Genenta (GNTA) to become Saentra Forge, acquiring Italian defense and security firms
Rhea-AI Filing Summary
Genenta Science S.p.A. is launching a major strategic shift from a pure biotech focus into becoming a next‑generation industrial consolidator in Italian national‑security regulated sectors, including defense, aerospace, cybersecurity, and biosecurity. The company plans to change its corporate name to Saentra Forge S.p.A. and adopt a new Nasdaq ticker symbol SAEN, subject to shareholder approval at a meeting scheduled for March 25‑26, 2026.
Execution has started with a binding agreement to fund defense‑sector company ATC via performance‑based, staged capital increases, with a goal of obtaining a controlling position. ATC projects 2026 revenue of approximately €4.0 million and 2027 revenue around €9.0 million and expects EBITDA above €2.0 million in 2026 with a planned doubling in 2027, while operating with net cash and no bank debt.
The Praexidia Foundation, a sovereign‑aligned private foundation, has become a long‑term shareholder via a donation of shares from the CEO and entered into a shareholders’ agreement featuring consultation rights and a renewable five‑year lock‑up. Genenta is seeking to advance its cell therapy platform through partnerships rather than internally funding all trials and expects preliminary, unaudited cash, cash equivalents, and marketable securities of approximately $33 million at December 31, 2025, up from $17.7 million at June 30, 2025, primarily due to a registered direct offering.
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Insights
Genenta pivots from biotech to a regulated defense-focused consolidation model while bolstering cash and strategic backing.
The company is redefining itself as Saentra Forge S.p.A., a buyer and integrator of privately held Italian firms in Golden Power–regulated sectors such as defense, aerospace, cybersecurity, and biotechnology. This is a fundamental shift from a traditional biotech development story toward a holding-company model targeting majority stakes in profitable businesses with up to approximately €5 million in EBITDA, acquired at private‑market valuations and then integrated under a single platform.
The first concrete step is a binding agreement with ATC, a tactical rifle and special‑forces weapons manufacturer. Genenta plans to fund a total of €5.1 million through performance‑driven capital increases, aiming for control once milestones are met. ATC’s projections—2026 revenue of about €4.0 million, rising to around €9.0 million in 2027, EBITDA above €2.0 million in 2026, and positive cash exceeding €5.0 million by 2027—frame the target profile the new platform seeks.
Governance and capital support evolve as well. The Praexidia Foundation has become a shareholder through a share donation from the CEO and entered into a shareholders’ agreement providing consultation rights on significant transactions and a renewable five‑year lock‑up, signaling long‑term alignment. On the financial side, Genenta expects preliminary cash, cash equivalents, and marketable securities of about $33 million at December 31, 2025, versus $17.7 million at June 30, 2025, mainly from a registered direct offering. The filing emphasizes that these cash figures are preliminary and unaudited, and that the broader strategy, including the transition to Saentra Forge and execution of acquisitions, remains exposed to regulatory, operational, and partnership‑related risks discussed in prior risk disclosures.
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 January 2026
Commission File Number: 001-41115
GENENTA SCIENCE S.P.A.
(Translation of Registrant’s Name into English)
Via Olgettina No. 58
20132 Milan, Italy
(Address of principal executive office)
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): ☐
Genenta Science S.p.A. Reports Expected Cash, Cash Equivalents, and Marketable Securities at December 31, 2025
On January 27, 2026, Genenta Science S.p.A. (the “Company”) issued a press release announcing, among other matters, its expected cash, cash equivalents, and marketable securities at December 31, 2025, to be approximately $33 million, compared to $17.7 million at June 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 6-K (this “Report”).
The Company’s cash, cash equivalents, and marketable securities expectations for the year ended December 31, 2025, are preliminary, unaudited, and subject to change based on the completion of ongoing internal control, review, and audit procedures. As a result, these amounts may differ materially from the amounts that will be reflected in the Company’s audited consolidated financial statements for the year ended December 31, 2025. Accordingly, shareholders should not place undue reliance on this preliminary estimate.
