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
June
2026 Annual Shareholders’ Meeting
On
June 29, 2026, Genenta Science S.p.A. (the “Company”) held its Annual Ordinary Shareholders’ Meeting (the “Shareholders’
Meeting”) in virtual meeting format. At the Shareholders’ Meeting, the Company’s shareholders approved the following:
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The
statutory financial statements for the year ended December 31, 2025, audited by Revicom S.r.l. |
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The
appointment of five (5) directors to the Company’s Board of Directors (the “Board”), according to the
Company’s bylaws, with four (4) directors appointed from the prevailing List 1, and one (1) director (Dr. Palmisano) appointed
from List 2, effective as of June 29, 2026: |
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Pierluigi
Paracchi. Mr. Paracchi is the Company’s Co-founder, Chief Executive Officer, and General Manager, and has been such since the
Company’s inception. He was re-appointed Chairman of the Board at the Shareholders’ Meeting. Mr. Paracchi is also the
Chairman of Praexidia Foundation and Praexidia Industrie Strategiche, Moderator of the National Working Table for the Internationalization
of Biotechnology Sector, promoted by the Foreign Ministry. He is a Board Member of ATC, and a Member of the Board of Guarantors of
the Italian Academy at Columbia University, NY. Previously, as a venture capitalist, he was Founder & CEO of Quantica SGR, Co-Founder
of Axòn Capital, and Venture Consultant at Sofinnova Partners, achieving over $400 million in exits and raising more than
$200 million in venture funding. |
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Francesco
Dagnino is Managing Partner at LEXIA, an independent Italian law firm with offices in Milan, Rome, and Palermo, where he specializes
in M&A, private equity, venture capital, and capital markets. He holds a Ph.D. in Company and Financial Market Law from the University of Bologna, an LLM in Corporation Law from New York University
School of Law as a Fulbright Scholar, and a degree in law (cum laude) from the University of Palermo. |
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Miguel
Maria Mutti is a senior executive with over 25 years of international experience in the pharmaceutical and investment banking sectors.
He has a proven track record in corporate and business development, M&A, licensing, and general management, having led major
growth, restructuring, and integration projects across Europe, Latin America, and Asia. Currently, he serves as Managing Partner
at Sinergetica Healthcare, a strategic consulting and investment firm focused on pharma, biotech, and medtech. Before that, he held
senior leadership roles at Lupin Limited, Grünenthal GmbH, Chemo Group, and Citigroup. Mr. Mutti combines strategic vision,
financial expertise, and hands-on operational leadership, supported by an MBA from ISTUD and executive training at INSEAD. He is
fluent in Italian, Spanish, and English. |
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Armon
R. Sharei, Ph.D., is the founder and CEO of Portal Bio and formerly the CEO and founder of SQZ Biotechnologies (NYSE: SQZ), where
he led the company from invention to post-IPO with over $300 million in equity financing, a $1 billion collaboration with Roche,
and three clinical trials. He graduated from Stanford University and received his Ph.D. at Massachusetts Institute of Technology
and his Post-Doctoral at Harvard Medical School. |
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Riccardo
Palmisano, M.D., holds a degree in Medicine from the University of Parma, and is a manager with over 35 years of experience in the
pharmaceutical and biotech sectors, with strong training in marketing, management, finance, and organization (SDA Bocconi). He is
the former CEO of MolMed (now AGC Biologics, 2015-2020) and former VP/General Manager Italy of Genzyme, with senior roles at GSK,
Shire, Menarini, and Farmitalia Carlo Erba. He was President of Assobiotec (2016-2022). Currently, he is a Senior Advisor to private
equity funds Triton and Quadrivio, Chairman of Biotec Italia, and an advisor in the healthcare and the life science space. |
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The
term of office of the newly appointed directors is three years, and the aggregate annual directors’ compensation is €165,000,
to be allocated among the directors by the Board; the Board has the power to determine any additional compensation for directors
holding special offices pursuant to Article 2389, paragraph 3, of the Italian Civil Code. |
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The
authorization for the purchase and disposal of treasury shares (azioni proprie) pursuant to Articles 2357 and 2357-ter of
the Italian Civil Code, for a period of eighteen months, up to a maximum of 30% of the share capital and in accordance with the terms
and conditions provided in the illustrative report of the Board. |
The
Extraordinary Shareholders’ Meeting, which was scheduled to follow the Ordinary Shareholders’ Meeting with an agenda including
the proposed change of the Company’s corporate name from Genenta Science S.p.A. to Saentra Forge S.p.A., delegation to the Board
of Directors to increase the share capital pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, and a share reverse split,
was adjourned to July 29, 2026 at 5:00 p.m. CET in first call and July 30, 2026 at 5:00 p.m. CET in second call (exclusively by teleconference),
to allow additional time for further constructive engagement among shareholders regarding the Company’s strategic transition and
the related matters on the agenda of the Extraordinary Shareholders’ Meeting. The record date continues to remain the same for
determining the shareholders eligible to vote at the adjourned Extraordinary Shareholders’ Meeting.
Closing
of Transaction with Sòphia High Tech
As
previously disclosed in the Company’s Reports on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”)
on March 27, 2026 and April 23, 2026, Genenta Science S.p.A. (the “Company”) entered into a Share Purchase and Investment
Agreement (the “Agreement”) on April 22, 2026, with Caraviello S.r.l., Sansone S.r.l., ACS Aircraft Solutions S.r.l., and
Domenico Borrelli, to acquire a majority equity ownership in Sòphia High Tech S.r.l. (“Sòphia HT”). As previously
disclosed, the completion of the transaction contemplated by the Agreement was subject to the satisfaction of certain closing conditions,
including authorization by the Presidency of the Council of Ministers of the Republic of Italy pursuant to the Italian “Golden
Power” legislation.
The
Company announced that the required authorization under the Italian Golden Power legislation has been obtained and that, following the
satisfaction of all applicable closing conditions, the transaction has been completed through the execution of the closing documentation
before an Italian notary.
The
terms of the transaction are substantially as described in the Company’s Report on Form 6-K furnished to the SEC on April 23, 2026.
Forward-Looking
Statements
This
Report on Form 6-K (this “Report”) contains forward-looking statements that involve risks and uncertainties. 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.
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.
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GENENTA
SCIENCE S.P.A. |
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By: |
/s/
Pierluigi Paracchi |
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Name:
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Pierluigi
Paracchi |
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Title: |
Chief
Executive Officer |
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| Dated:
July 1, 2026 |
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