|
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) |
(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).
SCHEDULE 13D
|
| CUSIP No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.1
SHAREHOLDERS’ AGREEMENT
regarding Genenta Science S.p.A.
This shareholders’ agreement (hereinafter also referred to simply as the “Agreement”) is entered into
BETWEEN
| - | Prof. LUIGI NALDINI, born in Turin, on March 3, 1959, resident in Pioltello (MI), Italian citizen, Tax ID: NLDLGU59C05L219G (“Naldini”); |
| - | Prof. BERNHARD GENTNER, born in Donauwörth, Germany, on November 9, 1975, resident in Lausanne, Switzerland, Avenue de la Dôle no. 9, German citizen, German Passport no. CGWG138R1 (“Gentner”); |
| - | GLOBE 2017 S.R.L., a company with registered office in Rome, Lungotevere delle Navi 19, registration number in Rome Business Register, tax identification number and VAT number 14403831002, herein represented by its Legal Representative Mr. Marco Nuzzo, acting with the necessary powers pursuant to the Board of Directors’ resolution on 20 April 2026 (“Globe 2017”); |
| - | FERRAGAMO FINANZARIA S.P.A., a company with registered office in Florence, via de’ Tornabuoni 2, registration number in Florence Business Register, tax identification number and VAT number 04161460482, herein represented by its legal representative Mr Diego di Paternò Castello di San Giuliano, acting with the necessary powers pursuant to the Board of Directors’ resolution on 21 April 2026 (“Ferragamo Finanziaria”); |
| - | Dott. GAUDENZIO ROVEDA, born in Lodi, on July 6, 1966, resident in Pieranica (CR), via Roma 5, Italian citizen, Tax ID: RVDGNZ66L06E648N (“Roveda”); |
| - | Dott. MARCO NUZZO, born in Rome, on March 12, 1977, resident in 34 Cathcart Road, SW10 9NN London, Italian citizen, Tax ID: NZZMRC77C12H501P (“Nuzzo”); |
| - | FIDIM S.P.A., a company with registered office in Monza (MB), Via Valosa di Sopra 9, registration number in Monza Business Register, tax identification number and VAT number 08432100157, herein represented by its Legal Representative Mr. Lucio Rovati, acting with the necessary powers pursuant to Board of Directors’ resolution on July 10, 2024 (“Fidim”); |
| 1 |
| - | FIN POSILLIPO S.P.A., a company with registered office in Naples, Viale della Liberazione 111, registration number in Naples Business Register, tax identification number and VAT number 05910330637, herein represented by its legal representative Mr. Raffaele Petrone, acting with the necessary powers pursuant to Fin Posillipo’s Articles of Association (“Fin Posillipo”); |
| - | BF&F S.R.L., a company with registered office in Parma, Stradello Marche 6, registration number in Parma Business Register, tax identification number and VAT number 02097300343, herein represented by Mr. Leonardo Bormioli, acting with the necessary powers pursuant to BF&F’s Articles of Association (“BF&F”); |
| - | VYODA S.R.L., a company with registered office in Milan, Corso Italia 22, registration number in Milan Business Register, tax identification number and VAT number 08849760965, herein represented by its sole director Mr. Vittorio Avogadro di Collobiano, acting with the necessary powers pursuant to Vyoda’s Articles of Association (“Vyoda”); |
| - | Dott. VITTORIO AVOGADRO DI COLLOBIANO, born in Turin on October 8, 1964, resident in Milan, via Mangili 6, Italian citizen, Tax ID: VGDVTR64R08L219D (“Avogadro di Collobiano”); |
(Naldini, Gentner, Globe 2017, Ferragamo Finanziaria, Roveda and Nuzzo are also collectively referred to as “Ordinary Shareholders” and individually as “Ordinary Shareholder”; Fidim, Roveda, Fin Posillipo, BF&F, Vyoda and Avogadro di Collobiano are also collectively referred to as “ADSs Holders” and individually “ADSs Holder”; Ordinary Shareholders and ADSs Holders are collectively referred to as “Parties” and, individually, as “Party”)
WHEREAS
| A. | Genenta Science S.p.A. is a company incorporated under Italian law, with its registered office in Milan, Via dell’Annunciata 31, registered with the Milan Business Register, with tax identification number and VAT number 08738490963 (hereinafter “Genenta” or the “Company”); |
