Genenta (Nasdaq: GNTA) invests €6M in Sòphia High Tech
Rhea-AI Filing Summary
Genenta Science is accelerating its transformation into a biotech, defense, aerospace, and national‑security industrial consolidator by signing definitive agreements to acquire majority ownership of Sòphia High Tech, an Italian aerospace and defense engineering and manufacturing company.
Genenta expects to fund a total of €6.0 million in two tranches. The first tranche combines payments to founders and a €3.25 million reserved capital increase, giving Genenta a 19.9% stake in Sòphia HT; completion of a second tranche would raise its stake to 51%, with an additional potential €0.5 million earnout tied to EBITDA milestones.
Sòphia HT reported approximately €6.29 million in 2024 revenue and other operating income and €0.96 million EBITDA, and preliminarily expects about €8 million in 2025 sales. Over the medium term, it currently targets roughly doubling its 2024 revenue by 2027 and expanding its workforce from 44 to about 70 employees.
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Insights
Genenta is pivoting from pure biotech toward a broader defense and aerospace consolidator model via a staged majority investment in Sòphia High Tech.
Genenta Science plans to invest up to €6.0 million to move from a 19.9% to potentially 51% ownership in Sòphia High Tech, an Italian aerospace and defense manufacturer. The structure combines a €3.25 million capital increase with additional cash to founders, plus an earnout of up to €0.5 million tied to EBITDA milestones.
Sòphia HT’s latest available figures show about €6.29 million in 2024 revenue and other operating income and €0.96 million EBITDA, with preliminary 2025 sales of roughly €8 million. Management highlights a plan to roughly double 2024 revenue by 2027 and grow headcount from 44 to around 70, supported by Genenta’s capital and operational oversight.
The transaction remains subject to government clearances under Italian Golden Power rules and other customary closing conditions. Actual financial impact for Genenta will depend on closing, Sòphia HT meeting EBITDA targets, and execution of the planned efficiency and capacity expansion program over the coming years.
Key Figures
Key Terms
Italian Golden Power legislation regulatory
EBITDA financial
earnout payment financial
non-GAAP financial measure financial
Selective Laser Melting technical
Form 6-K regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-41115
GENENTA SCIENCE S.P.A.
(Translation of registrant’s name into English)
Via dell’Annunciata 31
20121 Milan, Italy
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This report on Form 6-K, including Exhibit 10.1, is incorporated by reference into the registrant’s registration statement on Form F-3 (File No. 333-271901).
Other Events
Sòphia High Tech Purchase and Investment Agreement
In addition to its current activities as a clinical-stage biotechnology company focused on the development of Temferon, the Company intends to expand as a biotech, defense, aerospace, and national security industrial consolidator focused on acquiring majority ownership of privately held Italian businesses operating in national-security regulated sectors contemplated by the Italian Golden Power legislation.
In connection with this strategic expansion, on April 22, 2026, the Company entered into a Purchase and Investment Agreement (the “Agreement”) with Caraviello S.r.l. (“Caraviello”) and Sansone S.r.l. (“Sansone”) ACS Aircraft Solutions S.r.l. (“ACS”) and Domenico Borrelli (“Borrelli”) together the “Founders” to acquire a majority equity ownership in Sòphia High Tech S.r.l. (“Sòphia HT”). Sòphia HT is an Italian aerospace and defense engineering and manufacturing company, headquartered in Somma Vesuviana (Naples), Italy. Sòphia HT manufactures critical parts for Europe’s space and defense programs.
The Company expects to fund a total of EUR 6.0 million, which will include a capital increase in two tranches (the second tranche being subject to certain EBITDA performance milestones) and certain payments to the Founders. The Agreement provides for an initial acquisition by the Company of 19.9% equity ownership in Sòphia HT in exchange for certain payments to the Founders, as well as a cash subscription in the form of a capital increase in Sòphia HT’s reserved capital in the aggregate amount of €3.25 million. The Agreement provides for an opportunity to acquire up to an aggregate of 51% equity ownership in Sòphia HT pursuant to a second tranche involving another cash subscription, subject to Sòphia HT meeting certain EBITDA performance milestones in the aggregate amount of approximately €2.25 million. The Agreement also provides for an earnout payment to the Founders, subject to Sòphia HT meeting certain EBITDA performance milestones of up to €0.5 million. The Company has the unilateral right to exercise its second tranche option regardless of whether Sòphia HT meets certain EBITDA targets or not. The Agreement is subject to certain closing conditions, including required government approvals, and certain other conditions that are customary for a proposed transaction of this nature.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 6-K (this “Report”) and is incorporated by reference herein. The full text of the press release issued in connection with the announcement of the Agreement is filed as Exhibit 99.1 to this Report.
