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): ☐
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
Nasdaq
Minimum Bid Price Deficiency
On
October 16, 2026, Genenta Science S.p.A. (the “Company”) received a notification letter from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2). The notification was issued because the closing bid price of the Company’s American
Depositary Shares (“ADSs”) was below $1.00 per ADS for 30 consecutive business days, from September 3, 2026 through October
15, 2026. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted an initial compliance period of 180 calendar days,
until April 14, 2027, to regain compliance with the minimum bid price requirement. The notification has no immediate effect on the listing
or trading of the Company’s ADSs on the Nasdaq Capital Market.
As
previously disclosed in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on July 31, 2026,
at the Company’s Extraordinary Shareholders’ Meeting held on July 29, 2026, the Company’s shareholders approved a reverse
stock split of the Company’s ordinary shares at a ratio within a range of one new ordinary share for every ten to twenty existing
ordinary shares, and authorized the Board of Directors of the Company to determine, within 12 months from the date of the meeting, whether
to implement the reverse stock split and, if so, the specific ratio and effective date. The Company intends to continue monitoring the
closing bid price of its ADSs and evaluate available options to regain compliance in a timely manner, which may include implementing
the reverse stock split, if necessary. Although the Company will use all reasonable efforts, there can be no assurance that it will regain
compliance within the applicable compliance period or otherwise remain in compliance with other Nasdaq continued listing requirements.
On
October 21, 2026, the Company issued a press release announcing receipt of the Nasdaq notification. A copy of the press release is furnished
as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
Exhibit
Index
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated October 21, 2026, regarding Nasdaq minimum bid price deficiency notification. |
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:
October 21, 2026
Exhibit
99.1
Genenta
Science Announces Receipt of Nasdaq Minimum Bid Price Deficiency Notification
MILAN,
Italy — October 21, 2026 — Genenta Science S.p.A. (Nasdaq: GNTA) (the “Company”) today announced that on October
16, 2026, it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule
5550(a)(2).
The
notification was issued because the closing bid price of the Company’s American Depositary Shares (“ADSs”) was below
$1.00 per ADS for 30 consecutive business days, from September 3, 2026 through October 15, 2026. The notification does not result in
the immediate delisting of the Company’s ADSs, which will continue to trade on the Nasdaq Capital Market under the symbol “GNTA,”
subject to the Company’s continued compliance with other applicable listing requirements.
Under
Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, until April 14, 2027, to regain
compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s ADSs must be at
least $1.00 per ADS for a minimum of 10 consecutive business days during the compliance period, unless Nasdaq exercises its discretion
to extend this period.
If
the Company does not regain compliance by April 14, 2027, it may be eligible for an additional 180-calendar-day compliance period, provided
that it satisfies the applicable market value of publicly held shares requirement and all other initial listing standards for the Nasdaq
Capital Market, except the minimum bid price requirement, and provides written notice of its intention to cure the deficiency, including
by effecting a reverse stock split, if necessary.
As
previously disclosed, the Company’s shareholders have already approved a reverse stock split within a range of 1-for-10 to 1-for-20,
which the Board of Directors is authorized to implement, if deemed appropriate.
The
Company intends to monitor the closing bid price of its ADSs and evaluate available options to regain compliance with Nasdaq’s
minimum bid price requirement. Although the Company will use all reasonable efforts, there can be no assurance that it will regain compliance
within the initial compliance period, qualify for any additional compliance period, or otherwise remain in compliance with other Nasdaq
continued listing requirements.
About
Genenta Science
Genenta
Science (Nasdaq: GNTA) is evolving into a next-generation strategic consolidator focused on privately held specialized companies operating
in Italian national security-regulated sectors, with activities spanning cybersecurity, defense, aerospace, and biotechnology/biosecurity.
Genenta holds a 19% equity interest in Sòphia High Tech and has an option to increase its ownership to 51% at a pre-agreed valuation.
Forward-Looking
Statements
This
press release contains forward-looking statements, including statements regarding the Company’s intentions and ability to regain
compliance with Nasdaq’s minimum bid price requirement and maintain its Nasdaq listing. These statements are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied, including fluctuations in the market
price of the Company’s ADSs and the Company’s ability to satisfy Nasdaq’s continued listing requirements. Additional
risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes
no obligation to update these statements except as required by applicable law.
Investor
Relations
Genenta
Science S.p.A.
Tiziana
Pollio, Mobile: +39 348 23 15 143
email:
tiziana.pollio@genenta.com
