Genenta Science Plans to Acquire Majority Stake in ATC

Genenta Science intends to target majority ownership in companies with established operating profitability, typically generating up to approximately EUR 5M in EBITDA. In this context, Genenta plans to adopt the new corporate name of Saentra Forge with a new Nasdaq ticker symbol of (SAEN). Saentra Forge intends to pursue a strategy by acquiring targets at private-market valuations and integrating these companies under Saentra Forge. Through this integration, the company will seek to enhance these businesses through operational upgrades, institutional-grade governance, and improved financial visibility. Execution has commenced with ATC, a defense-sector company. Genenta has entered into a binding agreement according to which it will provide funding for ATC through a series of reserved capital increases, via a performance-based and staged acquisition to support operations with the ultimate goal of owning a controlling position in ATC upon the achievement of defined performance milestones. The transaction has received the required clearance under the Golden Power regulatory framework. ATC holds UAMA and SeRNI export-control licenses, NATO qualifications, and authorization from the Italian Ministry of Defense, and its platforms are used by special-forces units and include combat-proven systems. Genenta expects to fund a total of EUR 5.1M in several performance-driven tranches. ATC is projecting revenues of approximately EUR 4M in 2026, increasing to around EUR 9M by 2027. The company operates with a solid net cash position and no outstanding bank debt, reflecting a disciplined management structure. On the profitability side, ATC forecasts EBITDA of more than EUR 2M in 2026, with management expecting EBITDA to approximately double in 2027. In addition, ATC anticipates closing 2026 with a cash balance exceeding EUR 2M, and expects to further strengthen its liquidity position by ending 2027 with cash exceeding EUR 5M. At the core of the company's strategic configuration is the Praexidia Foundation, which has become a shareholder. The Praexidia Foundation is a private law foundation bringing together figures from Italian government institutions, the defense industry, and the armed forces. The company, the foundation, and Pierluigi Paracchi, founder and CEO, have entered into a shareholders' agreement that provides for consultation rights on corporate transactions and a renewable five-year lock-up. The company expects its cash, cash equivalents, and marketable securities at December 31, 2025, to be approximately $33M, compared to $17.7M at June 30, 2025. The increase is primarily due to the company's registered direct offering with certain institutional investors.