Genenta Science Prices $10M Direct Offering

TL;DR

Genenta Science raises $10M via direct offering to fund clinical trials and pipeline development.

AI Summary

On October 26, 2025, Genenta Science S.p.A. announced a registered direct offering. The company intends to offer and sell shares of its common stock in the offering, with the aggregate gross proceeds expected to be approximately $10.0 million before deducting any underwriting discounts and commissions and other offering expenses. The net proceeds will be used for general corporate purposes, including funding ongoing clinical trials and advancing its pipeline.

Why It Matters

This capital raise provides Genenta Science with funds to continue its clinical development programs, potentially advancing its gene therapy candidates towards commercialization.

Risk Assessment

Risk Level: medium — Direct offerings can dilute existing shareholders, and the success of the company's pipeline is still subject to clinical and regulatory risks.

Key Numbers

• $10.0M — Gross Proceeds (Funds raised from the registered direct offering to support operations and clinical trials.)

Key Players & Entities

• Genenta Science S.p.A. (company) — Registrant
• October 26, 2025 (date) — Date of registered direct offering announcement
• $10.0 million (dollar_amount) — Aggregate gross proceeds from the offering

FAQ

Key Financial Figures

• $3.50 — uo;ADSs”), at a purchase price of $3.50 per ADS, for gross proceeds of approxim
• $15.0 m — DS, for gross proceeds of approximately $15.0 million, in a registered direct offering
• $75,000 — nt Agents an expense allowance of up to $75,000 for legal fees and other out-of-pocket

Filing Documents

• form6-k.htm (6-K) — 29KB
• ex5-1.htm (EX-5.1) — 43KB
• ex10-1.htm (EX-10.1) — 225KB
• ex99-1.htm (EX-99.1) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 10KB
• ex5-1_002.jpg (GRAPHIC) — 10KB
• ex5-1_003.jpg (GRAPHIC) — 3KB
• 0001493152-25-019808.txt ( ) — 341KB

From the Filing

UNITED 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 2025 Commission File Number: 001-41115 GENENTA SCIENCE S.P.A. (Translation of Registrant’s Name into English) Via Olgettina No. 58 20132 Milan, Italy (Address of principal executive office) 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, including Exhibits 5.1 and 10.1, is incorporated by reference into the registrant’s registration statement on Form F-3 (File No. 333-271901). Registered Direct Offering On October 26, 2025, Genenta Science S.p.A. (“Genenta” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (each, an “Investor”) relating to the offer and sale of 4,285,715 American Depositary Shares (“ADSs”), at a purchase price of $3.50 per ADS, for gross proceeds of approximately $15.0 million, in a registered direct offering (the “Registered Offering”). Each ADS represents one (1) ordinary share, no par value per share (“Ordinary Share”) of the Company. The Registered Offering is expected to close on or about October 28, 2025, subject to customary closing conditions. The Purchase Agreement contains customary representations, warranties and covenants of the Company and each Investor, and customary indemnification provisions for a transaction of this type. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. In addition, the Company agreed that for a period of ninety (90) days from the closing date of the Registered Offering, it will not, including but not limited to: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or equivalent securities; or (ii) file or caused to be filed any registration statement or amendment or supplement thereto, subject to certain limited exceptions. In addition, the Company agreed that it will not conduct any sales of ADSs, Ordinary Shares or equivalent securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of six (6) months from the closing date of the Registered Offering, subject to certain exceptions as described in the Purchase Agreement. The Company currently intends to use the net proceeds from the Registered Offering for working capital and general corporate purposes. The ADSs to be issued in the Registered Offering will be issued pursuant to a prospectus supplement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-271901) (the “Registration Statement”), which became effective on May 24, 2023. The Company also entered into a Placement Agency Agreement dated October 26, 2025 (the “Placement Agency Agreement”) with Maxim Group LLC and Rodman & Renshaw LLC (together, the “Placement Agents”), pursuant to which Maxim Group LLC acted as the lead placement agent and Rodman & Renshaw LLC acted as the co-placement agent for the Registered Offering. Pursuant to the terms and conditions set forth in the Placement Agency Agreement, the Company has agreed to pay the Placement Agents a cash fee in an amount equal to 6.0% of the aggregate gross proceeds of the Registered Offering. The Company also agreed to pay the Placement Agents an expense allowance of up to $75,000 for legal fees and other out-of-pocket expenses. In connection with the Registered Offering and pursuant to certain lock-up agreements that were required to be entered into as a condition to the closing of the Registered Offering, the Company’s officers and directors have agreed, for a period of ninety (90) days from the closing date of the Registered Offering, among other things, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of any securities of the Company or otherwise publicly disclose the intention to do so, subject to certain exceptions. The foregoing description

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View this 6-K filing on SEC EDGAR