As filed with the Securities and Exchange Commission on December 7, 2021.
Registration No. 333-260923
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2 to
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Genenta Science
S.p.A.
(Exact name of registrant as specified in its charter)
| Republic of Italy | 2836 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number | (I.R.S.
Employer Identification Number) |
| Pierluigi
Paracchi Chief Executive Officer Via Olgettina No. 58 20132 Milan, Italy Tel: +39-02-2643-4681 |
Cogency
Global Inc. 122 East 42nd Street, 18th Floor New York, New York 10168 Tel: +1.800.221.0102 |
|
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Name,
address, including zip code, and telephone number, including area code, of agent for service) |
Copies to:
Mitchell S. Nussbaum, Esq. Norwood P. Beveridge, Esq. Loeb & Loeb LLP 345 Park Avenue New
York, NY 10154 |
Thomas S. Levato, Esq. Ettore A. Santucci, Esq. Goodwin Procter LLP 620 Eighth Avenue New York, New York
10018 |
||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company [X]
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Genenta Science S.p.A. is filing this Amendment No. 2 to its registration statement on Form F-1 (File No. 333-260923) as an exhibit-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Part II
Information Not Required in Prospectus
Item 8. Exhibits and Financial Statement Schedules
Exhibits:
| * | Filed herewith |
| ** | Previously filed |
# |
Portions of this exhibit (indicated by markouts) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). |
Financial Statement Schedules:
All financial statement schedules have been omitted because either they are not required, are not applicable or the information required therein is otherwise set forth in the Company’s financial statements and related notes thereto.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Milan, Italy on December 7, 2021.
| Genenta Science S.p.A. | ||
| By: | /s/ Pierluigi Paracchi | |
| Name: | Pierluigi Paracchi | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form F-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Pierluigi Paracchi | Chief Executive Officer and Vice Chairman | December 7, 2021 | ||
| Pierluigi Paracchi | (Principal Executive Officer) | |||
| /s/ Richard Slansky | Chief Financial Officer | December 7, 2021 | ||
| Richard Slansky | (Principal Financial and Accounting Officer) | |||
| * | Director | December 7, 2021 | ||
| Roger Abravanel | ||||
| * | Director | December 7, 2021 | ||
| Daniela Bellomo | ||||
| * | Director | December 7, 2021 | ||
| Guido Guidi | ||||
| * | Director | December 7, 2021 | ||
| Luca Guidotti | ||||
| * | Chairman of the Board and Director | December 7, 2021 | ||
| Stephen Squinto | ||||
| * | Director | December 7, 2021 | ||
| Anthony Marucci |
| *By | /s/ Pierluigi Paracchi | ||||
Attorney-in-Fact |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, Cogency Global Inc., the duly authorized representative in the United States of Genenta Science S.p.A., has signed this registration statement on December 7, 2021.
| By: | /s/ Colleen A. De Vries | |
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice-President on behalf of Cogency Global Inc. |
Exhibit 10.7
Certain information in this document indicated with “Redacted” or “***” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
