United States securities and exchange commission logo





                               May 7, 2021

       Pierluigi Paracchi
       Chief Executive Officer
       Genenta Science S.r.l.
       Via Olgettina No. 58
       20132 Milan, Italy

                                                        Re: Genenta Science
S.r.l.
                                                            Amendment No.1 to
Draft Registration Statement on Form F-1
                                                            Submitted April 22,
2021
                                                            CIK No. 0001838716

       Dear Mr. Paracchi:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No.1 to Draft Registration Statement on Form F-1

       Prospectus Summary
       Research and Development Pipeline, page 3

   1.                                                   We note your response
to comment 2 and your corresponding revisions to the product
                                                        pipeline table. Please
revise the pipeline table to ensure that Phase 1/2b is reflected in the
                                                        table. Additionally,
include separate columns for Phase 1 and Phase 2 trials or tell us the
                                                        basis for your belief
that you will be able to conduct Phase 1/2 trials for all your product
                                                        candidates.
 Pierluigi Paracchi
FirstName  LastNamePierluigi Paracchi
Genenta Science  S.r.l.
Comapany
May  7, 2021NameGenenta Science S.r.l.
May 7,
Page  2 2021 Page 2
FirstName LastName
Use of Proceeds, page 70

2.       We note your revised disclosure in response to comment 6 that with the
offering proceeds
         you expect to initiate your US-based clinical trial and complete your
ongoing Temferon
         TEM-GBM 001 trial. Please revise to specify how far in the development
process for
         each indication (i.e., the clinical trial of Temferon in GMB patients
in the United
         States, ongoing Temferon TEM-GBM 001 trial, and new Temferon clinical
program) you
         estimate that the allocated proceeds from the offering will enable you
to reach. For
         example, if you will not complete Phase 1 of your clinical trial of
Temferon in GMB
         patients in the United States, please revise to so state.
Critical Accounting Policies
Quota B Valuations, page 87

3.       We note your response to comment 7 and your expectation that the
estimated offering
         price or range established will substantially exceed the fair value of
the quota underlying
         your equity issuances to employees and consultants. Once you have an
estimated offering
         price or range, please provide us with an explanation of the
differences between the recent
         valuations of your quota leading up to the IPO and the estimated
offering price with
         consideration of the conversion of quotas into ordinary shares. Please
also provide us with
         more details regarding the equity issuances you are referring to in
your response,
         including when the issuances were made. For all recent equity
issuances, please also tell
         us the purpose of the issuance, the underlying fair value used to
value the issuance, and
         the number of quotas related to the issuance.
Business
Clinical Development of Temferon in GBM
Preliminary Interim Results, page 107

4.       We note your revisions in response to comment 8. Please clarify
whether the results were
         statistically significant and the p-value used to determine
statistical significance. To the
         extent that these studies were not powered to show statistical
significance, please disclose
         the implications of conducting testing and presenting efficacy results
where the study was
         not designed to be powered for significance.
 Pierluigi Paracchi
FirstName  LastNamePierluigi Paracchi
Genenta Science  S.r.l.
Comapany
May  7, 2021NameGenenta Science S.r.l.
May 7,
Page  3 2021 Page 3
FirstName LastName
       You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kasey Robinson at 202-551-5880 or Jeffrey Gabor at 202-551-2544 with
any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:      Mitchell S. Nussbaum, Esq.