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GNTA 6-K

Genenta Science S.p.A. (GNTA)

6-K 2026-05-19 For: 2026-05-19
View Original
Added on May 19, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe month of May 2026

CommissionFile Number: 001-41115

GENENTASCIENCE S.P.A.

(Translation of registrant’s name into English)

Viadell’Annunciata 31

20121Milan, 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, including Exhibit 10.1, is incorporated by reference into the registrant’s registration statement on Form F-3 (File No. 333-271901).

OtherEvents

OspedaleSan Raffaele License Termination

On May 18, 2026, the Board of Directors of Genenta Science S.p.A. (the “Company”) approved the delivery of a notice of termination of the Company’s amended and restated license agreement with Ospedale San Raffaele S.r.l. (“OSR”), relating to certain technology and intellectual property rights licensed by OSR to the Company.

Subject to the terms of the agreement, the termination will result in the termination of the licenses and option rights granted to the Company under the agreement, subject to any surviving provisions, wind-down obligations, and accrued obligations thereunder. The Company does not expect to incur any material termination fee or penalty in connection with the termination, other than any accrued obligations under the agreement.

The Company made this determination following a review of its strategic priorities and resource allocation. The Company expects to reallocate resources toward its ongoing business and strategic initiatives.

The Company will continue to support and monitor the ongoing glioblastoma multiforme (“GBM”) clinical trial, which remains active with two patients currently under observation.

Forward-LookingStatements

This report contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the expected impacts of the termination and future strategic plans of the Company. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update these forward-looking statements except as required by law.


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<br> Paracchi
Title: Chief<br> Executive Officer

Dated: May 19, 2026



Exhibits.

Exhibit<br> No. Description
10.1 Termination Notice Dated May 18, 2026

Exhibit10.1

May 18, 2026

Ospedale San Raffaele S.r.l.

via Olgettina No. 60

20132, Milan, Italy

Attention: dott. Marco Centenari, dott. Federico Esposti, Prof. Luigi Naldini.

Email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]

Re:Termination of Amended and Restated License Agreement

Dear Dott. Centenari, Dott. Esposti, Prof. Naldini,

I am following-up on our discussion with respect to the Amended and Restated License Agreement dated March 23, 2023 between Genenta Science S.p.A. (“Genenta”) and Ospedale San Raffaele S.r.l., as amended by the Amendment to the Amended and Restated License Agreement dated as of September 28, 2023 (collectively, the “Agreement”).

Genenta hereby terminates the Agreement in its entirety pursuant to Section 10.6(a) thereof.

Sincerely<br> yours,
/s/<br> Pierluigi Paracchi
Pierluigi<br> Paracchi
CEO

Via dell’Annunciata 31, 20121 Milano (Italia)

CF e P. Iva 08738490963 - REA 2045555 – Cap. Sociale €909.102

www.genenta.com