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 September 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
Business
Transformation
Genenta
Science S.p.A. (“Genenta” or the “Company,” Nasdaq: GNTA) is continuing its transformation from a biotechnology
company into a long-term strategic industrial consolidator. The Company has broadened its mission to become a strategic consolidator
focused on acquiring majority or full ownership of privately held, established companies operating in Italian national-security-regulated
sectors. Its activities and acquisition strategy span aerospace, defense, national security (including cybersecurity), and biotechnology/biosecurity.
The Company seeks to acquire and retain profitable businesses operating in sectors covered by Italy’s Golden Power legislation
and integrate them into a transparent, Nasdaq-listed platform.
Strategic
Focus
The
Company is organized around four synergistic pillars: Aerospace, Defense, National Security, and Biotechnology/Biosecurity. The National
Security pillar includes areas such as cybersecurity, AI-driven intelligence, quantum technologies, secure communications and critical
infrastructure. The Company generally targets majority ownership in privately held Italian founder- or family-owned businesses with established
operating profitability and long-term growth potential.
Current
Portfolio
The Company’s current portfolio
reflects its increasing focus on aerospace and defense. In May 2026, Genenta completed the acquisition of 100% equity ownership in
A.T.C. S.r.l., an Italian company that designs, engineers and manufactures high-precision tactical rifles, chassis systems, optics
mounts, bipods, and related accessories. Genenta also holds a 19.9% equity ownership interest in Sòphia High Tech S.r.l.
(“Sòphia HT”), an Italian aerospace and defense engineering and manufacturing company that builds critical mechanical
components for space and defense systems. As previously disclosed in the Company’s Report on Form 6-K furnished to the U.S.
Securities and Exchange Commission (the “SEC”) on April 23, 2026, the investment structure contemplates a performance-driven
second tranche to increase Genenta’s equity ownership in Sòphia HT to an aggregate of 51%. Genenta
continues to retain its proprietary cell-therapy platform. The Company has shifted its biotechnology strategy to a partnership-driven
model and does not currently plan to incur material additional clinical-development costs unless such development is supported by a strategic
partner or dedicated external financing.
Industry
Classification and Taxonomy
Consistent
with the Company’s evolving business profile, the Company is pursuing updates to its industry classifications and taxonomy profiles.
Based on FactSet’s standard industry criteria and the RBICS taxonomy framework, the Company currently proposes that its profile
reflect an aerospace-and-defense-led industrial business, subject to the applicable classification providers’ review and determination.
The proposed classifications are as follows:
| Framework |
|
Proposed
Classification |
| FactSet
Industry Classification |
|
4420
- Aerospace & Defense |
| RBICS
Taxonomy |
|
Industrial
Systems -> Aerospace and Defense Manufacturing |
| ICB
(FTSE Russell) Alignment |
|
50201010
- Aerospace / Defense |
| NAICS
Alignment |
|
336411
- Aircraft Manufacturing |
The
foregoing proposed classifications reflect the Company’s current business direction and portfolio and may be revised as the Company
completes additional acquisitions, its revenue mix evolves, or the relevant classification providers apply their respective methodologies.
Forward-Looking
Statements
This Report on Form 6-K (this “Report”)
contains forward-looking statements that involve risks and uncertainties. These statements include, but are not limited to, statements
regarding the Company’s business strategy and transformation, future acquisitions, the contemplated increase in the Company’s
equity ownership in Sòphia HT, the development of the Company’s biotechnology platform, and proposed industry
classifications. 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 are
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 are based on the Company’s current
expectations and assumptions and 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.
| |
GENENTA
SCIENCE S.P.A. |
| |
|
|
| |
By: |
/s/
Pierluigi Paracchi |
| |
Name:
|
Pierluigi
Paracchi |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
September 1, 2026 |
|
|
