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Genenta, evolving into Saentra Forge, has signed a Binding Offer with Sòphia High Tech, an Italian company manufacturing critical parts for Europe's space and defense programs

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Genenta (Nasdaq: GNTA), evolving into Saentra Forge, signed a binding offer to fund Italian aerospace manufacturer Sòphia High Tech via two reserved capital increases for a potential controlling stake upon performance milestones. Genenta expects to fund EUR 6.0 million in two tranches to scale production, technology, and commercial reach; the deal is subject to due diligence, approvals, and definitive documentation.

Sòphia HT is profitable, forecasts EBITDA growth for 2026–2027, employs 40+ engineers and has completed over 530 projects serving ESA, AVIO, Leonardo, MBDA and others.

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Positive

  • EUR 6.0 million committed in two tranches to fund Sòphia HT
  • Aim to acquire controlling stake upon achievement of performance milestones
  • Sòphia HT already profitable with forecasted EBITDA growth for 2026–2027
  • Established customer base: ESA, AVIO, Leonardo, MBDA and other primes

Negative

  • Transaction completion conditional on confirmatory due diligence and required approvals
  • Second tranche is performance-driven, creating funding uncertainty if milestones are missed
  • Acquisition subject to definitive documentation, leaving timing and terms unresolved

News Market Reaction – GNTA

-14.29% 19.8x vol
19 alerts
-14.29% News Effect
+28.9% Peak Tracked
-27.9% Trough Tracked
-$3M Valuation Impact
$19.40M Market Cap
19.8x Rel. Volume

On the day this news was published, GNTA declined 14.29%, reflecting a significant negative market reaction. Argus tracked a peak move of +28.9% during that session. Argus tracked a trough of -27.9% from its starting point during tracking. Our momentum scanner triggered 19 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $19.40M at that time. Trading volume was exceptionally heavy at 19.8x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Sòphia funding total: EUR 6.0 million Team size: more than 40 engineers and specialists Projects completed: over 530 advanced projects
3 metrics
Sòphia funding total EUR 6.0 million Two tranches, second performance-driven
Team size more than 40 engineers and specialists Sòphia High Tech workforce
Projects completed over 530 advanced projects Completed aerospace and defense projects by Sòphia HT

Market Reality Check

Price: $0.7097 Vol: Volume 53,204 vs 20-day a...
normal vol
$0.7097 Last Close
Volume Volume 53,204 vs 20-day average 57,558 (relative volume 0.92x) shows only modest uptick despite the news. normal
Technical Shares at $0.828 are trading below the $2.42 200-day MA and remain 91.72% under the 52-week high.

Peers on Argus

GNTA is up 10.36% while close biotech peers show mixed, mostly modest moves (e.g...

GNTA is up 10.36% while close biotech peers show mixed, mostly modest moves (e.g., PDSB +1.76%, ATNM -0.47%, PYPD -0.69%), indicating a stock-specific reaction to this acquisition news rather than a sector-wide shift.

Historical Context

5 past events · Latest: Mar 24 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Mar 24 Strategy update Positive +8.2% Outlined evolution into Saentra Forge and biotech platform partnering plans.
Mar 13 Leadership recognition Neutral +1.7% CEO appointed to Italian Academy board, reinforcing leadership profile and networks.
Feb 27 Defense entry & trial Positive +3.2% Advanced transformation, first defense manufacturing step, and Nature Medicine GBM update.
Jan 27 Major transformation Positive +18.5% Announced shift to industrial consolidator and staged ATC acquisition funding.
Dec 19 CEO ownership update Neutral -2.0% Detailed CEO’s ~10% stake and historical open‑market purchases with no sales.
Pattern Detected

Recent corporate and strategic announcements have generally coincided with positive one-day moves, with only the CEO ownership update showing a negative reaction.

Recent Company History

Over the last few months, Genenta has repeatedly highlighted its transformation into an industrial consolidator across biotech, defense, aerospace, and national-security technologies. Announcements on Jan 27, 2026 and Feb 27, 2026 detailed the ATC acquisition framework and governance steps, followed by branding and strategy updates in March. Most of these releases saw positive 24-hour price reactions, suggesting the market has been receptive to the diversification and acquisition-driven model that today’s Sòphia High Tech agreement continues.