The information furnished in this Report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
SUBMITTED HEREWITH
Attached to this Report for the month of January 2026 is:
| Exhibit No. | Description | |
| 99.1 | Press release dated January 27, 2026, titled “Genenta Announces Strategic Transformation into a Biotech, Defense, Aerospace, and National Security Industrial Consolidator.” |
SIGNATURE
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, thereunto duly authorized.
| GENENTA SCIENCE S.P.A. | ||
| Date: January 27, 2026 | By: | /s/ Pierluigi Paracchi |
| Pierluigi Paracchi, Chief Executive Officer | ||
Exhibit 99.1
Genenta Announces Strategic Transformation into a Biotech, Defense, Aerospace, and
National Security Industrial Consolidator
● Building on Biotech Heritage, Expanding into Defense and National Security Through
Industrial Integrations of Privately Held Specialized Italian Companies
● ATC - a Defense-Sector Company: First Industrial Integration
● Praexidia Foundation Joins as a Long-Term Strategic Shareholder
● Corporate Name Change to Saentra Forge S.p.A.
● Biotech Clinical Updates and Partnering Strategy
● Cash, Cash Equivalents, and Marketable Securities of approx. $33 million
Milan, Italy and New York, USA – January 27th, 2026 – In response to evolving market dynamics and strategic opportunities, Genenta Science S.p.A (Nasdaq: GNTA) is embarking on a strategic transformation to evolve into a next-generation strategic industrial consolidator focused on acquiring privately held businesses operating in national-security regulated sectors contemplated by the Italian Golden Power1 legislation. The Company intends to target majority ownership in companies with established operating profitability, typically generating up to approximately €5 million in EBITDA2. In this context, Genenta plans to adopt the new corporate name of Saentra Forge S.p.A. with a new Nasdaq ticker symbol of SAEN3.
Saentra Forge intends to pursue a value-creation strategy by acquiring targets at private-market valuations and integrating these companies under Saentra Forge. Through this integration, the Company will seek to enhance these businesses through operational upgrades, institutional-grade governance, and improved financial visibility. Execution has commenced with ATC, a defense-sector company.
1 “Golden Power” is Italy’s investment screening framework — broadly comparable to CFIUS in the United States, the IEF regime in France, and the United Kingdom’s NSI Act — and covers strategic domains such as biotechnology, biosecurity, defense, cybersecurity, AI-driven intelligence, aerospace, quantum technologies, secure communications, and critical infrastructure.
2 See “Non-GAAP Information” below for a discussion of the measure EBITDA.
3 The new corporate name and the new Nasdaq ticker symbol will become effective upon approval by its shareholders at a Shareholders’ Meeting scheduled for March 25-26, 2026.
First Industrial Integration
ATC is a private company operating as a high-precision manufacturer of tactical rifles and special-forces weapon systems, and competition-grade sporting firearms. Genenta has entered into a binding agreement according to which it will provide funding for ATC through a series of reserved capital increases, via a performance-based and staged acquisition to support operations with the ultimate goal of owning a controlling position in ATC upon the achievement of defined performance milestones. The transaction has received the required clearance under the Golden Power regulatory framework. ATC holds UAMA4 and SeRNI5 export-control licenses, NATO6 qualifications, and authorization from the Italian Ministry of Defense, and its platforms are used by special-forces units and include combat-proven systems. Genenta expects to fund a total of EUR 5.1 million in several performance-driven tranches. ATC is projecting revenues of approximately €4.0 million in 2026, increasing to around €9.0 million by 2027. The company operates with a solid net cash position and no outstanding bank debt, reflecting a disciplined management structure. On the profitability side, ATC forecasts EBITDA of more than €2.0 million in 2026, with management expecting EBITDA to approximately double in 2027. See “Non-GAAP Information” below for a discussion of the measure EBITDA. In addition, ATC anticipates closing 2026 with a positive cash balance exceeding €2.0 million, and expects to further strengthen its liquidity position by ending 2027 with cash exceeding €5.0 million.
Praexidia Foundation7 Joins as Strategic Long-Term Shareholder of the Company
At the core of the Company’s strategic configuration is the Praexidia Foundation, which has become a shareholder8. The Praexidia Foundation is a private law foundation bringing together senior figures from Italian government institutions, the defense industry, and the armed forces, supporting long-term strategic alignment and stability.
