Genenta Science Enters Into Binding Offer With Sòphia High Tech For €6M Through Two Reserved Capital Increases, With The Goal Of Reaching Controlling Stake Upon The Achievement Of Defined Performance Milestones

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 entered into a binding offer with Sòphia High Tech S.r.l., (Sòphia HT) an Italian company manufacturing critical parts for Europe's space and defense programs, under which Genenta will fund Sòphia through two reserved capital increases, with the goal of reaching a controlling stake upon the achievement of defined performance milestones. The transaction with Sòphia High Tech would be completed in two phases and remains subject to confirmatory due diligence, required approvals, and definitive transaction documentation.Sòphia High Tech is an aerospace and defense engineering and manufacturing company, headquartered in Somma Vesuviana (Naples), Italy. Since its founding in 2013, Sòphia High Tech 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. Sòphia 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, Sòphia 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.Genenta expects to fund a total of EUR 6.0 million in two tranches, the second tranche being performance-driven. Sòphia High Tech is projecting growing revenues and operates with a solid net cash position, reflecting a disciplined management structure. Sòphia HT is already profitable and forecasts continued EBITDA growth in 2026, 2027 and beyond2. The funds are expected to be used for materially scaling production capacity, accelerating technological differentiation, and strengthening commercial penetration3."Our decision to pursue the acquisition of Sòphia High Tech was not driven simply by the fact that it is a great company — though it is. We are proposing to acquire it because it represents exactly the kind of irreplaceable industrial asset that Italy cannot afford to lose," said Pierluigi Paracchi, CEO of Genenta. "With a thriving small satellite industry, a national space agency investing heavily through PNRR4 funds, and aerospace primes such as MBDA and AVIO anchoring a world-class supply chain, there is growing international attention on Italian deep-tech companies capable of delivering at the highest levels of complexity and reliability. Sòphia HT is perfectly positioned for this moment — a highly specialized, nimble, and deeply technical company with proven flight heritage, growing revenue, and proprietary manufacturing know-how that cannot be replicated. But this proposed acquisition is about more than one company. It is about a model. Sòphia HT is our legacy. The people behind it — the engineers, the PhDs, the machinists who build components that fly in space — they are our patrimony. Keeping them here, growing here, winning from here — that is the mission. That is what strategic acquisition means to us.""A strong synergy was immediately established with Genenta. Through investments focused on Facilities, Certifications, and People, it will ensure, in addition to an increase in Sòphia's manufacturing activities, an ever-increasing involvement with our customers," said Antonio Caraviello, CEO of Sòphia High Tech.