SCHEDULE: Genenta Science Stakeholders Adjust Holdings Amid Legal Uncertainty

An amendment to a Schedule 13D filing reveals adjustments in beneficial ownership for Genenta Science S.p.A. by a group of reporting persons, alongside ongoing legal challenges.

Summary

• This filing is an amendment (Amendment No. 1) to a Schedule 13D for Genenta Science S.p.A., reporting changes in beneficial ownership of Ordinary Shares and American Depository Shares (ADS).
• The reporting persons collectively beneficially own 5,543,910 Ordinary Shares and ADSs, representing approximately 11.5% of the Issuer's outstanding shares and approximately 18.94% of the total voting power as of September 29, 2026.
• The amendment reports a decrease in the percentage of shares beneficially owned due to the Issuer's allotment of 24,625,838 Ordinary Shares on May 29, 2026, related to an A.T.C. transaction.
• It also notes a reduction in voting power for some shareholders due to changes made by the Issuer in its special register as of June 23, 2026, and an increase for others as of September 29, 2026, due to continued ownership.
• Fin Posillipo S.p.A. acquired an additional 110,000 ADSs in open-market transactions on Nasdaq between August 7, 2026, and August 19, 2026, for approximately $143,000.
• Legal proceedings are ongoing, with the Court of Milan having granted and subsequently revoked interim relief concerning a resolution on the Issuer's corporate purpose amendment.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a slightly negative sentiment due to the reporting of a decrease in beneficial ownership percentage and ongoing legal proceedings, despite the acquisition of additional shares by one entity.

Positives

• Fin Posillipo S.p.A. increased its stake by acquiring 110,000 ADSs for approximately $143,000, indicating continued investment interest.
• The voting power of certain shareholders increased as of September 29, 2026, due to completing an additional year of uninterrupted ownership.

Negatives

• The overall percentage of shares beneficially owned by the reporting persons decreased due to a significant allotment of new shares by the Issuer.
• Changes unilaterally made by the Issuer to its special register of shareholders resulted in a reduction of voting power for some reporting persons.
• Ongoing legal proceedings related to the Issuer's corporate purpose amendment introduce uncertainty.

Risks

• The ongoing legal proceedings concerning the Issuer's corporate purpose amendment could have an adverse impact on the company's operations and shareholder rights.
• Unilateral changes made by the Issuer to its shareholder registers could lead to further disputes or impact voting power dynamics.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, it notes that proceedings on the merits regarding the Issuer's corporate purpose amendment remain pending.

Management Comments

• The purchases by Fin Posillipo S.p.A. were made for its own investment purposes and not in furtherance of the objectives of the group described in Item 4 of the Schedule 13D.
• The other Reporting Persons were not aware of the purchases made by Fin Posillipo S.p.A. until September 28, 2026.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, which typically indicates significant changes in beneficial ownership or intentions of large shareholders. The context of ongoing legal disputes and share allotments suggests potential corporate governance challenges or strategic maneuvers within the biotechnology or pharmaceutical sector where Genenta Science operates.

Corporate Governance

Legal Proceedings

• On June 12, 2026, the Court of Milan granted interim relief suspending the effectiveness of the resolution adopted at the Issuer's extraordinary shareholders' meeting on October 29, 2025, concerning the amendment to the Issuer's corporate purpose.
• On July 9, 2026, a panel of the Court of Milan revoked that interim relief following a challenge filed by the Issuer.
• The proceedings on the merits regarding the Issuer's corporate purpose amendment remain pending.

Stakeholder Impact

• Shareholders may experience a dilution in their ownership percentage due to the recent share allotment.
• Shareholders' voting power may be affected by changes made to the Issuer's special register.
• The ongoing legal proceedings introduce uncertainty for all stakeholders regarding the company's corporate structure and future direction.

Next Steps

• The proceedings on the merits regarding the Issuer's corporate purpose amendment remain pending.
• Further updates to the Schedule 13D will be filed as necessary to report any material changes in beneficial ownership or intentions.

Key Dates

Recommendation

The filing indicates a complex situation with a decrease in overall beneficial ownership percentage due to share dilution and ongoing legal proceedings, which introduces uncertainty. While one entity increased its stake, the broader context suggests a 'hold' position until the legal matters are resolved and the impact of share allotments is clearer.

Keywords

Genenta Science, Schedule 13D, Beneficial Ownership, Ordinary Shares, American Depository Shares, Voting Power, Shareholder Register, Legal Proceedings