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Genenta Science (GNTA) sets June meeting on name change and reverse split

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Genenta Science S.p.A. has called an all-virtual ordinary and extraordinary shareholders’ meeting for June 29, 2026, with a possible second call on June 30, 2026. Shareholders will vote on approving the financial statements for the year ended December 31, 2025, appointing a new Board of Directors (including compensation), and authorizing the purchase and disposal of treasury shares.

They will also consider changing the corporate name to Saentra Forge S.p.A., delegating authority to the Board to increase share capital and/or issue convertible bonds, and approving a reverse stock split of the ordinary shares within a shareholder-approved range. The Board would later set the final ratio and decide whether to implement the reverse split after determining that the company has not achieved stable compliance with Nasdaq listing requirements.

Positive

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Negative

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Insights

Genenta seeks broad flexibility on capital structure and Nasdaq compliance.

The company is asking shareholders for multiple mandates at the June 2026 meeting, including authority to increase share capital, issue convertible bonds, and execute a reverse stock split. These tools expand the Board’s options for managing listing standards and potential future financing.

The reverse split is framed as discretionary, triggered by the Board’s assessment of unstable compliance with Nasdaq requirements. Actual impact depends on whether the Board later chooses to implement a split and how any future capital increases or convertible issuances are structured. Subsequent company disclosures would clarify those decisions.

First-call meeting date and time June 29, 2026, 5:00 p.m. CEST Ordinary and extraordinary shareholders’ meeting held by teleconference
Second-call meeting date and time June 30, 2026, 5:30 p.m. CEST Fallback date if quorum is not met on first call
Fiscal year-end for accounts approval December 31, 2025 Financial statements subject to shareholder approval
Form reference Form S-8 File No. 333-278392 This Form 6-K is incorporated by reference into the registration statement
reverse stock split financial
"a proposed reverse stock split of the Company’s ordinary shares within a range to be approved by the shareholders"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
treasury shares financial
"the authorization to purchase and dispose of treasury shares"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
convertible bonds financial
"a proposed delegation to the Board to increase the share capital and/or to issue convertible bonds"
A convertible bond is a loan a company issues that pays regular interest and can be exchanged for a fixed number of the company’s shares under specified terms. It matters to investors because it combines the steady income and lower downside risk of a bond with the upside potential of owning stock—like holding a ticket that can be cashed for equity if the share price rises—affecting returns, risk, and shareholder dilution.
Nasdaq listing requirements regulatory
"based on the Board’s ascertainment of the Company’s failure to achieve stable compliance with Nasdaq listing requirements"
NASDAQ listing requirements are the financial, governance and disclosure rules a company must meet to have its shares traded on the NASDAQ stock exchange. Think of them as the standards a business must pass to join an exclusive marketplace — they affect whether a stock can be bought easily, how much public information the company must provide, and how investors judge its credibility and risk. Meeting these rules can boost liquidity and investor confidence.
slate voting mechanism regulatory
"two alternative slates of candidates for the Board have been submitted by shareholders pursuant to the slate voting mechanism"
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

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 June 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 99.1, is incorporated by reference into the registrant’s registration statement on Form S-8 (File No. 333-278392).

 

 

 

 

 

 

Other Events

 

Genenta’s Ordinary and Extraordinary Shareholders’ Meeting

 

On May 30, 2026, Genenta Science S.p.A. (the “Company”) issued a notice (the “Notice”) regarding its Ordinary and Extraordinary Shareholders’ Meeting (the “Meeting”) to be held, pursuant to Article 9.5 of the Company’s bylaws, exclusively by teleconference, on June 29, 2026 at 5:00 p.m. (Central European Summer Time), on first call, and, if necessary, on June 30, 2026 at 5:30 p.m. (Central European Summer Time), on second call.

 

During the ordinary session of the Meeting, the Company’s shareholders will be asked to approve, among other matters, (1) the Company’s financial statements for the fiscal year ended December 31, 2025, (2) appointment of the Board of Directors of the Company (the “Board”) (including determination of related compensation), and (3) the authorization to purchase and dispose of treasury shares. In connection with item (2), two alternative slates of candidates for the Board have been submitted by shareholders pursuant to the slate voting mechanism provided for under the Company’s bylaws.

 

During the extraordinary session of the Meeting, the Company’s shareholders will be asked to approve, among other matters, (1) a proposed amendment to the Company’s bylaws to change the Company’s corporate name from Genenta Science S.p.A. to Saentra Forge S.p.A., (2) a proposed delegation to the Board to increase the share capital and/or to issue convertible bonds, and (3) a proposed reverse stock split of the Company’s ordinary shares within a range to be approved by the shareholders. Following shareholder approval of the reverse stock split, the Board will have discretion to determine the exact ratio and whether to effectuate the reverse stock split, based on the Board’s ascertainment of the Company’s failure to achieve stable compliance with Nasdaq listing requirements.

 

A copy of the Notice is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference. Additionally, the Notice and other related materials and information related to the upcoming Meeting can be found on the Company’s website at www.genenta.com under the News & Events tab, under Ordinary and Extraordinary Shareholders’ Meeting, June 2026 (English or Italian Version).

 

 

 

 

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: June 17, 2026

 

 

 

 

Exhibits.

 

Exhibit No.   Description
99.1   Notice of Call of Ordinary and Extraordinary Shareholders’ Meeting dated May 30, 2026.

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What is Genenta Science (GNTA) asking shareholders to approve at the June 2026 meeting?

Shareholders are asked to approve 2025 financial statements, elect a new Board with related compensation, authorize treasury share transactions, consider a name change, grant capital increase and convertible bond authority, and approve a potential reverse stock split.

When will Genenta Science (GNTA) hold its June 2026 shareholders’ meeting?

The meeting is scheduled virtually for June 29, 2026 at 5:00 p.m. Central European Summer Time, with a potential second call on June 30, 2026 at 5:30 p.m. Central European Summer Time if needed.

What corporate name change is Genenta Science (GNTA) proposing?

Genenta proposes amending its bylaws to change the corporate name from Genenta Science S.p.A. to Saentra Forge S.p.A. This requires approval during the extraordinary session of the June 2026 shareholders’ meeting.

What reverse stock split is being proposed by Genenta Science (GNTA)?

Shareholders will vote on a reverse stock split of the company’s ordinary shares within a range they approve. Afterward, the Board may choose the exact ratio and whether to implement it, based on Nasdaq compliance assessments.

How does the Genenta Science (GNTA) meeting relate to Nasdaq listing requirements?

The Board would decide whether to carry out the approved reverse stock split after determining that Genenta has not achieved stable compliance with Nasdaq listing requirements. The reverse split is positioned as a potential tool to address listing standards.

Where can investors find the full notice for Genenta Science’s June 2026 meeting?

The notice of call is furnished as Exhibit 99.1 to the June 2026 report and is also available on Genenta’s website under the News & Events tab, in the section for the Ordinary and Extraordinary Shareholders’ Meeting, June 2026.

Filing Exhibits & Attachments

3 documents

Press Releases