The Company, the Foundation, and Pierluigi Paracchi, Founder and CEO, have entered into a shareholders’ agreement that provides for consultation rights on significant corporate transactions and a renewable five-year lock-up, thereby reinforcing long-term alignment, continuity, and effective control. The sovereign-aligned nature of the Praexidia Foundation further strengthens the Company’s governance framework, supporting regulatory coherence, strategic continuity, and efficient execution of acquisitions in sectors subject to the Golden Power regulations.
Biotech Clinical Updates and Partnering Strategy
The Company has reached key clinical milestones that it believes will now enable the advancement of its cell therapy platform through partnerships with leading pharmaceutical and biotech companies, with the potential to accelerate development, market access, and strategic value. DC Advisory has been engaged to serve as the Company’s exclusive financial advisor for partnership initiatives. Such initiatives are envisaged to prioritize leveraging the technology platform for broader applications and indications, particularly in solid tumors that are inherently difficult to target, while pursuing combination therapy approaches, or continuing development of Temferon as a glioblastoma multiforme (GBM) monotherapy. During this process, the Company will continue to advance its trial in GBM, pursue a capital-efficient approach to advancing additional opportunities through partnerships and does not plan to internally advance the GU study and other clinical trials at this time.
The Company expects its cash, cash equivalents, and marketable securities at December 31, 2025, to be approximately $33 million, compared to $17.7 million at June 30, 2025. The increase is primarily due to the Company’s registered direct offering with certain institutional investors as indicated in the Company’s Form 6-K filed with the Securities & Exchange Commission on October 28, 2025.
For more information, please see the Company’s Form 6-K filed with the Securities and Exchange Commission today.
4 UAMA is the Italian government authority responsible for authorizing and overseeing the export and transfer of defense-related materials under applicable Italian and international regulations.
5 SeRNI: SeRNI, the Italian National Register of Defense and National Security Companies, certifies authorized defense and national security operators.
6 North Atlantic Treaty Organization
7 www.fondazionepraexidia.org
8 Praexidia Foundation has become a shareholder of the Company through a donation of shares by Pierluigi Paracchi.
About: Genenta Science (Nasdaq: GNTA), which will be renamed as Saentra Forge (Nasdaq: SAEN, pending effectiveness), will be 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.
Preliminary and Unaudited Nature of Reported Results. The Company’s cash, cash equivalents, and marketable securities expectations for the year ended December 31, 2025, are preliminary, unaudited, and are subject to change based on the completion of ongoing internal control, review, and audit procedures. As a result, these amounts may differ materially from the amounts that will be reflected in the Company’s audited consolidated financial statements for the year ended December 31, 2025. Accordingly, you should not place undue reliance on this preliminary estimate.
Non-GAAP Information. This release includes EBITDA, which is a non-GAAP financial measure. EBITDA is defined as net loss adjusted to exclude interest income, income tax expense, and depreciation and amortization. This non-GAAP measure is not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles (GAAP) and may be different from non-GAAP measures used by other companies. In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles. Genenta believes that this non-GAAP financial measure, when considered together with its financial information prepared in accordance with GAAP, can enhance investors’ and analysts’ ability to meaningfully compare its results from period to period and to its forward-looking guidance, and to identify operating trends in its business. However, non-GAAP information is not superior to financial measures calculated in accordance with GAAP, is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. A reconciliation of EBITDA for 2026 and 2027 to a corresponding GAAP financial guidance measure is not available on a forward-looking basis because ATC does not provide guidance on GAAP net loss and is not able to present the various reconciling cash and non-cash items between GAAP net loss and adjusted EBITDA without unreasonable effort. In particular, stock-based compensation expense is impacted by ATC’s future hiring and retention needs, as well as the future fair market value of its equity, all of which is difficult to predict and is subject to change. The actual amount of these expenses during 2026 and 2027 will have a significant impact on ATC’s future GAAP financial results.
