Genenta Science (GNTA) holders form 23% stake group to challenge governance

Rhea-AI Filing Summary

Genenta Science S.p.A. shareholders have filed a joint Schedule 13D reporting a coordinated stake in the company. Eleven investors, including individuals and Italian investment companies, report beneficial ownership of 5,433,910 Ordinary Shares and ADS, representing about 23.0% of shares and 31.5% of total voting power as of March 19, 2026.

The group was formed under a Shareholders' and Joint Filing Agreement dated May 4, 2026, with a five‑year term. They state their goal is to promote stability in Genenta’s biotech-focused strategic direction and to oppose recent amendments expanding the corporate purpose to broadly reference Italian “Golden Power” sectors. Certain members have already brought court proceedings in Milan challenging these corporate changes.

The shareholders plan to coordinate voting at shareholders’ meetings, including presenting a joint slate for the board of directors and statutory auditors, and indicate they are not seeking to acquire additional shares in connection with these objectives. They report having invested approximately $18.6 million (about €15.9 million) in Genenta over time using personal or working capital.

Insights

Governance and activist-investor analyst

Coordinated investor group discloses a blocking stake and challenges governance changes.

Eleven related shareholders in Genenta Science S.p.A. jointly report owning 5,433,910 Ordinary Shares and ADS, about 23.0% of outstanding shares and 31.5% of voting power based on 90,661,553 votes as of March 19, 2026. This gives them substantial influence on shareholder decisions.

Their stated purpose is to keep Genenta focused on its biotech mandate and to oppose recent amendments that broadly extend the corporate purpose to Italian “Golden Power” sectors. A subset has already filed proceedings in the Court of Milan to challenge shareholder resolutions adopted on May 2, 2024 and October 29, 2025.

The five‑year Shareholders' and Joint Filing Agreement, dated May 4, 2026, commits these holders to consult on all shareholder meetings and present a joint slate for board and statutory auditor elections. Future company disclosures and court outcomes will clarify how this sizable, organized block shapes Genenta’s governance and strategic flexibility.

Key Figures

Group beneficial ownership: 5,433,910 shares/ADS Ownership percentage: 23.0% of shares Voting power: 31.5% of votes +5 more

8 metrics

Group beneficial ownership 5,433,910 shares/ADS Aggregate stake reported in Schedule 13D

Ownership percentage 23.0% of shares Based on 23,591,020 shares outstanding as of March 19, 2026

Voting power 31.5% of votes Based on 90,661,553 outstanding votes as of March 19, 2026

Total shares outstanding 23,591,020 shares Issuer shares outstanding as of March 19, 2026

Investment amount $18.6 million Approximate aggregate funds used by reporting persons to acquire holdings

ADS in voting base 2,317,983 ADS ADS entitled to 2,317,983 votes within group’s shared voting power

Ordinary shares in voting base 3,115,927 Ordinary Shares Ordinary shares entitled to 26,184,125 votes in shared voting power

Agreement duration 5 years Term of Shareholders' and Joint Filing Agreement dated May 4, 2026

Key Terms

Schedule 13D, beneficially own, American Depository Shares, Golden Power, +2 more

6 terms

Schedule 13D regulatory

"The Reporting Persons agree to file a joint Schedule13D (Article 5)"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"The Reporting Persons may be deemed to beneficially own an aggregate of 5,433,910 Ordinary Shares and ADS"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

American Depository Shares financial

"aggregate number of Ordinary Shares and American Depository Shares ("ADS") and the percentage"

American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

Golden Power regulatory

"all sectors covered by the Italian legislation governing the exercise of special powers (so-called "Golden Power")"

A government’s special authority to review, approve, or block investments and takeovers of businesses that touch critical infrastructure, sensitive technology, or national security services. Think of it like a safety switch or referee that can stop or change a deal to protect public interests; for investors it means some transactions may be delayed, modified, or prevented, creating regulatory risk that can affect deal outcomes, valuations, and share prices.

Shareholders' and Joint Filing Agreement regulatory

"The Reporting Persons entered into a Shareholders' and Joint Filing Agreement dated May 4, 2026"

extraordinary shareholders' meeting regulatory

"as a result of the resolution adopted by the Issuer's extraordinary shareholders' meeting on the aforementioned date"

A meeting convened outside the regular annual shareholders’ meeting to vote on specific, often urgent corporate actions such as mergers, major asset sales, changes to governance rules, or leadership appointments. Investors should care because decisions made at these meetings can alter a company’s strategy, ownership structure, or future profits — much like an emergency town hall where neighbors vote on a major change to the neighborhood that affects everyone’s property value.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Genenta Science S.p.A.

