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 October 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): ☐
Other
Events
Court
of Milan Denies Application for Interim Suspension of ATC Capital Increase
By order dated October 2, 2026, and notified to
Genenta Science S.p.A. (the “Company”) on October 5, 2026, the Court of Milan (the “Court”) denied
in full the application for interim relief brought by certain minority shareholders of the Company challenging the capital increase
approved by the Company’s Board of Directors on May 18, 2026, in connection with the Company’s acquisition
of A.T.C. S.r.l. (“ATC”). As a result, the capital increase, including the issuance of shares in connection with the ATC
acquisition, has not been suspended and remains effective pending proceedings on the merits, and subject to any
appeal relating to the Court’s order.
The ATC acquisition and related capital increase
were previously disclosed in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission
(“SEC”) on May 29, 2026. At this preliminary stage, the Court concluded that the plaintiffs did not establish
unequivocal elements of unlawfulness in the conduct of the Company’s Board of Directors sufficient to warrant the
requested interim suspension of the capital increase, or the subsequent resolution adopted at the shareholders’ meeting held
on June 29, 2026 appointing the Company’s Board of Directors.
The Court’s order relates solely
to the interim relief sought by the plaintiffs. The underlying civil action on the merits remains pending, and the order does
not constitute a final determination regarding the validity of the challenged resolution or the plaintiffs’ underlying
claims.
The Company intends to continue to defend the proceedings
and believes that its actions were taken in the best interests of the Company and its shareholders.
Forward-Looking
Statements
This
Report on Form 6-K (this “Report”) contains forward-looking statements within the meaning of applicable securities
laws, including statements regarding the outcome of legal proceedings described in this Report and any related proceedings, and the Company’s
strategic plans and future operations. 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 include, among others, the outcome of the pending proceedings and other risks described in the Company’s filings
with the SEC, 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 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.
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GENENTA SCIENCE S.P.A. |
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|
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By: |
/s/
Pierluigi Paracchi |
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Name: |
Pierluigi Paracchi |
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Title: |
Chief Executive Officer |
Dated:
October 7, 2026
