The audited figures predate the transformation
The financial statements above end on 31 December 2025. They do not include A.T.C. (acquired 29 May 2026), Sòphia High Tech (19.9% held), the 24,625,838 shares issued on 29 May 2026, or any 2026 result. No 2026 financial statements appear in the filings reviewed. The 20-F’s risk factors also state: “We have never attempted a strategic transformation of this type.” 20-F 6-K, May 29, 2026
Funding and going-concern language
The 20-F states that “the future viability of the Company is dependent on its ability to raise additional capital to finance its operations, and/or generate positive cash flows from its proposed acquisitions” and that an inability to raise capital “could have a negative impact on its financial condition and ability to continue as a going concern”. It gives two horizons: cash “will be sufficient to fund current planned operations and capital expenditure requirements for at least the next twelve months” (notes) and “at least until December 2027” (MD&A). 20-F
A disputed convertible bond
In March 2025 the company agreed a €20 million mandatory convertible bond with Fondazione Enea Tech Biomedical (ETB). €7.5 million was issued on 19 March 2025 and is carried at a fair value of €7,603,000. On 27 January 2026 the company began proceedings in the Court of Milan seeking, among other things, a declaration that the agreement is null and void and damages; the 20-F says the outcome “cannot be predicted”. The 20-F describes a second tranche of €12.5 million “to be issued by September 19, 2026” subject to conditions precedent. No 6-K reviewed reports it as issued. Tranche 1 converts mandatorily at maturity (19 March 2028) or earlier on specified conditions, priced 55% on the 90-day volume-weighted ADS price and 45% on a fair value set by a third party, with a conversion price cap of USD 17.64 per share and a cap of 29% of share capital. Interest is 6% a year if paid in shares, which the board resolved on 4 June 2025 to do, or 4% if paid in cash. 20-F
Dilution and open capital authority
24,625,838 new shares were issued on 29 May 2026, against 23,591,020 outstanding after the 28 January ATM sale. Added together that is 48,216,858 shares: arithmetic on two filed figures, not a reported count, and it ignores any other issuance since January. The new shares are about 51% of that derived total. At 31 December 2025 about $26.4 million remained available under the ATM program and about $86.0 million under the shelf registration. On 29 July 2026 shareholders gave the board five-year authority to increase capital by up to €300 million, issue up to 120,000,000 new ordinary shares (subject to reverse-split adjustment) and issue convertible bonds within the same amount. On 29 June 2026 they also authorized purchases of treasury shares for 18 months, up to 30% of share capital. 6-K, May 29, 2026 20-F 6-K, Jul 31, 2026 6-K, Jul 1, 2026
The A.T.C. sellers’ put option
From the third to the fifth anniversary of issuance, each seller may sell their shares to the company at the floor price if the three-month volume-weighted price is more than 30% below €0.39. On exercise the company may buy directly, designate a third-party buyer, or run a search for one, to be completed within three months. Derived from the filed terms: 24,625,838 shares at €0.39 less 30% (€0.273) is about €6.7 million, the exposure if the company bought every share itself. 6-K, May 29, 2026
Control and voting rights
The 20-F says the CEO, directors and holders of more than 5% “currently own approximately 25% of our ordinary shares and approximately 58% of the voting power due to the Company’s loyalty share program”. Its beneficial ownership table shows Pierluigi Paracchi at 10.31% of shares and 24.11% of votes and San Raffaele Hospital at 8.04% and 20.10%. Those figures predate the May 2026 issuance, and the A.T.C. sellers waived enhanced voting rights for 36 months. A five-year shareholders’ agreement with the CEO and Fondazione Praexidia, automatically renewable for further five-year periods, provides for consultation on Golden Power transactions and a lock-up on their shares. 20-F 6-K, Jan 27, 2026 6-K, May 29, 2026
Litigation over the 2024 and 2025 resolutions
Minority shareholders served a claim on 18 March 2026 challenging the 2 May 2024 loyalty-share resolution (up to ten votes per share after ten years) and the 29 October 2025 corporate-purpose resolution. The Court of Milan suspended the purpose amendment on 12 June 2026 and revoked that suspension on 9 July 2026; the 6-K says the order “relates solely to the preliminary injunctive relief” and that the underlying action “remains pending”. 20-F 6-K, Jun 26, 2026 6-K, Jul 14, 2026
Nasdaq listing and a possible reverse split
Nasdaq notified the company on 10 April 2026 that the ADS bid price was below $1.00, and confirmed compliance on 15 June 2026. Shareholders have authorized a reverse split of 1-for-10 to 1-for-20 at the board’s discretion within 12 months of 29 July 2026, which the 6-K says is “intended to assist the Company in maintaining compliance with Nasdaq’s minimum bid price requirement”. This page shows no share price. 6-K, Apr 14, 2026 6-K, Jun 16, 2026 6-K, Jul 31, 2026
Cell-therapy programs and disputes
The company has discontinued TEM-GU, given notice terminating its license with Ospedale San Raffaele, and says it does not plan material further clinical spending without a partner or external financing. The 20-F says its rights to the intellectual property underlying its technology “derive solely from” that license; San Raffaele is also a shareholder. The company is in litigation with AGC Biologics S.p.A.: in September 2025 it asked the Court of Milan to declare the Master Service Agreement null or terminated, and the 20-F says the exclusive GMP suite agreement “has since been terminated” and “the parties are currently involved in a legal dispute”. AGC claims €1,554,484 in the initial proceedings and invoices totaling €2,402,385; a hearing was set for 3 June 2026 and no later filing reviewed reports an outcome. 20-F 6-K, May 19, 2026 6-K, Sep 2, 2026
Management and related parties
The CEO signed a severance (“Parachute”) agreement on 19 June 2026: on qualifying termination, twelve months of gross remuneration plus his target annual bonus opportunity, up to 40% of annual gross remuneration. The CFO became a consultant on 1 June 2026 and remains principal financial and accounting officer; on 28 April 2026 the board decided to close the US subsidiary, with closure expected to be substantially complete by 31 July 2026, and no later filing confirms it. Pierluigi Paracchi is Chairman, CEO and General Manager, Chairman of Praexidia Foundation and Praexidia Industrie Strategiche, and a board member of A.T.C.; he donated 3,000 of his ADSs to the Foundation before the shareholders’ agreement; the company’s Sòphia page lists him as a Sòphia board member. Lexia, the company’s Italian counsel, was appointed in June 2025 as its legal services provider; the CEO’s brother, Giacomoantonio Paracchi, is a partner of Lexia and was a director appointed on 29 October 2025, and is not among the directors appointed on 29 June 2026; director Francesco Dagnino is Managing Partner at LEXIA. 6-K, Jun 24, 2026 6-K, Apr 28, 2026 6-K, Jul 1, 2026 6-K, Jan 27, 2026 6-K, Oct 10, 2025 6-K, Oct 28, 2025 6-K, Nov 4, 2025
The name and ticker have not changed
The proposed change to Saentra Forge S.p.A. (ticker SAEN, per the January release) is not in effect. The March meeting was revoked, and the July and September meetings did not vote on it. It is on the agenda of a reconvened extraordinary meeting on 8 October 2026 at 5:00 p.m. CET. 6-K, Jan 27, 2026 6-K, Mar 24, 2026 6-K, Sep 11, 2026