Market Pulse Summary

The stock dropped -14.3% in the session following this news. A negative reaction despite the Sòphia ...
Analysis

The stock dropped -14.3% in the session following this news. A negative reaction despite the Sòphia High Tech announcement would contrast with earlier strategic releases that generally saw positive one-day moves. Investors may have focused on funding commitments of EUR 6.0 million or the company’s already low share price versus the $10.00 52-week high and $2.42 200-day MA. Any pullback would underscore sensitivity to capital allocation and the need to demonstrate that new industrial assets can contribute meaningfully to the broader consolidation strategy.

Key Terms

EBITDA
1 terms
EBITDA financial
"Sòphia HT is already profitable and forecasts continued EBITDA growth in 2026, 2027"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

AI-generated analysis. Not financial advice.

MILAN, March 27, 2026 (GLOBE NEWSWIRE) -- Genenta Science S.p.A. (Nasdaq: GNTA), evolving into Saentra Forge1, a strategic industrial consolidator focused on biotech, defense, aerospace, and Italian national-security-related technologies, today announced that it has entered into a binding offer with Sòphia High Tech S.r.l., (Sòphia HT) an Italian company manufacturing critical parts for Europe's space and defense programs, under which Genenta will fund Sòphia through two reserved capital increases, with the goal of reaching a controlling stake upon the achievement of defined performance milestones. The transaction with Sòphia High Tech would be completed in two phases and remains subject to confirmatory due diligence, required approvals, and definitive transaction documentation.

Sòphia High Tech is an aerospace and defense engineering and manufacturing company, headquartered in Somma Vesuviana (Naples), Italy. Since its founding in 2013, Sòphia High Tech has grown from a specialized engineering boutique into a recognized European aerospace manufacturer, employing a team of more than 40 engineers, PhD researchers, and skilled technical specialists. Sòphia HT focuses on the design, simulation, prototyping, manufacturing, testing, and qualification of precision mechanical components and assemblies for space, defense, and advanced industrial applications. With over 530 advanced projects completed, Sòphia HT serves leading European aerospace and defense organizations, including the European Space Agency, Italian Aerospace Agency, AVIO, Thales Alenia Space, Leonardo, MBDA, GSSI, and D-Orbit, and also prestigious automotive brands such as Lamborghini.

Genenta expects to fund a total of EUR 6.0 million in two tranches, the second tranche being performance-driven. Sòphia High Tech is projecting growing revenues and operates with a solid net cash position, reflecting a disciplined management structure. Sòphia HT is already profitable and forecasts continued EBITDA growth in 2026, 2027 and beyond2. The funds are expected to be used for materially scaling production capacity, accelerating technological differentiation, and strengthening commercial penetration3.

“Our decision to pursue the acquisition of Sòphia High Tech was not driven simply by the fact that it is a great company — though it is. We are proposing to acquire it because it represents exactly the kind of irreplaceable industrial asset that Italy cannot afford to lose,” said Pierluigi Paracchi, CEO of Genenta. “With a thriving small satellite industry, a national space agency investing heavily through PNRR4 funds, and aerospace primes such as MBDA and AVIO anchoring a world-class supply chain, there is growing international attention on Italian deep-tech companies capable of delivering at the highest levels of complexity and reliability. Sòphia HT is perfectly positioned for this moment — a highly specialized, nimble, and deeply technical company with proven flight heritage, growing revenue, and proprietary manufacturing know-how that cannot be replicated. But this proposed acquisition is about more than one company. It is about a model. Sòphia HT is our legacy. The people behind it — the engineers, the PhDs, the machinists who build components that fly in space — they are our patrimony. Keeping them here, growing here, winning from here — that is the mission. That is what strategic acquisition means to us.”

“A strong synergy was immediately established with Genenta. Through investments focused on Facilities, Certifications, and People, it will ensure, in addition to an increase in Sòphia's manufacturing activities, an ever-increasing involvement with our customers,” said Antonio Caraviello, CEO of Sòphia High Tech.

About Genenta Science
Genenta Science (Nasdaq: GNTA), is evolving into a next-generation strategic consolidator focused on privately held specialized companies operating in Italian national security-regulated sectors, with activities spanning cybersecurity, defense, aerospace, and biotechnology/biosecurity.