(Name of Issuer)

Ordinary Shares and American Depository Shares

(Title of Class of Securities)

36870W100

(CUSIP Number)

Deanna Whitestone
1900 Avenue of the Stars, 19th Floor
Los Angeles, CA, 90067
310-440-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Marco Nuzzo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,079.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 17,079.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Marco Nuzzo ("Nuzzo") owns 17,079 Ordinary Shares, entitling him to 17,079 votes, of which he has sole voting and dispositive power. Together with the other Reporting Persons, Nuzzo has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Luigi Naldini

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,783,667.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 1,386,145.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Luigi Naldini ("Naldini") owns 1,386,145 Ordinary Shares, entitling him to 12,783,667 votes, over which he has sole voting and dispositive power. Together with the other Reporting Persons, Naldini has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Bernhard Gentner

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,390,255.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 692,871.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Bernhard Gentner ("Gentner") owns 692,871 Ordinary Shares, entitling him to 6,390,255 votes, over which he has sole voting and dispositive power. Together with the other Reporting Persons, Gentner has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Globe 2017 S.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,744,888.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 413,629.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Globe 2017 S.r.l. ("Globe 2017") owns 413,629 Ordinary Shares, entitling it to 2,744,888 votes, over which it has sole voting and dispositive power. Together with the other Reporting Persons, Globe 2017 has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Ferragamo Finanziaria S.p.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,303,924.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 320,467.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Ferragamo Finanziaria S.p.A. ("Ferragamo Finanziaria") owns 320,467 Ordinary Shares, entitling it to 2,303,924 votes, over which it has sole voting and dispositive power. Together with the other Reporting Persons, Ferragamo Finanziaria has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Gaudenzio Roveda

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,634,312.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 975,736.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Gaudenzio Roveda ("Roveda") owns 690,000 American Depository Shares, entitling him to 690,000 votes, and 285,736 Ordinary Shares, entitling him to 1,944,312 votes, over which he has sole voting and dispositive power. Together with the other Reporting Persons, Roveda has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Fidim S.p.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 899,711.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 899,711.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Fidim S.p.A. ("Fidim") owns 899,711 American Depository Shares, entitling it to 899,711 votes, over which it has sole voting and dispositive power. Together with the other Reporting Persons, Fidim has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Fin Posillipo S.p.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 440,000.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 440,000.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Fin Posillipo S.p.A. ("Posillipo") owns 440,000 American Depository Shares, entitling it to 440,000 votes, over which it has sole voting and dispositive power. Together with the other Reporting Persons, Posillipo has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

BF & F S.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 219,957.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 219,957.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

BF & F S.r.l. ("BF & F") owns 219,957 American Depository Shares, entitling it to 219,957 votes, over which it has sole voting and dispositive power. Together with the other Reporting Persons, BF & F has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Vyoda S.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,158.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 34,158.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Vyoda S.r.l. ("Vyoda") owns 34,158 American Depository Shares, entitling it to 34,158 votes, over which it has sole voting and dispositive power. Together with the other Reporting Persons, Vyoda has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

CUSIP Number(s): 36870W100

1

Name of reporting person

Vittorio Avogadro di Collobiano

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,157.00
8	Shared Voting Power 28,502,108.00
9	Sole Dispositive Power 34,157.00
10	Shared Dispositive Power 5,433,910.00

