Genenta Science (GNTA) exits U.S. subsidiary, keeps CFO in 12‑month consulting role

Rhea-AI Filing Summary

Genenta Science S.p.A. is closing its wholly owned U.S. subsidiary, Genenta Science, Inc., after a strategic review and a decision to focus on building an industrial aggregator in Italy and Europe. The closure aims to streamline operations, reduce costs, and focus on core markets.

The closure is expected to be substantially completed by July 31, 2026 and is anticipated to result in minimal one-time charges, with no material adverse effect on the company’s overall financial position or liquidity. Former CFO Richard B. Slansky will move from employee to a 12‑month consulting role effective June 1, 2026, continuing as principal financial and accounting officer under a binding consulting agreement that provides fees, healthcare reimbursements, and potential performance-based or equity compensation.

Insights

Equity & governance analyst

Genenta exits U.S. ops, keeps CFO as consultant with limited financial impact.

Genenta Science S.p.A. is ceasing operations in the United States and closing its Delaware subsidiary after a strategic review, concentrating resources on Italy and Europe. The company states the move reflects efforts to streamline the business, reduce costs, and focus on core markets.

The closure is expected to be largely complete by July 31, 2026, with management anticipating minimal one-time charges and no material adverse effect on overall financial position or liquidity. That suggests a relatively small operational footprint in the U.S. and a primarily strategic, not distress-driven, decision.

Former CFO Richard B. Slansky, the only remaining U.S. employee, transitions to a 12‑month consulting agreement effective June 1, 2026, remaining the principal financial and accounting officer. This preserves continuity in financial oversight while adapting to the streamlined corporate structure; subsequent filings may detail any changes in compensation mix or responsibilities.

Key Figures

Subsidiary closure target date: July 31, 2026 CFO consulting start date: June 1, 2026 Consulting term length: 12 months +1 more

4 metrics

Subsidiary closure target date July 31, 2026 Expected substantial completion of Genenta Science, Inc. closure

CFO consulting start date June 1, 2026 Effective date of Richard B. Slansky’s consulting role

Consulting term length 12 months Duration of binding consulting agreement for CFO

Consulting agreement date April 24, 2026 Date of Binding Consulting Agreement between company and CFO

Key Terms

foreign private issuer, Form 6-K, Binding Consulting Agreement, non-competition/non-solicitation, +1 more

5 terms

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K regulatory

"This report on Form 6-K, including Exhibit 10.1, is incorporated"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Binding Consulting Agreement financial

"entered into a consulting agreement (the “Binding Consulting Agreement”) pursuant to which"

non-competition/non-solicitation legal

"includes customary provisions relating to confidentiality, intellectual property, and non-competition/non-solicitation"

forward-looking statements regulatory

"This report contains forward-looking statements within the meaning of applicable securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Genenta Science S.p.A. (GNTA) announce in this Form 6-K?

Genenta Science S.p.A. announced it will cease operations in the United States and close its wholly owned Delaware subsidiary, Genenta Science, Inc. The company also detailed a new 12‑month consulting arrangement with its CFO, Richard B. Slansky, who will continue as principal financial and accounting officer.

Why is Genenta Science S.p.A. (GNTA) closing its U.S. subsidiary?

The U.S. subsidiary is being closed following a strategic review and a decision to build an industrial aggregator in Italy and Europe. Management indicates the move is intended to streamline operations, reduce costs, and concentrate on core markets that align with the company’s long-term strategic priorities.

When will the closure of Genenta Science, Inc. be completed?

Genenta expects the closure of its U.S. subsidiary, Genenta Science, Inc., to be substantially completed by July 31, 2026, subject to local regulatory requirements. The company anticipates minimal one-time charges from this process and does not expect a material adverse effect on its financial position or liquidity.

How will GNTA’s CFO role change under the new consulting agreement?

Effective June 1, 2026, CFO Richard B. Slansky will move from an employment role to a 12‑month consulting agreement. He will remain Genenta’s principal financial and accounting officer, providing advisory services for auditing, banking, compliance, legal actions, and other tasks typically handled by a public company CFO.

What compensation will GNTA’s CFO receive as a consultant?

Under the binding consulting agreement, Richard B. Slansky will receive a consulting fee and certain healthcare reimbursements. He will also be eligible for additional compensation, including potential performance bonuses or equity grants, at the discretion of Genenta’s Board of Directors, without separate severance from his prior employment agreement.

Will closing the U.S. subsidiary materially impact GNTA’s finances?

Genenta states it anticipates minimal one-time charges associated with closing its U.S. subsidiary and does not expect the closure to have a material adverse effect on its overall financial position or liquidity. This indicates management views the change as operationally focused rather than financially distress-driven.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 04/28/2026 - 04:05 PM Learn about SEC filing dates

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

Closure of Genenta Science, Inc.

The Board of Directors of Genenta Science S.p.A. (the “Company”) has decided to cease operations in the United States and close its wholly owned subsidiary, Genenta Science, Inc., a Delaware corporation. The decision to close the subsidiary was made following a strategic review of the Company’s global operations, its strategic decision to build an industrial aggregator in Italy and Europe, and reflects management’s ongoing efforts to streamline its business, reduce costs, and focus on core markets. The subsidiary was created envisioning eventual clinical trials in the United States, and to employ key members of the Genenta team, which no longer aligns with the Company’s long-term strategic priorities.

The Company expects the closure process to be substantially completed by July 31, 2026, subject to local regulatory requirements. The Company anticipates incurring minimal one-time charges in connection with the closure. The closure is not expected to have a material adverse effect on the Company’s overall financial position or liquidity.

Consulting Agreement for CFO

Due to the closure of Genenta Science, Inc., the Company has decided that Richard B. Slansky, who has served as the Company’s Chief Financial Officer, and who is the only remaining employee of Genenta Science, Inc., will transition from an employment role to a consulting role with the Company, effective June 1, 2026. In this consulting capacity, Mr. Slansky will continue as the Company’s principal financial and accounting officer.

In connection with this transition, the Company and Mr. Slansky have entered into a consulting agreement (the “Binding Consulting Agreement”) pursuant to which Mr. Slansky will provide advisory services to the Company, including assisting and facilitating relevant auditing activities, banking tasks, required compliance issues, legal actions, and other actions and events normally performed by a public company’s Chief Financial Officer. The Binding Consulting Agreement has a term of 12 months, unless earlier terminated in accordance with its terms.

Under the Binding Consulting Agreement, Mr. Slansky will receive a consulting fee plus certain healthcare reimbursements and will be eligible for additional compensation, such as performance bonuses or equity grants, at the discretion of the Board of Directors. The agreement also includes customary provisions relating to confidentiality, intellectual property, and non-competition/non-solicitation.

In connection with the transition, Mr. Slansky’s employment agreement with the Company will be terminated on June 1, 2026, by mutual agreement, and Mr. Slansky will not receive any severance or other payments outside of those stipulated in the Binding Consulting Agreement. The Company thanks Mr. Slansky for his continued contributions and looks forward to benefiting from his expertise in an advisory capacity.

The foregoing description of the Binding Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Binding Consulting 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.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the expected duration and scope of the consulting arrangement. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update these forward-looking statements 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*		Binding Consulting Agreement dated April 24, 2026, between the Company, and Richard B. Slansky.

* Certain portions of this exhibit (indicated with “[***]”) have been redacted in accordance with Item 601(b)(10)(iv) 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 28, 2026

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 84.4 KB