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): July 26, 2012
Date of report (Date of earliest event reported): July 24, 2012
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 54.0702 ~~Submission~~Non-Reliance ofon ~~Matters~~Previously toIssued Financial Statements or a ~~Vote~~Related ofAudit ~~Security~~Report ~~Holders.~~or Completed Interim Review

Genta Incorporated, (the “Company”), ~~held~~has ~~its~~determined that for the three-month period ended March 31, 2012, ~~Annual~~the ~~Meeting~~Company’s offinancial ~~Stockholders~~statements included in Form 10-Q filed with the Securities and Exchange Commission on ~~July~~May 2614, 2012 will need to be restated for the item described below and therefore should not be relied upon. The ~~stockholders~~Company ~~voted~~will onfile ~~the~~an ~~following~~amended ~~matters:~~10-Q for such period as soon as practicable.

~~Proposal~~On 1July 24, 2012, during their review of interim financial statements for the three and six months ended June 30, 2012, the Company’s independent registered public accounting firm informed the Company’s principal financial and accounting officer of a potential misstatement in the Company’s financial statements for the three-month period ending March 31, 2012. ~~Election~~After consultation with the Company’s independent registered public accounting firm, the Company’s principal financial and accounting officer and its Audit Committee concluded that the Company’s unaudited financial statements filed for the three-month period ended March 31, 2012 contained a material misstatement pertaining to the Company’s calculation of ~~Board~~a warrant liability and a resulting non-cash charge to its statement of ~~Directors~~operations.

~~Stockholders~~The ~~elected~~following ~~each~~table ofrepresents the ~~Board’s~~effects ~~five~~of ~~director~~the ~~nominees~~restated statements as ~~set~~of ~~forth~~and ~~below~~for the three months ended March 31, 2012:

Director	Votes For	Withheld	Broker Non-Votes
($ in thousands, except per share amounts)		As filed 3/31/2012			As restated 3/31/2012
Raymond P. Warrell, Jr. M.D.	3,390,154,769	81,920,406	1,191,524,858
Statement of Operations:
Marvin E. Jaffe, M.D	3,401,218,210	70,856,965	1,191,524,858
Fair value – warrant liability		$	25,508		$	9,610
Brian M. Leyland-Jones, Ph.D.	3,393,405,614	78,669,561	1,191,524,858
Total other income/(expense), net		$	8,728		$	(7,170	)
Richard J. Moran	3,400,285,466	71,789,709	1,191,524,858
Net income/(loss)		$	5,234		$	(10,664	)
Christopher P. Parios	3,395,866,667	76,208,508	1,191,524,858
Net income /(loss) per basic and diluted share		$	0.00		$	(0.01	)
Balance Sheet:
Warrant liability		$	14,727		$	30,625
Total long-term liabilities		$	16,504		$	32,402
Accumulated deficit		$	(1,261,912	)	$	(1,277,810	)
Total stockholders’ deficit		$	(30,171	)	$	(46,069	)

~~Proposal~~As 2.previously Todisclosed, ~~approve~~the Company’s financial statements have raised substantial doubt about its ability to continue as a ~~change~~going concern and as a result, the Company’s independent registered public accounting firm included an explanatory paragraph in ~~corporate~~their ~~domicile~~report ~~from~~on ~~Delaware~~the consolidated financial statements for the year ended December 31, 2011 with respect to ~~California~~this uncertainty. The Company has actively sought additional financing and a strategic partner; however, to date those efforts have been unsuccessful. If the Company cannot secure financing or a strategic partner, the Company may file for reorganization under bankruptcy.

Stockholders voted to approve a change in the corporate domicile for the Company from Delaware to California.

For	3,366,813,093
Against	101,209,494
Abstain	4,052,588
Broker Non-Votes	1,191,524,858

Proposal 3. To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ended December 31, 2012

Stockholders voted to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ended December 31, 2012.

For	4,470,603,777
Against	106,998,428
Abstain	85,997,828
Broker Non-Votes	0

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:	July 2627, 2012	By:	/s/ GARY SIEGEL
			Name:	Gary Siegel
			Title:	Vice President, Finance

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