11

Aggregate amount beneficially owned by each reporting person

5,433,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Vittorio Avogadro di Collobiano ("Collobiano") owns 34,157 American Depository Shares, entitling him to 34,157 votes, over which he has sole voting and dispositive power. Together with the other Reporting Persons, Collobiano has shared voting power equal to 28,502,108 votes based on a total of 2,317,983 American Depository Shares that are entitled to 2,317,983 votes and 3,115,927 Ordinary Shares that are entitled to 26,184,125 votes. The voting power of the shares totals 31.5% based on 90,661,553 outstanding votes as of March 19, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares and American Depository Shares
(b)	Name of Issuer: Genenta Science S.p.A.
(c)	Address of Issuer's Principal Executive Offices: Via dell'Annunciata 31, Milan, ITALY , 20121.
Item 2.	Identity and Background
(a)	This Statement is being jointly filed by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (i) Marco Nuzzo ("Lead Filer"), a citizen of Italy, (ii) Luigi Naldini, a citizen of Italy, (iii) Bernhard Gentner, a citizen of Germany, (iv) Globe 2017 S.r.l., a company registered in Italy (v) Ferragamo Finanziaria S.p.A., a company registered in Italy, (vi) Gaudenzio Roveda, a citizen of Italy, (vii) Fidim S.p.A, a company registered in Italy, (viii) Fin Posillipo S.p.A., a company registered in Italy, (ix) BF & F S.r.l., a company registered in Italy, (x) Vyoda S.r.l., a company registered in Italy, and (xi) Vittorio Avogadro di Collobiano, a citizen of Italy. The agreement among the Reporting Persons relating to the joint filing of this Statement is attached to this Statement as Exhibit 99.1. Based on the transactions described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b)	The residence address of the Lead Filer is 34 Cathcart Road, SW10_9NN, London, England.
(c)	The principal occupation or employment of Naldini is a professor at Vita Salute San Raffaele University, with a principal business address of via Olgettina 58 Milano Italy. The principal occupation or employment of Gentner is a medical doctor, with a principle business address of Avenue de la Dole 9, 1005 Lausanne (Vaud), Switzerland. The principal occupation or employment of Roveda is a self-employed chartered accountant with a principal business address of Via Roma, 5-26017, 26017 Pieranica (CR) Italy. The principal occupation or employment of Nuzzo is as the sole director of GI Globinvestment Ltd, with a principal business address of 34 Cathcart Road, SW10 9NN, London England. The principal occupation or employment of Avogadro di Collobiano is Executive Director of ENI, with a principal business address of Piazza Vanoni 1, 20097 San Donato Milanese, Italy. The principal occupation or employment of GLOBE 2017 S.r.l., with a principal business address of Lungotevere delle Navi 19, 00196 Rome, Italy, FERRAGAMO FINANZIARIA S.p.A., with a principal business address of Via de Tornabuoni 2, 50123 Florence, Italy, FIDIM S.p.A., with a principal business address of Via Valosa di Sopra 9, 20900 Monza, Italy, FIN POSILLIPO S.p.A., with a principal business address of Viale della Liberazione 111, 80125 Napoli, Italy, BF & F S.r.l., with a principal business address of Stradello Marche 6, 43121 Parma, Italy, and VYODA S.r.l., with a principal business address of Corso Italia 22, 20122 Milan, Italy, is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto.
(d)	During the last five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or other minor offenses).
(e)	During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	All of the Reporting Persons are citizens of Italy except Bernhard Gentner, who is a citizen of Germany.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons may be deemed to have formed a 'group' for purposes of Section 13(d)(3) of the Act as a result of entering into a Shareholders' and Joint Filing Agreement dated May 4, 2026, as described in Item 6 herein and attached as Exhibit 99.1. No funds were used by the group to acquire beneficial ownership of the Ordinary Shares or ADS reported herein. The Ordinary Shares and ADS previously owned by the individual Reporting Persons were acquired using their respective working capital / personal funds. To the best of the Reporting Person's knowledge, the total amount of funds used by the individual Reporting Persons to acquire their respective Ordinary Shares and/or ADS was approximately $18.6 million, which represents the equivalent of (euro)15.9 million, incurred at different times, converted at the current exchange rate.
Item 4.	Purpose of Transaction
	The Reporting Persons intend to promote the unity and stability of the Issuer's strategic direction, including monitoring the legality of the Issuer's board of directors' actions, to the extent permitted by Italian law and the Issuer's Articles of Association. In particular, the Reporting Persons intend to (i) promote the stability of the Issuer's strategic direction within the scope and within the limits of the biotech activities as solely authorized by Article 4 ("Corporate Purpose"), paragraph 1 of the Issuer's Articles of Association in force until October 29, 2025 and to (ii) oppose, to the extent permitted by law and the Articles of Association, the addition of new activities "in all sectors covered by the Italian legislation governing the exercise of special powers (so-called "Golden Power") as in force from time to time" as a result of the resolution adopted by the Issuer's extraordinary shareholders' meeting on the aforementioned date of October 29, 2025. Such resolution amended Article 4 of the Issuer's Articles of Association by adding a new paragraph 2, containing the aforementioned generic and vague reference to all Golden Power sectors, as in force from time to time. The Reporting Persons deem such reference null and void because of its vagueness