(Note: This is a public offering of 2,608,695 ordinary shares with no par value, or ordinary shares, of Genenta S.p.A., which consists of (i) an initial public offering of 1,608,695 ordinary shares in the form of American Depositary Shares, or ADSs, each representing one of our ordinary shares, which we refer to as the “ADS offering,” and (ii) a concurrent offering of 1,000,000 ordinary shares exclusively offered to existing shareholders in Italy, as a mitigant for the exclusion of pre-emptive rights as resolved by the general shareholders meeting of the company in accordance with Italian corporate law and our by-laws, which we refer to as the “Reserved Offering”.)

We are a clinical-stage biotechnology company engaged in the development of hematopoietic stem cell gene therapies for the treatment of solid tumors. We have developed a novel biologic platform which involves the ex-vivo gene transfer of a therapeutic candidate into autologous hematopoietic stem/progenitor cells (HSPCs) to deliver immunomodulatory molecules directly to the tumor by infiltrating monocytes/macrophages (Tie2 Expressing Monocytes – TEMs). Our technology is designed to turn TEMs, which normally have an affinity for and travel to tumors, into a “Trojan Horse” to counteract cancer progression and to prevent tumor relapse. Our technology is not target dependent, and therefore we believe it can be used as a treatment for a broad variety of cancers.

Our technology incorporates the use of a lentiviral vector (LVV) that combines a therapeutic transgene sequence, or payload, with our proprietary platform. Our proprietary platform consists of (i) the Tie-2 promoter, that drives transgene sequence transcription specifically in TEMs, and (ii) miRNA-126 target sequences to downregulate transgene expression post-transcription in those cells where the Tie-2 promoter is active and the miRNA-126 is present.

(Note: Genenta Science S.p.A. upsized its IPO of ADS at pricing on Dec. 14, 2021, to 2.4 million American Depositary Shares, up from 1.61 million in the prospectus, and priced the ADS at $11.50 – the mid-point of its $10.50-to-$12.50 range. Each ADS represents one ordinary share. Genenta also priced 720,114 ordinary shares, down from 1 million in the prospectus, at $11.50 each in a simultaneous offering in Italy; the ordinary shares were reserved for subscription by the company’s existing shareholders. Total proceeds from the U.S. IPO and the Italian offering were $35.88 million. The U.S. IPO alone raised $27.6 million.)