| B. | as of the date of this Agreement, Genenta has issued n. 23,591,020 ordinary shares, with no stated par value, and has got outstanding a variable number of American Depositary Shares (hereinafter “ADSs”, with each ADS representing 1 ordinary share) issued by The Bank of New York Mellon (hereinafter “BNYM”) in its capacity as depositary bank, through which the Genenta ADSs holders can exercise their corporate rights, pursuant to a deposit agreement entered into on December 17, 2021 between BNYM, the Company, and the aforementioned ADSs holders. Genenta ADSs are listed on Nasdaq Capital Market; |
| 2 |
| C. | the following table sets forth the number of ordinary shares and/or ADSs held by each Party to the Agreement as of March 19, 2026 and also shows the number of votes attributable to each class of securities held by each Party, as well as the corresponding percentage calculated both (i) with respect to the total number of ordinary shares issued by the Company and (ii) with respect to the total number of outstanding votes (taking into account the multiple voting rights referred to under recital “D” below). The percentage of votes held by each Party is based on the total number of votes (90.661.553) updated as of the consultation on March 19, 2026 of the “Special Register” for the multiple vote’s attribution maintained by the Company: |
| Shareholder | Ordinary Shares | ADSs | Total Shares | Votes on Ordinary Shares | Votes on ADSs | Total Votes | % on total issued Ordinary Shares
(based on n. 23.591.020 Ordinary Shares as of March 19, 2026) | % on total Votes
(based on n. 90.661.553 Votes, as of March 19, 2026) | ||||||||||||||||||||||||
| Luigi Naldini | 1,386,145 | - | 1,386,145 | 12,783,667 | - | 12,783,667 | 5.88 | % | 14.10 | % | ||||||||||||||||||||||
| Bernhard Gentner | 692,871 | - | 692,871 | 6,390,255 | - | 6,390,255 | 2.94 | % | 7.05 | % | ||||||||||||||||||||||
| GLOBE 2017 S.r.l. | 413,629 | - | 413,629 | 2,744,888 | - | 2,744,888 | 1.75 | % | 3.03 | % | ||||||||||||||||||||||
| FERRAGAMO FINANZIARIA S.p.A. | 320,467 | - | 320,467 | 2,303,924 | - | 2,303,924 | 1.36 | % | 2.54 | % | ||||||||||||||||||||||
| Gaudenzio Roveda | 285,736 | 690,000 | 975,736 | 1,944,312 | 690,000 | 2,634,312 | 4.14 | % | 2.91 | % | ||||||||||||||||||||||
| Marco Nuzzo | 17,079 | 17,079 | 17,079 | 17,079 | 0.07 | % | 0.02 | % | ||||||||||||||||||||||||
| FIDIM S.p.A. | - | 899,711 | 899,711 | - | 899,711 | 899,711 | 3.81 | % | 0.99 | % | ||||||||||||||||||||||
| FIN POSILLIPO S.p.A. | - | 440,000 | 440,000 | - | 440,000 | 440,000 | 1.87 | % | 0.49 | % | ||||||||||||||||||||||
| BF & F S.r.l. | - | 219,957 | 219,957 | - | 219,957 | 219,957 | 0.93 | % | 0.24 | % | ||||||||||||||||||||||
| VYODA S.r.l. | - | 34,158 | 34,158 | - | 34,158 | 34,158 | 0.14 | % | 0.04 | % | ||||||||||||||||||||||
| Vittorio Avogadro di Collobiano | - | 34,157 | 34,157 | - | 34,157 | 34,157 | 0.14 | % | 0.04 | % | ||||||||||||||||||||||
| 3 |
| D. | the difference between (i) the number of shares and/or ADSs and (ii) the number of votes held by each Party is indeed due to the existence of a multiple voting mechanism introduced, pursuant to Article 2351, paragraph 4, of the Italian Civil Code, by the Company’s extraordinary shareholders’ meeting held on May 2, 2024. This multiple voting mechanism was challenged as null and void on March 18, 2026, by the Ordinary Shareholder and ADSs Holder Roveda and by the ADSs Holders Fin Posillipo, BF&F, and Vyoda. The related proceedings, along with a request for a precautionary measure suspending the multiple voting mechanism’s operation, is pending before the Court of Milan; |
| E. | the Parties hereby intend to promote, in their capacity as shareholders and/or holders of ADSs of the Company—and to the extent permitted under Italian law and the Company’s Articles of Association—the unity and stability of Genenta’s strategic direction, including monitoring the legality of Genenta board of directors’ actions; |