and the above mentioned October 29, 2025 extraordinary resolution (together with another previous extraordinary shareholders' meeting resolution adopted on May 2, 2024 and introducing a certain form of selective multiple vote) has already been challenged in Court, on March 18, 2026 by a subset of the Reporting Persons, namely Gaudenzio Roveda, BF & F S.r.l., Vyoda S.r.l. and Fin Posillipo S.p.A. The related proceedings, including a request for an urgent precautionary measure suspending the new corporate purpose, are therefore pending before the Court of Milan. For the aforementioned purposes, the Reporting Persons intend to regulate certain aspects of the exercise of their corporate rights in the Issuer, i.e. (i) to consult with each other regarding any ordinary or extraordinary shareholders' meeting of the Issuer and (ii) in view of shareholders' meetings convened to renew the corporate bodies, to present a joint slate for the election of the members of the board of directors and the board of statutory auditors. The Reporting Persons also intend to monitor the legality of the Issuer's board of directors' actions. The Parties are not seeking to acquire additional Ordinary Shares or ADSs of the Issuer in connection with the purpose described above.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5. The aggregate number of Ordinary Shares and American Depository Shares ("ADS") and the percentage of total outstanding Ordinary Shares beneficially owned by the Reporting Persons are set forth below. References to percentage ownerships of Ordinary Shares and ADS in this Statement are based upon 23,591,020 total shares outstanding as of March 19, 2026 and the voting percentage of the Ordinary Shares and the ADS is based on 90,661,553 outstanding votes as of March 19, 2026. The Reporting Persons may be deemed to beneficially own an aggregate of 5,433,910 Ordinary Shares and ADS, which constitutes approximately 23.0% of the Issuer's outstanding shares and approximately 31.5% of the total voting power, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person. Marco Nuzzo beneficially owns 17,079 Ordinary Shares, which represents approximately 0.1% of the outstanding shares, entitling him to 17,079 votes, which represent less than 0.1% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Luigi Naldini beneficially owns 1,386,145 Ordinary Shares, which represents approximately 5.9% of the outstanding shares, entitling him to 12,783,667 votes, which represents 14.1% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Bernhard Gentner beneficially owns 692,871 Ordinary Shares, which represents approximately 2.9% of the outstanding shares, entitling him to 6,390,255 votes, which represents 7.0% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Globe 2017 S.r.l. beneficially owns 413,629 Ordinary Shares, which represents approximately 1.8% of the outstanding shares, entitling it to 2,744,888 votes, which represents 3.0% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Ferragamo Finanziaria S.p.A beneficially owns 320,467 Ordinary Shares, which represents approximately 1.4% of the outstanding shares, entitling it to 2,303,924 votes, which represents 2.5% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Gaudenzio Roveda beneficially owns 285,736 Ordinary Shares and 690,000 ADS, which represents approximately 4.1% of the outstanding shares, entiling him to 2,634,312 votes, which represents 2.9% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Fidim S.p.A. beneficially owns 899,711 ADS, which represents approximately 3.8% of the outstanding shares, entitling it to 899,711 votes, which represents 1.0% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Fin Posillipo beneficially owns 440,000 ADS, which represents approximately 1.9% of the outstanding shares, entitling him to 440,000 votes, which represents and 0.5% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. BF & F S.r.l. beneficially owns 219,957 ADS, which represents approximately 0.9% of the outstanding shares, entitling it to 219,957 votes, which represents 0.2% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Vyoda S.r.l. beneficially owns 34,158 ADS, which represents approximately 0.1% of the outstanding shares, entitling it to 34,158 votes, which represents less than 0.1% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act. Vittorio Avogadro di Collobiano beneficially owns 34,157 ADS, which represents approximately 0.1% of the outstanding shares, entitling him to 34,157 votes, which represents less than 0.1% of the total voting power, calculated in accordance with the requirements of Rule 13d-3 under the Act.
(b)	The number of Ordinary Shares and ADS as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).
(c)	Except as disclosed in Item 3, the Reporting Persons have not effected any transactions in the Ordinary Shares and/or the ADS during the past sixty (60) days.
(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from,or the proceeds from the sale of, the Ordinary Shares or the ADS beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons entered into a Shareholders' Agreement and Joint Filing Agreement dated May 4, 2026 and attached to this Statement as Exhibit 99.1, in which the Reporting Persons agree to consult with each other regarding voting on Issuer matters at shareholders' meeting (Article 2.1), and agree to the presentation of a joint slate for the election of the Issuer's corporate bodies (Article 2.2), and agree to file a joint Schedule13D (Article 5), subject to Italian law (Article 6) and with a five (5) year duration (Article 3).
Item 7.	Material to be Filed as Exhibits.
	Exh 99.1 Shareholders' and Joint Filing Agreement dated as of May 4, 2026 by and among Nuzzo, Naldini, Gentner, Globe 2017, Finanziaria, Roveda, Fidim, Fin Posillipo, BF & F, Vyoda, and Avogadro di Collobiano.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Marco Nuzzo