Forward-Looking Statements
This Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the Company’s acquisition of equity ownership in Sòphia HT. The risks and uncertainties involved include the Company’s and Sòphia HT’s ability to satisfy the conditions contained in the Agreement, including but not limited to required government approvals, Sòphia HT’s ability to satisfy the applicable performance-based criteria, market conditions, and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Report. The Company does not intend to revise or update any forward-looking statement in this Report as a result of new information, future events or otherwise, except as required by law.
SUBMITTED HEREWITH
Attached to this Report for the month of April 2026, and incorporated by reference herein, is:
| Exhibit No. | Description | |
| 10.1* | Share Purchase and Investment Agreement dated April 22, 2026, between the Company, Caraviello S.r.l., Sansone S.r.l., ACS Aircraft Solutions S.r.l., and Domenico Borrelli. | |
| 99.1 | Press release dated April 23, 2026, titled: “Genenta signs Definitive Agreements with Sophia High Tech.” |
* Certain portions of this exhibit (indicated with “[***]”) have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Certain annexes, schedules, and exhibits have also been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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.
| GENENTA SCIENCE S.P.A. | ||
| By: | /s/ Pierluigi Paracchi | |
| Name: | Pierluigi Paracchi | |
| Title: | Chief Executive Officer | |
Dated: April 23, 2026
Exhibit 99.1
Genenta signs Definitive Agreements with Sophia High Tech
Genenta enters aerospace as it continues its strategic transformation into a next-generation industrial consolidator
Milan, Italy – April 23, 2026 - 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 signed definitive agreements2 with Sòphia High Tech S.r.l., (Sòphia HT) an Italian company manufacturing critical parts for Europe’s space and defense programs.
Genenta expects to fund a total of €6.0 million in two tranches. With the closing of the first tranche, Genenta will obtain a 19.9% stake, and with the closing of the second tranche, Genenta will own a 51% stake in Sòphia HT. The proceeds are expected to be deployed by Sòphia HT to materially scale production capacity, accelerate technological differentiation, and strengthen commercial penetration.
Sòphia HT joins Genenta with a solid net cash position and an already profitable operating profile. In its latest filed financial statements for fiscal year 2024, Sòphia HT reported3 total revenues and other operating income of approximately €6.29 million and EBITDA of approximately €0.96 million. Based on preliminary internal figures currently under finalization for fiscal year 2025, Sòphia HT expects sales of approximately €8 million. Over the medium term, Sòphia HT currently expects to approximately double its 2024 revenue base by 2027, while expanding its workforce from 44 employees currently to approximately 70 by 2027. Genenta expects to add value to Sòphia HT by providing expanded visibility, strong financial controls, and executive management and leadership. The EBITDA expansion trajectory is structurally underpinned by a multi-year efficiency program targeting margin growth, driven by the progressive insourcing of high-value processes, increased asset utilization, and a more disciplined cost structure as scale builds. We believe that this operational leverage would be accelerated by Genenta’s capital injection, which enables targeted capex for capacity build-out and automation, and enhances access to high-value, institutional-grade demand channels — compressing execution timelines and de-risking growth.
Sòphia High Tech is an aerospace and defense engineering and manufacturing company, headquartered in Somma Vesuviana (Naples), Italy. Since its founding in 2013, Sòphia HT 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.
This transaction reflects the broader strategic transformation discussed by our CEO, Pierluigi Paracchi, in a recent episode of Economic Security Watch, the new podcast from fDi Intelligence, a Financial Times company, where he joined Danielle Myles to discuss Genenta’s evolution from biotech into a strategic consolidator active across Italy’s national security sectors. The interview is available here: https://www.fdiintelligence.com/video/70c2aff3-7336-4496-956f-30ff7ae5c582
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.
1 The name change from Genenta Science S.p.A. to Saentra Forge S.p.A. is subject to shareholder approval.
2 The transaction will be subject, among other conditions, to the condition precedent relating to obtaining clearance from the Italian Presidency of the Council of Ministers.
3 The historical and current financial statements of Sophia HT are unaudited.
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 financial results from period to period and to forward-looking guidance, and to identify operating trends in the 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, ability to close the transaction with Sòphia High Tech, financial forecasts of Sòphia High Tech, and expected use of proceeds of Sòphia High Tech, 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