and Joseph Lewis own $445,626.40 principal amount of the July 2011 Notes and $120,371.47 principal amount of the September 2011 Notes. MVA owns $106,154.60 principal amount of the July 2011 Notes and $32,941.16 principal amount of the September 2011 Notes.

Pursuant to the terms of the Notes, following the securities purchase agreement dated March 5, 2010 between the issuer and certain accredited investors, as disclosed on the Issuer’s Current Report on Form 8-K, filed on March 10, 2010, the conversion price of each of the Notes is $0.01. The Notes can only converted to the extent that, after such conversion, the Reporting Persons would beneficially own no more than 9.999% of the Issuer’s outstanding Common Shares. Because Boxer Capital, Boxer Management, Joseph Lewis and MVA may be deemed to be a group pursuant to Rule 13d, their aggregate beneficial ownership of Common Shares underlying the Notes cannot exceed 9.999% of the Issuer’s outstanding Common Shares.

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CUSIP No.		37245M603

(b) Percent of class:

The Common Shares beneficially owned by Boxer Capital, Boxer Management and Joseph Lewis together with the Common Shares beneficially owned by MVA represent 9.999%* of the Issuer’s outstanding Common Shares.

(i) Sole power to vote or direct the vote:

MVA has the sole power to vote the Common Shares it beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to vote or direct the vote of any Common Shares.

(ii) Shared power to vote or to direct the vote:

Boxer Capital, Boxer Management and Joseph Lewis have shared voting power with respect to the Common Shares they beneficially own. MVA does not have shared power to vote or direct the vote of any Common Shares.

(iii) Sole power to dispose or direct the disposition of:

MVA has the sole power to dispose of the Common Shares it beneficially owns. Boxer Capital, Boxer Management and Joseph Lewis do not have the sole power to dispose or direct the disposition of any Common Shares.

(iv) Shared power to dispose or to direct the disposition of:

Boxer Capital, Boxer Management and Joseph Lewis have shared dispositive power with respect to the Common Shares they beneficially own. MVA does not have shared power to dispose of or direct the disposition of any Common Shares.


*		The Reporting Persons may be deemed to beneficially own 21,075,779 Common Shares which constitute approximately 9.999% of a notional number of the Issuer’s outstanding Common Shares (based on a calculation of (i) 191,810,882 shares outstanding as of December 16, 2009, as reported in the Issuer’s Prospectus filed with the SEC on December 23, 2009 and (ii) 21,075,779 Common Shares underlying currently convertible Notes held by the Reporting Persons). Boxer Management and Joseph Lewis each have shared voting and dispositive power with regard to the Common Shares beneficially owned directly by Boxer Capital. MVA has sole voting and dispositive power over the Common beneficially owned by it. Neither Boxer Capital, Boxer Management nor Mr. Lewis have any voting or dispositive power with regard to the Common Shares beneficially owned by MVA.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Only Boxer Capital has the right to receive dividends and the proceeds from sale of the Common Shares held by the Boxer Capital. Only MVA has the right to receive dividends and the proceeds from sale of the Common Shares held by the MVA. See Item 4 above.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Member of the Group.

Not applicable.

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CUSIP No.		37245M603

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Joint Filing Agreement, dated the date hereof, between the Reporting Persons.

Page 8 of 9


CUSIP No.		37245M603

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 15, 2010	BOXER CAPITAL, LLC
	By:	/s/ Aaron Davis
		Name:	Aaron Davis
		Title:	Authorized Signatory

	BOXER ASSET MANAGEMENT INC.
	By:	/s/ Jefferson R. Voss
		Name:	Jefferson R. Voss
		Title:	Director

	MVA Investors II, LLC
	By:	/s/ Neil Reisman
		Name:	Neil Reisman
		Title:	Authorized Signatory

	JOSEPH LEWIS
	By:	/s/ Joseph Lewis
		Joseph Lewis, Individually

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