Genenta Science SpA ADR 2025年年度报告和过渡报告

FORM20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Date of event requiring this shell company report__________ For the transition period from __________ to __________ Commission file number:001-41115 Genenta Science S.p.A.(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each classTrading symbol(s)Name of each exchange on which registeredAmerican depositary shares(each American depositary sharerepresenting one ordinary share)GNTATheNasdaqStock Market LLC(The Nasdaq Capital Market)Ordinary shares, no par value*The NasdaqStock Market LLC(The Nasdaq Capital Market) *Not for trading, but only in connection with the listing of American depositary shares on The Nasdaq Capital Market. Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. The registrant had18,289,866ordinary shares outstanding as of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations underthose Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large acceleratedfiler,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS PagePART IItem 1.Identity of Directors, Senior Management and Advisers3Item 2.Offer Statistics and Expected Timetable3Item 3.Key Information3A.[Reserved]3B.Capitalization and Indebtedness3C.Reasons for the Offer and Use of Proceeds3D.Risk Factors3Item 4.Information on the Company63A.History and Development of the Company63B.Business Overview63C.Organizational Structure109D.Property, Plants and Equipment109Item 4A.Unresolved Staff Comments109Item 5.Operating and Financial Review and Prospects109A.Operating Results109B.Liquidity and Capital Resources120C.Research and Development123D.Trend Information123E.Critical Accounting Estimates124Item 6.Directors, Senior Management and Employees124A.Directors and Senior Management124B.Compensation127C.Board Practices128D.Employees131E.Share Ownership131F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation131Item 7.Major Shareholders and Related Party Transactions131A.Major Shareholders131B.Related Party Transactions133C.Interests of Experts and Counsel136Item 8.Financial Information136A.Consolidated Statements and Other Financial Information136B.Significant Changes136Item 9.The Offer and Listing137A.Offer and Listing Details137B.Plan of Distribution137C.Markets137D.Selling Shareholders137E.D