UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41115
GENENTA SCIENCE S.P.A.
(Translation of registrant’s name into English)
Via dell’Annunciata 31
20121 Milan, Italy
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This Report on Form 6-K is incorporated by reference into the registrant’s registration statement on Form S-8 (File No. 333-278392).
Other Events
Nasdaq Minimum Bid Price Deficiency
On October 16, 2026, Genenta Science S.p.A. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notification was issued because the closing bid price of the Company’s American Depositary Shares (“ADSs”) was below $1.00 per ADS for 30 consecutive business days, from September 3, 2026 through October 15, 2026. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted an initial compliance period of 180 calendar days, until April 14, 2027, to regain compliance with the minimum bid price requirement. The notification has no immediate effect on the listing or trading of the Company’s ADSs on the Nasdaq Capital Market.
As previously disclosed in the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on July 31, 2026, at the Company’s Extraordinary Shareholders’ Meeting held on July 29, 2026, the Company’s shareholders approved a reverse stock split of the Company’s ordinary shares at a ratio within a range of one new ordinary share for every ten to twenty existing ordinary shares, and authorized the Board of Directors of the Company to determine, within 12 months from the date of the meeting, whether to implement the reverse stock split and, if so, the specific ratio and effective date. The Company intends to continue monitoring the closing bid price of its ADSs and evaluate available options to regain compliance in a timely manner, which may include implementing the reverse stock split, if necessary. Although the Company will use all reasonable efforts, there can be no assurance that it will regain compliance within the applicable compliance period or otherwise remain in compliance with other Nasdaq continued listing requirements.
On October 21, 2026, the Company issued a press release announcing receipt of the Nasdaq notification. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press Release dated October 21, 2026, regarding Nasdaq minimum bid price deficiency notification. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENENTA SCIENCE S.P.A. | ||
| By: | /s/ Pierluigi Paracchi | |
| Name: | Pierluigi Paracchi | |
| Title: | Chief Executive Officer | |
Dated: October 21, 2026
Exhibit 99.1
Genenta Science Announces Receipt of Nasdaq Minimum Bid Price Deficiency Notification
MILAN, Italy — October 21, 2026 — Genenta Science S.p.A. (Nasdaq: GNTA) (the “Company”) today announced that on October 16, 2026, it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2).
The notification was issued because the closing bid price of the Company’s American Depositary Shares (“ADSs”) was below $1.00 per ADS for 30 consecutive business days, from September 3, 2026 through October 15, 2026. The notification does not result in the immediate delisting of the Company’s ADSs, which will continue to trade on the Nasdaq Capital Market under the symbol “GNTA,” subject to the Company’s continued compliance with other applicable listing requirements.
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, until April 14, 2027, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s ADSs must be at least $1.00 per ADS for a minimum of 10 consecutive business days during the compliance period, unless Nasdaq exercises its discretion to extend this period.
If the Company does not regain compliance by April 14, 2027, it may be eligible for an additional 180-calendar-day compliance period, provided that it satisfies the applicable market value of publicly held shares requirement and all other initial listing standards for the Nasdaq Capital Market, except the minimum bid price requirement, and provides written notice of its intention to cure the deficiency, including by effecting a reverse stock split, if necessary.
As previously disclosed, the Company’s shareholders have already approved a reverse stock split within a range of 1-for-10 to 1-for-20, which the Board of Directors is authorized to implement, if deemed appropriate.
The Company intends to monitor the closing bid price of its ADSs and evaluate available options to regain compliance with Nasdaq’s minimum bid price requirement. Although the Company will use all reasonable efforts, there can be no assurance that it will regain compliance within the initial compliance period, qualify for any additional compliance period, or otherwise remain in compliance with other Nasdaq continued listing requirements.
About Genenta Science
Genenta Science (Nasdaq: GNTA) is evolving into a next-generation strategic consolidator focused on privately held specialized companies operating in Italian national security-regulated sectors, with activities spanning cybersecurity, defense, aerospace, and biotechnology/biosecurity. Genenta holds a 19% equity interest in Sòphia High Tech and has an option to increase its ownership to 51% at a pre-agreed valuation.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the Company’s intentions and ability to regain compliance with Nasdaq’s minimum bid price requirement and maintain its Nasdaq listing. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including fluctuations in the market price of the Company’s ADSs and the Company’s ability to satisfy Nasdaq’s continued listing requirements. Additional risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update these statements except as required by applicable law.
Investor Relations
Genenta Science S.p.A.
Tiziana Pollio, Mobile: +39 348 23 15 143
email: tiziana.pollio@genenta.com