| F. | in particular, the Parties intend to (i) promote the stability of Genenta’s strategic direction within the scope and limits of the biotech activities as solely authorized by Article 4 (“Corporate Purpose”), paragraph 1 of Genenta’s Articles of Association 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 additional resolution adopted by the Company’s extraordinary shareholders’ meeting on the aforementioned date of October 29, 2025. Such resolution amended Article 4 of the 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 Parties deem such reference null and void because of its vagueness; |
| G. | the further amendment to the Articles of Association referred to under recital “F” indeed has already been challenged, again on March 18, by the Ordinary Shareholder and Holder of ADSs Roveda and the Holders of ADSs Fin Posillipo, BF&F, and Vyoda and the related proceedings, including a request for a precautionary measure suspending the new corporate purpose, are pending before the Court of Milan; |
| H. | for the aforementioned purposes, the Parties intend to regulate certain aspects of the exercise of their corporate rights in Genenta as ordinary shareholders and/or holders of ADSs; |
| 4 |
NOW THEREFORE – AND THE ABOVE RECITALS BEING AN INTEGRAL AND ESSENTIAL PART OF THIS SHAREHOLDERS’ AGREEMENT – THE PARTIES AGREE AND SET FORTH THE FOLLOWING
Article 1 – Contributed shares and/or ADSs.
| 1.1. | Each Party enters into this Agreement with full effects on all of its Genenta shares and/or ADSs. |
| 1.2. | Each Party to this Agreement retains its full right of disposal over such shares and/or ADSs for any purpose, and therefore may (i) freely transfer, even temporarily, the ownership and/or other rights over such shares and/or ADSs, without conditions or limitations, as well as (ii) freely acquire new shares and/or ADSs, in compliance with applicable laws and regulations. |
| 1.3. | Each Party shall remain a party to this Agreement to the extent that it retains voting rights at Genenta’s ordinary and/or extraordinary shareholders’ meeting with respect to its shares and/or ADSs (also through the intermediation of the depositary bank under the deposit agreement entered into on December 17, 2021 between BNYM, the Company, and the ADSs holders). |
| 1.4. | Each Party undertakes to notify all other Parties within 3 (three) business days of any change in the number of Genenta shares and/or ADSs held. |
| 1.5. | No Party shall enter into this Agreement through a trustee. |
Article 2 – Scope.
| 2.1. | The Parties to this Agreement undertake, upon written request from even only one of them, to meet (in any form and by any means, including by remote video and/or phone communication) in order to consult with each other regarding (and reasonably prior to) any ordinary or extraordinary shareholders’ meeting of the Company, and in order to discuss, exchange information, and, if necessary, coordinate their vote (in any case with non-binding effect) on the items on the agenda of such ordinary or extraordinary shareholders’ meeting. Notwithstanding any prior consultation, the Parties retain full freedom to vote against, in favor or abstain. |
| 5 |
| 2.2. | In view of shareholders’ meetings convened to renew the corporate bodies, the Parties undertake to consult with each other and to present a joint slate for the election of the members of the board of directors and the board of statutory auditors, establishing, within the limits permitted by law and Genenta’s Articles of Association, the number of members, their term of office, the total economic compensation for the corporate body, as well as the names of the candidates, including the identification of the chairman. The joint slate and the aforementioned characteristics have to be agreed upon unanimously by the Parties and the slate be submitted to the Company at least by all the Ordinary Shareholders being Parties to this Agreement. In case unanimity is not reached on a certain joint slate then each Party to this Agreement is nonetheless free to submit to the Company its own slate according to the law and Genenta’s Articles of Association. |
Article 3 – Term.
