In response to evolving market dynamics and strategic opportunities, Genenta Science S.p.A (Nasdaq: GNTA) is embarking on a strategic transformation to evolve into a next-generation strategic industrial consolidator focused on acquiring privately held businesses operating in national-security regulated sectors contemplated by the Italian Golden Power[1] legislation. The Company intends to target majority ownership in companies with established operating profitability, typically generating up to approximately €5 million in EBITDA[2]. In this context, Genenta plans to adopt the new corporate name of Saentra Forge S.p.A. with a new Nasdaq ticker symbol of SAEN[3].
Saentra Forge intends to pursue a value-creation strategy by acquiring targets at private-market valuationsand integrating these companies under Saentra Forge. Through this integration, the Company will seek to enhance these businesses through operational upgrades, institutional-grade governance, and improved financial visibility. Execution has commenced with ATC, a defense-sector company.
Genenta Science (Nasdaq: GNTA), which will be renamed as Saentra Forge (Nasdaq: SAEN, pending effectiveness), will
be 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.
First Industrial Integration
ATC is a private company operating as a high-precision manufacturer of tactical rifles and special-forces weapon systems, and competition-grade sporting firearms. Genenta has entered into a binding agreement according to which it will provide funding for ATC through a series of reserved capital increases, via a performance-based and staged acquisition to support operations with the ultimate goal of owning a controlling position in ATC upon the achievement of defined performance milestones. The transaction has received the required clearance under the Golden Power regulatory framework. ATC holds UAMA[4] and SeRNI[5] export-control licenses, NATO[6] qualifications, and authorization from the Italian Ministry of Defense, and its platforms are used by special-forces units and include combat-proven systems. Genenta expects to fund a total of EUR 5.1 million in several performance-driven tranches. ATC is projecting revenues of approximately €4.0 million in 2026, increasing to around €9.0 million by 2027. The company operates with a solid net cash position and no outstanding bank debt, reflecting a disciplined management structure. On the profitability side, ATC forecasts EBITDA of more than €2.0 million in 2026, with management expecting EBITDA to approximately double in 2027. See “Non-GAAP Information” below for a discussion of the measure EBITDA. In addition, ATC anticipates closing 2026 with a positive cash balance exceeding €2.0 million, and expects to further strengthen its liquidity position by ending 2027 with cash exceeding €5.0 million.
Praexidia Foundation[7] Joins as Strategic Long-Term Shareholder of the Company
At the core of the Company’s strategic configuration is the Praexidia Foundation, which has become a shareholder[8]. The Praexidia Foundation is a private law foundation bringing together senior figures from Italian government institutions, the defense industry, and the armed forces, supporting long-term strategic alignment and stability.
The Company, the Foundation, and Pierluigi Paracchi, Founder and CEO, have entered into a shareholders’ agreement that provides for consultation rights on significant corporate transactions and a renewable five-year lock-up, thereby reinforcing long-term alignment, continuity, and effective control. The sovereign-aligned nature of the Praexidia Foundation further strengthens the Company’s governance framework, supporting regulatory coherence, strategic continuity, and efficient execution of acquisitions in sectors subject to the Golden Power regulations.
Biotech Clinical Updates and Partnering Strategy
The Company has reached key clinical milestones that it believes will now enable the advancement of its cell therapy platform through partnerships with leading pharmaceutical and biotech companies, with the potential to accelerate development, market access, and strategic value. DC Advisory has been engaged to serve as the Company’s exclusive financial advisor for partnership initiatives. Such initiatives are envisaged to prioritize leveraging the technology platform for broader applications and indications, particularly in solid tumors that are inherently difficult to target, while pursuing combination therapy approaches, or continuing development of Temferon as a glioblastoma multiforme (GBM) monotherapy. During this process, the Company will continue to advance its trial in GBM, pursue a capital-efficient approach to advancing additional opportunities through partnerships and does not plan to internally advance the GU study and other clinical trials at this time.
The Company expects its cash, cash equivalents, and marketable securities at December 31, 2025, to be approximately $33 million, compared to $17.7 million at June 30, 2025. The increase is primarily due to the Company’s registered direct offering with certain institutional investors as indicated in the Company’s Form 6-K filed with the Securities & Exchange Commission on October 28, 2025.
For more information, please see the Company’s Form 6-K filed with the Securities and Exchange Commission today.
Riferences
[1] “Golden Power” is Italy’s investment screening framework — broadly comparable to CFIUS in the United States, the IEF regime in France, and the United Kingdom’s NSI Act — and covers strategic domains such as biotechnology, biosecurity, defense, cybersecurity, AI-driven intelligence, aerospace, quantum technologies, secure communications, and critical infrastructure.
[2] See “Non-GAAP Information” below for a discussion of the measure EBITDA.
[3] The new corporate name and the new Nasdaq ticker symbol will become effective upon approval by its shareholders at a Shareholders’ Meeting scheduled for March 25-26, 2026.
[4] UAMA is the Italian government authority responsible for authorizing and overseeing the export and transfer of defense-related materials under applicable Italian and international regulations.
[5] SeRNI: SeRNI, the Italian National Register of Defense and National Security Companies, certifies authorized defense and national security operators.
[6] North Atlantic Treaty Organization
[7] www.fondazionepraexidia.org
[8] Praexidia Foundation has become a shareholder of the Company through a donation of shares by Pierluigi Paracchi.
