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 is incorporated by reference into the registrant’s registration statement on Form S-8 (File No. 333-278392).
Other
Events
Genenta
Science S.p.A. (“Genenta” or the “Company”) announces that the Court of Milan has issued an interim order in
a precautionary proceeding initiated by certain minority shareholders seeking suspension of two shareholder resolutions: (i) the resolution
adopted on May 2, 2024 introducing a multiple voting rights mechanism, and (ii) the resolution adopted on October 29, 2025 amending the
Company’s corporate purpose.
The
Court denied the request to suspend the May 2, 2024 resolution concerning the multiple voting rights mechanism. In its order, the
Court determined that the objections raised by the claimants with respect to the multiple voting rights mechanism did not justify
the suspension requested. The Court noted, among other things, that the mechanism was introduced with the objective of
promoting long-term shareholding stability and supporting medium- to long-term corporate strategies.
As
a result, the multiple voting rights mechanism remains in effect, and the Court did not suspend voting rights exercised
pursuant to that mechanism. The order does not contain any findings of unlawful conduct by the Company, its directors,
or its shareholders in connection with the adoption or implementation of the multiple voting rights mechanism.
The
Court granted the precautionary request with respect to the October 29, 2025 resolution amending the Company’s corporate purpose
and ordered suspension of that resolution pending further proceedings. The Court’s concerns relate to the breadth and formulation
of the corporate purpose provision, which references all sectors covered by the Italian “Golden Power” regime as amended
from time to time. The Court determined, on an interim basis, that the provision may be overly broad, heterogeneous,
and dynamically linked to future legislative changes.
The
operative provision of the order suspends the efficacy of the October 29, 2025 resolution pending further proceedings but
does not invalidate, unwind, or suspend transactions previously approved or entered into by the Company while that resolution
was in effect, including transactions involving ATC and Sophia High Tech.
The
Company has challenged the order by filing a precautionary appeal before the competent panel of the Court of Milan
on Monday, June 22, 2026. Through the appeal, the Company seeks reversal of the portion of the order suspending the October 29,
2025 resolution. The hearing before the Court of Milan to discuss the appeal has been scheduled for July 9, 2026.
If
the appeal is successful, the amendment to the corporate purpose will remain effective. If the appeal is unsuccessful, the Company may
convene a shareholders’ meeting to consider approval of a revised formulation of the corporate purpose that more specifically identifies
the sectors in which the Company intends to operate.
Forward-Looking
Statements
This
Report on Form 6-K contains forward-looking statements within the meaning of applicable securities laws, including statements
regarding the Company’s anticipated appeal, the outcome of legal proceedings, the continued effectiveness of the
Company’s corporate purpose amendment, the potential convening of a shareholders’ meeting, and the Company’s
strategic plans and future operations. These forward-looking statements are based on 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. The Company undertakes no obligation to update any forward-looking statements 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.
| |
GENENTA
SCIENCE S.P.A. |
| |
|
|
| |
By: |
/s/
Pierluigi Paracchi |
| |
Name:
|
Pierluigi
Paracchi |
| |
Title: |
Chief
Executive Officer |
Dated:
June 26, 2026
