Full Press Release Details
signs Definitive Agreements with Sophia High Tech
enters aerospace as it continues its strategic transformation into a next-generation industrial consolidator
Italy - April 23, 2026 - Genenta Science S.p.A. (Nasdaq: GNTA), evolving into Saentra Forge1, a strategic industrial
consolidator focused on biotech, defense, aerospace, and Italian national-security-related technologies, today announced that it has
signed definitive agreements2 with S phia High Tech S.r.l., (S phia HT) an Italian company manufacturing
critical parts for Europe's space and defense programs.
expects to fund a total of 6.0 million in two tranches. With the closing of the first tranche, Genenta will obtain a 19.9%
stake, and with the closing of the second tranche, Genenta will own a 51% stake in S phia HT. The proceeds are expected to be
deployed by S phia HT to materially scale production capacity, accelerate technological differentiation, and strengthen commercial
HT joins Genenta with a solid net cash position and an already profitable operating profile. In its latest filed financial
statements for fiscal year 2024, S phia HT reported3 total revenues and other operating income of approximately 6.29
million and EBITDA of approximately 0.96 million. Based on preliminary internal figures currently under finalization for fiscal
year 2025, S phia HT expects sales of approximately 8 million. Over the medium term, S phia HT currently expects
to approximately double its 2024 revenue base by 2027, while expanding its workforce from 44 employees currently to approximately 70
by 2027. Genenta expects to add value to S phia HT by providing expanded visibility, strong financial controls, and executive
management and leadership. The EBITDA expansion trajectory is structurally underpinned by a multi-year efficiency program targeting
margin growth, driven by the progressive insourcing of high-value processes, increased asset utilization, and a more disciplined
cost structure as scale builds. We believe that this operational leverage would be accelerated by Genenta's capital injection,
which enables targeted capex for capacity build-out and automation, and enhances access to high-value, institutional-grade demand channels
- compressing execution timelines and de-risking growth.
High Tech is an aerospace and defense engineering and manufacturing company, headquartered in Somma Vesuviana (Naples), Italy. Since
its founding in 2013, S phia HT has grown from a specialized engineering boutique into a recognized European aerospace
manufacturer, employing a team of more than 40 engineers, PhD researchers, and skilled technical specialists. S phia HT
focuses on the design, simulation, prototyping, manufacturing, testing, and qualification of precision mechanical components and assemblies
for space, defense, and advanced industrial applications. With over 530 advanced projects completed, S phia HT serves
leading European aerospace and defense organizations, including the European Space Agency, Italian Aerospace Agency, AVIO, Thales
Alenia Space, Leonardo, MBDA, GSSI, and D-Orbit, and also prestigious automotive brands such as Lamborghini.
transaction reflects the broader strategic transformation discussed by our CEO, Pierluigi Paracchi, in a recent episode of Economic
Security Watch, the new podcast from fDi Intelligence, a Financial Times company, where he joined Danielle Myles to
discuss Genenta's evolution from biotech into a strategic consolidator active across Italy's national security sectors. The
interview is available here: https://www.fdiintelligence.com/video/70c2aff3-7336-4496-956f-30ff7ae5c582
Science (Nasdaq: GNTA) is evolving into 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.
The name change from Genenta Science S.p.A. to Saentra Forge S.p.A. is subject to shareholder
The transaction will be subject, among other conditions, to the condition precedent relating to obtaining clearance from the Italian
Presidency of the Council of Ministers.
The historical and current financial statements of Sophia HT are unaudited.
High Tech S.r.l. is an Italian aerospace and defense engineering and manufacturing company. At its core, S phia builds the critical
mechanical components of space and defense systems - the precision parts that hold rockets together, protect satellites in orbit,
and allow aircraft to perform under extreme stress. The company covers the entire product lifecycle, from initial concept design and
computer simulation, through prototyping and manufacturing, all the way to final testing, assembly, and qualification for flight. What
sets S phia apart is its mastery of advanced manufacturing techniques - including state-of-the-art metal 3D printing (known
as Selective Laser Melting), CNC precision machining and multitasking, and the ability to work with some of the most demanding exotic
materials in the industry, including titanium, Inconel, tungsten, and specialized copper alloys. The company also conducts original materials
research - developing entirely new metallic blends tailored to the specific demands of space propulsion. Certified to the EN9100
aerospace quality standard and to ECSS-Q-ST-70-80C, the ESA specification for additive manufacturing, S phia is one of the very
few companies in Europe qualified to 3D-print flight-ready space hardware to ESA and NASA standards. With over 530 advanced projects
completed, S phia serves leading European aerospace and defense organizations, including ESA, AVIO, Thales Alenia Space, Leonardo,
MBDA, GSSI, and D-Orbit.
Information. This release includes EBITDA, which is a non-GAAP financial measure. EBITDA is defined as net loss adjusted to exclude
interest income, income tax expense, and depreciation and amortization. This non-GAAP measure is not in accordance with, or an alternative
for, measures prepared in accordance with generally accepted accounting principles (GAAP) and may be different from non-GAAP measures
used by other companies. In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles.
Genenta believes that this non-GAAP financial measure, when considered together with financial information prepared in accordance with
GAAP, can enhance investors' and analysts' ability to meaningfully compare financial results from period to period and to
forward-looking guidance, and to identify operating trends in the business. However, non-GAAP information is not superior to financial
measures calculated in accordance with GAAP, is presented for supplemental informational purposes only, has limitations as an analytical
tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.
Statements. Statements in this press release contain "forward-looking statements," within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, that are subject to substantial risks and uncertainties. All statements, other than statements
of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press
release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could,"
"estimate," "expect," "intend," "seek," "may," "might," "plan,"
"potential," "predict," "project," "suggest," "target," "aim,"
"should," "will," "would," or the negative of these words or other similar expressions, although
not all forward-looking statements contain these words. Forward-looking statements are based on Genenta's current expectations
and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict, including risks related to the transition
to Saentra Forge, ability to close the transaction with S phia High Tech, financial forecasts of S phia High Tech, and
expected use of proceeds of S phia High Tech, etc.. Further, certain forward-looking statements are based on assumptions as to
future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled
"Risk Factors" in Genenta's Annual Report on Form 20-F for the year ended December 31, 2024, and Genenta's material
disclosures on Form 6-K dated October 10, 2025, as well as other Form 6-K disclosures filed with the Securities and Exchange Commission.
Forward-looking statements contained in this announcement are made as of the date of this announcement, and Genenta undertakes no duty
to update such information except as required under applicable law.
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