Genenta Science (GNTA) backs capital and reverse split plans

Rhea-AI Filing Summary

Genenta Science S.p.A. reported that an Extraordinary Shareholders’ Meeting held on July 29, 2026 deferred a vote on changing its corporate name to Saentra Forge S.p.A., with the proposal to be reconsidered at a reconvened meeting scheduled for September 10, 2026.

Shareholders granted the Board of Directors five-year authority to increase share capital by up to €300,000,000, including any share premium, issue up to 120,000,000 new ordinary shares and issue convertible bonds under the same aggregate limit. They also approved a potential reverse stock split at a ratio between 1-for-10 and 1-for-20 within 12 months, intended to assist compliance with Nasdaq’s minimum bid price requirement; the Board may decide whether and when to implement it.

Key Figures

Authorized capital increase: €300,000,000 Maximum new ordinary shares: 120,000,000 shares Reverse split ratio range: 1 new share for every 10 to 20 existing shares +4 more

7 metrics

Authorized capital increase €300,000,000 Maximum aggregate share capital increase approved with five-year Board authority

Maximum new ordinary shares 120,000,000 shares Upper limit of new ordinary shares issuable under the shareholder authorization

Reverse split ratio range 1 new share for every 10 to 20 existing shares Range approved for a potential reverse stock split of ordinary shares

Capital authority duration 5 years Period during which the Board may increase capital and issue new shares or convertible bonds

Reverse split decision window 12 months Time from July 29, 2026 for the Board to decide on implementing the reverse split

Extraordinary Meeting date July 29, 2026 Date on which shareholders approved capital and reverse split authorizations

Reconvened meeting date September 10, 2026 First-call date to reconsider the proposed corporate name change

Key Terms

Extraordinary Shareholders’ Meeting, convertible bonds, reverse stock split, minimum bid price requirement, +1 more

5 terms

Extraordinary Shareholders’ Meeting regulatory

"On July 29, 2026, Genenta Science S.p.A. held an Extraordinary Shareholders’ Meeting"

An extraordinary shareholders’ meeting is a special gathering called outside the regular annual meeting to vote on urgent or significant company matters, such as large mergers, major asset sales, changes to control, or amendments to governing rules. Think of it as a town-hall called when something important arises that owners must approve; investors should pay attention because outcomes can change a company’s strategy, value, or their ownership stakes quickly.

convertible bonds financial

"issue convertible bonds within the same aggregate authorization amount"

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.

reverse stock split financial

"approved a reverse stock split of the Company’s ordinary shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

minimum bid price requirement market

"maintaining compliance with Nasdaq’s minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Articles 2443 and 2420-ter of the Italian Civil Code regulatory

"approved the proposal to grant the Board, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code"

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Available on EDGAR 07/31/2026 - 04:06 PM Accepted by SEC EDGAR 07/31/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What did Genenta Science (GNTA) shareholders decide about the corporate name change?

Shareholders did not vote on the proposed name change to Saentra Forge S.p.A.. At shareholders’ request, consideration was deferred to allow further branding evaluations and consultations, and will be revisited at a reconvened Extraordinary Shareholders’ Meeting on September 10, 2026, with a potential second call on September 11, 2026.

What capital raising authority did Genenta Science (GNTA) shareholders grant the Board?

Shareholders granted the Board five-year authority to increase share capital by up to €300,000,000, including any share premium. The mandate also permits issuing up to 120,000,000 new ordinary shares and issuing convertible bonds within the same aggregate amount for strategic transactions, capital raises, equity incentive plans and other corporate purposes.

What reverse stock split did Genenta Science (GNTA) shareholders authorize?

Shareholders approved a potential reverse stock split of ordinary shares at a ratio between 1-for-10 and 1-for-20. The Board has up to 12 months to decide whether to implement it, choose the exact ratio and effective date, and coordinate mechanics, aiming to support Nasdaq minimum bid price compliance.

When will Genenta Science (GNTA) reconsider the proposed name change?

The company plans to reconsider the name change at a reconvened Extraordinary Shareholders’ Meeting on September 10, 2026 at 5:00 p.m. CET. If needed, a second call is scheduled for September 11, 2026 at the same time, allowing more time for shareholder input and branding evaluations.

How long can Genenta Science (GNTA) use the new capital and reverse split authorizations?

The Board’s authority to increase share capital and issue new shares or convertible bonds lasts for five years. Separately, the Board has up to 12 months from the July 29, 2026 meeting to decide whether to implement the authorized reverse stock split and set its terms.

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

Other Events

Extraordinary Shareholders’ Meeting

On July 29, 2026, Genenta Science S.p.A. (the “Company”) held an Extraordinary Shareholders’ Meeting in virtual meeting format.

At the meeting, the proposal to amend Article 1 of the Company’s by-laws to change the Company’s corporate name from Genenta Science S.p.A. to Saentra Forge S.p.A. was not put to a vote. At the request of the Company’s shareholders, consideration of the proposal was deferred in order to allow for the completion of ongoing evaluations relating to the Company’s communication, branding, and corporate identity strategy and to provide additional time for shareholder consultations. The proposal will be considered at a reconvened Extraordinary Shareholders’ Meeting scheduled for September 10, 2026, at 5:00 p.m. CET, on first call, and, if necessary, September 11, 2026, at 5:00 p.m. CET, on second call.

The Company’s shareholders approved the remaining proposals on the agenda by a substantial majority, as detailed below.

Delegation to the Board to Increase Share Capital and Issue Convertible Bonds

The Company’s shareholders approved the proposal to grant the Board of Directors of the Company (the “Board”), pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, authority for a period of five years to:

	●	increase the Company’s share capital, in one or more tranches, by an aggregate amount of up to €300,000,000, including any share premium;
	●	issue up to 120,000,000 new ordinary shares of the Company (subject to adjustment in connection with any reverse stock split);
	●	issue convertible bonds within the same aggregate authorization amount.

The authorization provides the Board with flexibility to determine the terms, timing and structure of future issuances consistent with applicable law and the resolutions adopted by the Company’s shareholders, including in connection with strategic transactions, capital raises, equity incentive plans and other corporate purposes.

Reverse Stock Split Authorization

The Company’s shareholders also approved a reverse stock split of the Company’s ordinary shares at a ratio within a range of no. 1 new ordinary share for every no. 10 to no. 20 existing ordinary shares, together with the related amendments to Article 6 of the Company’s by-laws.

The Board has been authorized to determine, in accordance with the parameters set by the Shareholders’ Meeting resolution and within 12 months from the date of the Shareholders’ Meeting, whether to effectuate the reverse split, and if so, the specific ratio within the range approved, the effective date, and implementation of the reverse stock split, including coordinating with Euronext Securities Milan S.p.A., The Bank of New York, as depositary of the Company’s American Depositary Shares, and other applicable authorities. The reverse stock split is intended to assist the Company in maintaining compliance with Nasdaq’s minimum bid price requirement.

If the Board decides to proceed with the reverse split, the Company will announce the effective date of the reverse stock split once determined by the Board.

Forward-Looking Statements

This Report on Form 6-K (this “Report”) contains forward-looking statements that involve risks and uncertainties. These statements include, but are not limited to, statements regarding the reconvened Extraordinary Shareholders’ Meeting, the proposed corporate name change, the implementation and timing of the reverse stock split, future capital raising activities, business strategy, strategic initiatives, and future plans. Forward-looking statements are based on the Company’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks are described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 20-F and subsequent Reports on Form 6-K. 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 undertakes no obligation to update any forward-looking statements in this Report as a result of new information, future events or otherwise, except as required by applicable law.

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: July 31, 2026