Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
23 12월 2022 - 6:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2022
Commission
File Number: 001-41115
GENENTA
SCIENCE S.P.A.
(Translation
of registrant’s name into English)
Via
Olgettina No. 58
20132
Milan, Italy
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Other
Events
Extension
of Certain Option Exercise Periods Under the OSR License Agreement
As
previously disclosed, Genenta Science S.p.A. (the “Company”) and Ospedale San Raffaele S.r.l. (“OSR”) have entered
into a license agreement (as amended, modified and supplemented, the “OSR License Agreement”) pursuant to which OSR has granted
the Company a worldwide license, subject to certain retained rights, to certain patents, patent applications and existing know-how for
the use in the field of interferon (“IFN”) gene therapy by lentiviral based-hematopoietic stem and progenitor cell gene transfer
with respect to: (i) any lympho-hematopoietic indication; and (ii) any solid cancer indication that the Company exercises an option in
respect of pursuant to the terms of the OSR License Agreement.
In
particular, the OSR License Agreement provided the Company with exclusive options (the “Options”) that were exercisable on
or before December 23, 2022 to: (i) expand the license to include, upon the payment of specified option fees, certain alternative payloads
(rather than IFN) and/or competing products; (ii) negotiate an additional license to certain intellectual property rights developed under
the Sponsored Research Agreement the Company entered into with OSR on February 12, 2021; and (iii) convert, at no additional cost, an
option to include the second solid cancer indication as part of the field of use to an indication other than solid liver cancer (“LC”),
if the Company could not obtain regulatory approval to initiate a human clinical trial in any country with respect to solid LC on or
before December 23, 2022.
On
December 22, 2022, the Company entered into a letter agreement (the “Letter Agreement”) with OSR that extended the exercise
periods for the Options from December 23, 2022 to March 23, 2023. A copy of the Letter Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. The foregoing summary of the terms of the Letter Agreement is subject to and qualified in its entirety
by the complete text of such document.
OSR
owns more than 5% of the Company’s outstanding ordinary shares and the Company has entered into certain other agreements with OSR.
For additional information, see “Item 7. Major Shareholders and Related Party Transactions” in the Company’s Annual
Report on Form 20-F filed with the Securities and Exchange Commission on May 2, 2022, which is incorporated herein by reference.
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
GENENTA SCIENCE S.P.A. |
|
|
|
By: |
/s/
Richard B. Slansky |
|
Name: |
Richard B. Slansky |
|
Title: |
Chief Financial Officer |
Dated:
December 22, 2022
Genenta Science (NASDAQ:GNTA)
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Genenta Science (NASDAQ:GNTA)
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