This Agreement shall remain in force and effect for 5 (five) years.
Article 4 – Communications.
Any communication required under this Agreement must be made in writing to the following e-mail addresses:
| - | if addressed to Naldini, to: naldini.luigi@hsr.it |
| - | if addressed to Gentner, to: bgentner@web.de; geatti@geattitax.it |
| - | if addressed to Globe 2017, to: mn@globinvestment.co.uk |
| - | if addressed to Ferragamo Finanziaria, to: federico.focardi@ferragamofinanziaria.com |
| - | if addressed to Roveda, to: gauroved@gmail.com |
| - | if addressed to Nuzzo, to: mn@globinvestment.co.uk |
| - | if addressed to Fidim, to: lucio.rovati@rottapharmbiotech.com |
| - | if addressed to Fin Posillipo, to: raffaele@petrone.it; rodolfo.dimartino@petronegroup.com; luca.petroni@petronegroup.com |
| - | if addressed to BF&F, to: l.bormioli@gmail.com |
| - | if addressed to Vyoda, to: vittorio.avogadrodicollobiano@eni.com |
| - | if addressed to Avogadro di Collobiano, to: vittorio.avogadrodicollobiano@eni.com |
or to the different email address provided, in accordance with the above, by each Party to all the others.
Article 5 – Joint Filing Agreement
The undersigned hereby agree to the joint filing on behalf of each of them of the Statement on Schedule 13D with respect to the Ordinary Shares and the American Depository Shares of Genenta Science S.p.A., and any further amendments to such statement on Schedule 13D executed by each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the United States Securities Exchange Act of 1934, as amended, with Marco Nuzzo as the Lead Filer.
| 6 |
Each Party shall promptly notify the Lead Filer, and in any event within one (1) Business Day, upon becoming aware of any change in ownership. The Lead Filer shall, upon receipt of such notice and any required information, file an amendment to the Schedule 13D as promptly as practicable and in no event later than two (2) Business Days following the occurrence of such change in ownership. The designation of the Lead Filer hereunder shall not relieve any Party of its independent obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
The undersigned further acknowledge that each Party hereto shall remain responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such Party contained therein; provided, however, that no Party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
Article 6 – Governing Law and Jurisdiction.
This Agreement shall be governed by Italian law, and any dispute that may arise between the Parties regarding the existence, validity, enforceability, interpretation, implementation, or performance of this Agreement shall be subject to the exclusive jurisdiction of the courts of Milan.
Prof. Luigi Naldini, (date and place) 05-04-2026
| (signature) | /s/ Luigi Naldini |
Prof. Bernhard Gentner, (date and place) 05-04-2026
| (signature) | /s/ Bernhard Gentner |
Globe 2017, (date and place) 05-04-2026
| (signature) | /s/ Marco Nuzzo |
Ferragamo Finanziaria (date and place) 05-04-2026
| (signature) | /s/ Diego di Paterno Castello di San Giuliano |
Dott. Gaudenzio Roveda (date and place) 05-04-2026
| (signature) | /s/ Gaudenzio Roveda |
Dott. Marco Nuzzo (date and place) 05-04-2026
| (signature) | /s/ Marco Nuzzo |
Fidim (date and place) 05-04-2026
| (signature) | /s/ Lucio Rovati |
Fin Posillipo (date and place) 05-04-2026
| (signature) | /s/ Raffaele Petrone |
BF&F (date and place) 05-04-2026
| (signature) | /s/ Leonardo Bormioli |
Vyoda (date and place) 05-04-2026
| (signature) | /s/ Vittorio Avogadro di Collobiano |
Dott. Vittorio Avogadro di Collobiano (date and place) 05-04-2026
| (signature) | /s/ Vittorio Avogadro di Collobiano |
| 7 |