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United States securities and exchange commission logo
October 21, 2021
Pierluigi Paracchi
Chief Executive Officer
Genenta Science S.r.l.
Via Olgettina No. 58
20132 Milan, Italy
Re: Genenta Science
S.r.l.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted October
4, 2021
CIK No. 0001838716
Dear Mr. Paracchi:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June,
2021 letter.
Draft Registration Statement on Form F-1
Management's Discussion and Analysis
Comparison of the Year Ended December 31, 2020 to the Year Ended
December 31, 2019, page
83
1. Please present pro
forma basis and diluted loss per share for the years ended December
31, 2020 and 2019 in a
manner similar to your June 30, 2021 and 2020 per share
presentation on page 82
or explain why such a presentation is not meaningful.
External Auditor, page 155
2. We note that your
shareholders appointed new auditors, Kreston GV Italy Audit S.r.l, on
May 20, 2021, subject
to the effective listing of the Company on the Nasdaq Capital
Pierluigi Paracchi
Genenta Science S.r.l.
October 21, 2021
Page 2
Market. In this regard, please address the following:
Please provide the disclosures and letter from your auditor required
by Item 16F of
the Form 20-F. Refer to Item 4d of Part I of the Form 20-F; and
It does not appear that Kreston GV Italy Audit S.r.l is a PCAOB
registered firm.
Please advise how you intend to provide financial statements which
have been
audited by a PCAOB registered firm.
Financial Statements for the Year Ended December 31, 2020
Unaudited Pro Forma Net Loss Per Share, page F-9
3. Please remove your pro forma information from the face of your Statements
of
Operations. Please also remove the related footnote on page F-9. Address
this comment
as it relates to your interim financial statements. Refer to Rule
11-02(a)(12) of
Regulation S-X.
Financial Statements for the Period Ended June 30, 2021
Consolidated Statement of Changes in Quotaholders and Stockholders Equity, page
F-30
4. Pursuant to SAB Topic 4:B, it would appear that any undistributed losses
should be
reclassified to additional paid-in capital at the time of the Corporate
Conversion. Please
revise your financial statements or advise as to what consideration was
given to this
guidance.
You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-6001 or Jeffrey Gabor at 202-551-2544 with any
other
questions.
Sincerely,
FirstName LastNamePierluigi Paracchi
Division of
Corporation Finance
Comapany NameGenenta Science S.r.l.
Office of Life
Sciences
October 21, 2021 Page 2
cc: Mitchell S. Nussbaum, Esq.
FirstName LastName