Forward-Looking Statements. Statements in this press release contain “forward-looking statements,” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Genenta’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict, including risks related to the transition to Saentra Forge, the expansion to a sovereign-aligned industrial consolidator, the legal proceedings with ENEA Tech, the funding provided by the recently acquired Mandatory Convertible Bond, the Phase 1/2a clinical trial for newly diagnosed GBM patients with uMGMT-GBM or any related studies, as well as Genenta’s ability to establish partnerships and fund its research and development plans. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in Genenta’s Annual Report on Form 20-F for the year ended December 31, 2024, and Genenta’s material disclosures on Form 6-K dated January 26, 2026, both filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of the date of this announcement, and Genenta undertakes no duty to update such information except as required under applicable law. This press release discusses product candidates that are under preclinical or clinical evaluation and that have not yet been approved for marketing by the U.S. Food and Drug Administration or any other regulatory authority. Until finalized in a clinical study report, clinical trial data presented herein remain subject to adjustment as a result of clinical site audits and other review processes. No representation is made as to the safety or effectiveness of these product candidates or the use for which such product candidates are being studied. Temferon™ is an investigational product candidate for which the effectiveness and safety have not been established. In addition, Temferon™ is not approved for use in any jurisdiction.
Genenta
Science Media
Tiziana Pollio, Mobile: +39 348 23 15 143
e-mail: tiziana.pollio@genenta.com
FAQ
What strategic change is Genenta Science (GNTA) making according to this 6-K?
Genenta Science is transforming into a next‑generation industrial consolidator focused on privately held companies in Italian national‑security regulated sectors, including biotech/biosecurity, defense, cybersecurity, and aerospace. It plans to integrate profitable targets under a single platform and move away from solely operating as a traditional biotech developer.
What corporate name and ticker change is planned for Genenta Science (GNTA)?
The company plans to change its corporate name to Saentra Forge S.p.A. and to adopt a new Nasdaq ticker symbol SAEN. These changes will become effective only upon approval by shareholders at a Shareholders’ Meeting scheduled for March 25‑26, 2026.
What is the ATC transaction described in Genenta’s 6-K filing?
ATC is a private defense‑sector company that manufactures tactical rifles, special‑forces weapon systems, and competition‑grade firearms. Genenta has entered into a binding agreement to provide a total of €5.1 million in funding through a series of performance‑based, reserved capital increases, with the goal of eventually holding a controlling position once agreed milestones are achieved. The deal has received the required Golden Power clearance.
Who is the Praexidia Foundation and what is its role with Genenta (GNTA)?
The Praexidia Foundation is a private law foundation that brings together senior figures from Italian government institutions, the defense industry, and the armed forces. It has become a shareholder in the company through a donation of shares by the CEO and has entered into a shareholders’ agreement that grants consultation rights on significant corporate transactions and includes a renewable five‑year lock‑up, supporting long‑term strategic alignment and governance continuity.
What cash position does Genenta (GNTA) expect at December 31, 2025?
The company expects its cash, cash equivalents, and marketable securities at December 31, 2025 to be approximately $33 million, compared with $17.7 million at June 30, 2025. The increase is primarily attributed to a registered direct offering with certain institutional investors. These figures are preliminary, unaudited, and subject to change upon completion of internal review and audit procedures.
How does Genenta plan to advance its biotech programs after this strategic shift?
The company has reached clinical milestones with its cell therapy platform and intends to advance it mainly through partnerships with pharmaceutical and biotech companies. DC Advisory has been engaged as exclusive financial advisor for these partnership initiatives. Genenta plans a capital‑efficient approach, continuing its current trial while not internally advancing the GU study and other clinical trials at this time.
What financial targets are disclosed for ATC in the Genenta 6-K?
ATC is projecting revenues of approximately €4.0 million in 2026 and around €9.0 million in 2027. It forecasts EBITDA of more than €2.0 million in 2026, with management expecting EBITDA to approximately double in 2027. ATC also anticipates ending 2026 with a positive cash balance exceeding €2.0 million and 2027 with cash exceeding €5.0 million, while operating with a solid net cash position and no outstanding bank debt.