Genenta Science SpA ADR美股招股说明书(2026-01-27版)

(To Prospectus Supplement dated April 26, 2024, as amended by Prospectus Supplement Amendment No. 1, dated December 20, 2024and by Prospectus Supplement Amendment No. 2, dated March 28, 2025, and Prospectus dated May 24, 2023) Up to $26,441,569 American Depositary Shares This prospectus supplement amendment no. 3 (this “amendment”) amends the prospectus supplement, dated April 26, 2024 (the“original prospectus supplement”), as amended by the prospectus supplement amendment no. 1, dated December 20, 2024 (the “firstamendment”) and by the prospectus supplement amendment no. 2, dated March 28, 2025 (the “second amendment” and, the originalprospectus supplement, as amended by the first amendment and the second amendment, the “amended prospectus supplement”),relating to the offer and sale of American depositary shares (“ADSs”), each representing one of our ordinary shares, pursuant to theATM Sales Agreement (the “Original Sales Agreement”), dated April 26, 2024, as amended on December 20, 2024 (the Original SalesAgreement, as so amended, the “Sales Agreement”), with Virtu Americas LLC (“Virtu”) and Rodman & Renshaw LLC (“Rodman &Renshaw” and, together with Virtu, each a “Sales Agent” and, collectively, the “Sales Agents”). This amendment should be read inconjunction with the amended prospectus supplement and the accompanying prospectus, dated May 24, 2023 (the “prospectus”), each We are filing this amendment to amend the amended prospectus supplement to (i) update the maximum dollar amount of ADSs that wemay sell pursuant to the Sales Agreement, as we are no longer subject to the offering limits in General Instruction I.B.5 of Form F-3and (ii) update the use of our net proceeds, if any, from the sale of the ADSs pursuant to the Sales Agreement. The prospectussupplement as amended by the first amendment originally authorized us to offer and sell ADSs having a maximum aggregate offeringprice of up to $29,696,999. As of the date of this amendment, we have sold ADSs pursuant to the Sales Agreement for gross proceeds The ADSs are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GNTA.” The last reported sale price of the ADSs onthe Nasdaq on January 26, 2026 was $1.30 per ADS. The trading price of the ADSs has fluctuated and is likely to continue to fluctuate We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, haveelected to comply with certain reduced disclosure and regulatory requirements. Investing in our securities involves a highdegree of risk. Before buying any of our securities, you should carefully read the discussion of material risks of investing in oursecurities. Please read the section entitled “Risk Factors” beginning on page A-3 of the first amendment and the section Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this amendment, the amended prospectus supplement or the accompanying prospectus is truthful or RODMAN & RENSHAW LLC The date of this prospectus supplement amendment no. 3 is January 27, 2026. Prospectus Supplement Amendment No. 3 Use of Proceeds We are responsible for the information contained and incorporated by reference in this amendment, the amended prospectussupplement, the accompanying prospectus, and in any related free writing prospectus we prepare or authorize. We have notauthorized anyone to give you any other information, and we take no responsibility for any other information that others maygive you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by thisdocumentation are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer USE OF PROCEEDS We may issue and sell ADSs having aggregate sales proceeds of up to $26,441,569 from time to time. Because there is no minimumoffering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us,if any, are not determinable at this time. There can be no assurance that we will sell any ADSs under or fully utilize the Sales We currently intend to use the net proceeds from this offering, if any, for general corporate purposes and working capital. We may alsouse a portion of the net proceeds to acquire or make investments in businesses, products, offerings and technologies. We have notdetermined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad January 27, 2026