About Sòphia High Tech
Sòphia High Tech S.r.l. is an Italian aerospace and defense engineering and manufacturing company. At its core, Sòphia builds the critical mechanical components of space and defense systems — the precision parts that hold rockets together, protect satellites in orbit, and allow aircraft to perform under extreme stress. The company covers the entire product lifecycle, from initial concept design and computer simulation, through prototyping and manufacturing, all the way to final testing, assembly, and qualification for flight. What sets Sòphia apart is its mastery of advanced manufacturing techniques — including state-of-the-art metal 3D printing (known as Selective Laser Melting), CNC precision machining and multitasking, and the ability to work with some of the most demanding exotic materials in the industry, including titanium, Inconel, tungsten, and specialized copper alloys. The company also conducts original materials research — developing entirely new metallic blends tailored to the specific demands of space propulsion. Certified to the EN9100 aerospace quality standard and to ECSS-Q-ST-70-80C, the ESA specification for additive manufacturing, Sòphia is one of the very few companies in Europe qualified to 3D-print flight-ready space hardware to ESA and NASA standards. With over 530 advanced projects completed, Sòphia serves leading European aerospace and defense organizations including ESA, AVIO, Thales Alenia Space, Leonardo, MBDA, GSSI, and D-Orbit.

Non-GAAP Information. This release includes EBITDA, which is a non-GAAP financial measure. EBITDA is defined as net loss adjusted to exclude interest income, income tax expense, and depreciation and amortization. This non-GAAP measure is not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles (GAAP) and may be different from non-GAAP measures used by other companies. In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles. Genenta believes that this non-GAAP financial measure, when considered together with financial information prepared in accordance with GAAP, can enhance investors’ and analysts’ ability to meaningfully compare its results from period to period and to forward-looking guidance, and to identify operating trends in its business. However, non-GAAP information is not superior to financial measures calculated in accordance with GAAP, is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

Forward-Looking Statements. Statements in this press release contain “forward-looking statements,” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” "will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Genenta’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict, including risks related to the transition to Saentra Forge, the expansion to a sovereign-aligned industrial consolidator, the legal proceedings with ENEA Tech, the funding provided by the recently acquired Mandatory Convertible Bond, etc. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in Genenta's Annual Report on Form 20-F for the year ended December 31, 2024, and Genenta's material disclosures on Form 6-K dated October 10, 2025, as well as other Form 6-K disclosures filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of the date of this announcement, and Genenta undertakes no duty to update such information except as required under applicable law.

Genenta Science Media
Tiziana Pollio, Mobile: +39 348 23 15 143
email: tiziana.pollio@genenta.com

____________________________________________

1 The name change from Genenta Science S.p.A. to Saentra Forge S.p.A. is subject to shareholder approval.
2 See “Non-GAAP Information” below for a discussion of the measure EBITDA
3 For additional information, please refer to our Form 6-K, which will be filed with the Securities and Exchange Commission today.
4 National Recovery and Resilience Plan (NRRP)


FAQ

What does Genenta's binding offer for Sòphia High Tech mean for GNTA shareholders?

It signals strategic diversification into aerospace and defense with targeted industrial consolidation. According to the company, Genenta plans to fund EUR 6.0 million in two tranches to scale Sòphia's production, technology, and commercial penetration, aiming for a controlling stake on milestones.

How much funding will GNTA provide to Sòphia High Tech and on what terms?

Genenta expects to provide EUR 6.0 million in two reserved capital increases. According to the company, the second tranche is performance-driven and the overall transaction is subject to due diligence, approvals, and definitive documentation.

What are the main conditional risks in the GNTA–Sòphia High Tech transaction?

Key risks include required approvals, confirmatory due diligence, and milestone conditions for the second tranche. According to the company, completion depends on successful due diligence, required regulatory approvals, and signing definitive transaction agreements.

How does Sòphia High Tech's business profile support Genenta's strategy for GNTA?

Sòphia HT is a profitable aerospace manufacturer with proprietary know-how and 530+ projects. According to the company, its customer base includes ESA, AVIO, Leonardo and MBDA, aligning with Genenta's focus on national-security-related technologies and industrial consolidation.

Will the GNTA investment immediately change Sòphia High Tech's operations or leadership?

The offer intends to fund scaling of facilities, certifications, and people to increase manufacturing activity. According to the company, funds are expected to accelerate capacity, technological differentiation, and commercial penetration, though definitive integration plans await documentation.

What is the timeline for GNTA to complete the acquisition of Sòphia High Tech?

No firm closing date has been provided; completion is staged and conditional. According to the company, the transaction would be completed in two phases and remains subject to confirmatory due diligence, approvals, and definitive documentation before closing.
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