Signature:	/s/ Marco Nuzzo
Name/Title:	Marco Nuzzo, an individual
Date:	05/05/2026

Luigi Naldini

Signature:	/s/ Luigi Naldini
Name/Title:	Luigi Naldini, an individual
Date:	05/05/2026

Bernhard Gentner

Signature:	/s/ Bernhard Gentner
Name/Title:	Bernhard Gentner, an individual
Date:	05/05/2026

Globe 2017 S.r.l.

Signature:	/s/ Marco Nuzzo
Name/Title:	Marco Nuzzo, Authorized Signatory
Date:	05/05/2026

Ferragamo Finanziaria S.p.A.

Signature:	/s/ Diego di Paterno Castello di San Giuliano
Name/Title:	Diego di Paterno Castello di San Giuliano, Authorized Signatory
Date:	05/05/2026

Gaudenzio Roveda

Signature:	/s/ Gaudenzio Roveda
Name/Title:	Gaudenzio Roveda, an individual
Date:	05/05/2026

Fidim S.p.A.

Signature:	/s/ Lucio Rovati
Name/Title:	Lucio Rovati, Authorized Signatory
Date:	05/05/2026

Fin Posillipo S.p.A.

Signature:	/s/ Raffaele Petrone
Name/Title:	Raffaele Petrone, Authorized Signatory
Date:	05/05/2026

BF & F S.r.l.

Signature:	/s/ Leonardo Bormioli
Name/Title:	Leonardo Bormioli, Authorized Signatory
Date:	05/05/2026

Vyoda S.r.l.

Signature:	/s/ Vittorio Avogadro di Collobiano
Name/Title:	Vittorio Avogadro di Collobiano, Authorized Signatory
Date:	05/05/2026

Vittorio Avogadro di Collobiano

Signature:	/s/ Vittorio Avogadro di Collobiano
Name/Title:	Vittorio Avogadro di Collobiano, an individual
Date:	05/05/2026

FAQ

What stake in Genenta Science (GNTA) does the Schedule 13D group report?

The Schedule 13D group reports beneficial ownership of 5,433,910 Ordinary Shares and ADS, about 23.0% of Genenta Science’s outstanding shares. This stake represents approximately 31.5% of total voting power based on 90,661,553 outstanding votes as of March 19, 2026.

Who are the main shareholders in the Genenta Science (GNTA) Schedule 13D group?

The group includes individuals Marco Nuzzo, Luigi Naldini, Bernhard Gentner, Gaudenzio Roveda, Vittorio Avogadro di Collobiano and several Italian entities such as Globe 2017 S., Ferragamo Finanziaria S.p.A., Fidim S.p.A., Fin Posillipo S.p.A., BF & F S., and Vyoda S., acting together under a joint agreement.

What is the purpose of the Genenta Science (GNTA) shareholder group’s Schedule 13D filing?

The group aims to promote unity and stability in Genenta’s biotech-focused strategic direction and to oppose recent corporate purpose amendments referencing Italian “Golden Power” sectors. They also plan to coordinate voting, including presenting a joint slate for the board and statutory auditors at future shareholders’ meetings.

How much have the Genenta Science (GNTA) Schedule 13D investors spent acquiring their shares?

According to the filing, the individual reporting persons together used approximately $18.6 million, equivalent to about €15.9 million, of working capital or personal funds to acquire their Ordinary Shares and ADS over time. No new funds were used to form the disclosed group itself.

Are Genenta Science (GNTA) shareholders in the Schedule 13D group seeking more shares?

The filing states that the parties are not seeking to acquire additional Ordinary Shares or ADS in connection with their stated objectives. Their focus is on coordinating voting, influencing strategic direction within biotech activities, and addressing recent corporate governance changes through shareholder actions and existing litigation.

What legal actions related to Genenta Science (GNTA) does the Schedule 13D mention?

A subset of the reporting persons has challenged certain extraordinary shareholders’ meeting resolutions from May 2, 2024 and October 29, 2025 in the Court of Milan. The proceedings include a request for precautionary measures suspending the new corporate purpose, and they remained pending as of the filing date.