Nasdaq warns Genenta Science (GNTA) on sub-$1 bid price and listing risk

Rhea-AI Filing Summary

Genenta Science S.p.A. has received a Nasdaq notice that its American Depositary Shares no longer meet the exchange’s minimum bid price requirement of $1 per share under Nasdaq Listing Rule 5550(a)(2). The closing bid stayed below this level from February 26 to April 9, 2026.

The company retains its listing for now and has 180 days, until October 7, 2026, to regain compliance. If it qualifies under other Nasdaq Capital Market standards, it may receive an additional 180-day period, potentially using a reverse stock split. Management is evaluating options but cannot assure successful or timely compliance.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and listing risk: Genenta’s shares failed to meet Nasdaq’s $1 minimum bid price requirement, starting a 180-day cure period and creating a tangible risk to its continued Nasdaq listing if compliance is not restored.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency raises listing risk for Genenta.

Genenta Science has fallen below Nasdaq’s $1 minimum bid price requirement, triggering a formal deficiency notice. The shares remain listed, but the exchange has started a 180-day cure period ending on October 7, 2026.

The company can regain compliance if its closing bid price reaches at least $1 for the period required by Nasdaq rules. If it meets other Nasdaq Capital Market criteria, it may obtain an additional 180-day window and could implement a reverse stock split to raise the per-share price.

This situation introduces clear listing risk. Loss of Nasdaq listing would typically reduce liquidity and visibility. The company states it is evaluating options and intends to regain compliance, but explicitly notes there is no assurance it will satisfy bid-price or other continued listing requirements.

Key Figures

Nasdaq minimum bid price: $1 per share Initial compliance period: 180 calendar days Compliance deadline: October 7, 2026 +1 more

4 metrics

Nasdaq minimum bid price $1 per share Requirement under Nasdaq Listing Rule 5550(a)(2)

Initial compliance period 180 calendar days Cure window ending October 7, 2026

Compliance deadline October 7, 2026 End of initial Nasdaq cure period

Deficiency assessment window Feb 26–Apr 9, 2026 Period when closing bid price was below $1

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price, Nasdaq Capital Market, reverse stock split, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rule 5550(a)(2)"

minimum bid price financial

"to maintain a minimum bid price of $1 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

Nasdaq Capital Market regulatory

"all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse stock split financial

"by effecting a reverse stock split, if necessary"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Nasdaq Listing Rule 5810(b) regulatory

"filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) that the Company publicly disclose the deficiency"

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 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): ☐

This report on Form 6-K is incorporated by reference into the registrant’s registration statement on Form F-3 (File No. 333-271901).

Other Events

Nasdaq Deficiency Letter

On April 10, 2026, Genenta Science S.p.A. (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company’s listed securities for the period from February 26, 2026 to April 9, 2026, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rule 5550(a)(2), to maintain a minimum bid price of $1 per share.

The notification has no immediate effect on the listing of the Company’s American Depository Shares. Nasdaq has provided the Company with a 180 calendar days compliance period, or until October 7, 2026, in which to regain compliance with the Nasdaq continued listing requirement. If the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

The Company is currently evaluating options to regain compliance and intends to regain compliance with Nasdaq’s continued listing requirements in a timely manner. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements.

This Form 6-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) that the Company publicly disclose the deficiency within four (4) business days after the date of the deficiency letter.

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, thereunto duly authorized.

	GENENTA SCIENCE S.P.A.
Date: April 14, 2026	By:	/s/ Pierluigi Paracchi
		Pierluigi Paracchi, Chief Executive Officer

FAQ

What Nasdaq issue did Genenta Science (GNTA) disclose in this 6-K?

Genenta Science disclosed that Nasdaq notified the company its shares no longer meet the $1 minimum bid price requirement under Listing Rule 5550(a)(2). The notice starts a formal compliance period but does not immediately affect the company’s Nasdaq listing status.

Does the Nasdaq deficiency letter immediately affect Genenta Science (GNTA) listing?

The deficiency letter has no immediate effect on Genenta Science’s Nasdaq listing. Its American Depositary Shares continue trading while the company works through a 180-day compliance period to restore the minimum bid price required by Nasdaq Listing Rule 5550(a)(2).

How long does Genenta Science (GNTA) have to regain Nasdaq bid-price compliance?

Genenta Science has an initial 180 calendar days, until October 7, 2026, to regain compliance with Nasdaq’s $1 per share minimum bid price rule. Under certain conditions, Nasdaq may grant an additional 180-day compliance period to resolve the deficiency.

What options might Genenta Science (GNTA) use to fix the Nasdaq bid-price deficiency?

The company states it is currently evaluating options to regain compliance and notes it could use a reverse stock split during a possible second 180-day period. These actions are aimed at lifting the share price back above Nasdaq’s required threshold.

Could Genenta Science (GNTA) lose its Nasdaq listing because of this notice?

If Genenta Science fails to regain compliance within the allowed periods, it faces a risk of Nasdaq delisting. The company says it intends to restore compliance but cautions there is no assurance it will meet Nasdaq’s bid-price or other continued listing requirements.