AZTR Documents déposés auprès de la SEC - Azitra, Inc.- Rapport annuel, procuration, prospectus

Statistiques de base

CIK

1701478

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Azitra, Inc.

SEC Filings (Chronological Order)

Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.

August 29, 2025	EX-4.11	PRE-FUNDED COMMON STOCK PURCHASE WARRANT AZITRA, INC. Exhibit 4.11 PRE-FUNDED COMMON STOCK PURCHASE WARRANT AZITRA, INC. Warrant Shares: Initial Exercise Date: September , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her
August 29, 2025	EX-1.1	PLACEMENT AGENCY AGREEMENT Exhibit 1.1 PLACEMENT AGENCY AGREEMENT September, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Azitra Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of shares (the “Shares”) of the Company’s common stock $0.0001 par value per share (the “Common St
August 29, 2025	EX-FILING FEES	Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stoc
August 29, 2025	EX-10.1	MODIFICATION AGREEMENT Exhibit 10.1 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Modification Agreement”) is made and entered into effective as of August 26, 2025 (the “Effective Date”), by and between AZITRA, INC., a Delaware corporation (“Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (“Investor”). Recitals A. Company and Investor are parties to a Purchase Agreement dated as of April 24,
August 29, 2025	EX-4.12	PLACEMENT AGENT’S PURCHASE WARRANT AZITRA, INC. Exhibit 4.12 PLACEMENT AGENT’S PURCHASE WARRANT AZITRA, INC. Warrant Shares: Initial Exercise Date: []1 Issue Date: [] This PLACEMENT AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to a
August 29, 2025	EX-10.15	SECURITIES PURCHASE AGREEMENT Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 2025, between Azitra, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth
August 29, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 AZITRA, INC. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 AZITRA, INC.
August 29, 2025	S-1	As filed with the U.S. Securities and Exchange Commission on August 29, 2025. As filed with the U.S. Securities and Exchange Commission on August 29, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organization) (Primar
August 20, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 20, 2025 Date of Report (date of earliest event reported) AZITRA, INC. (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 20, 2025 Date of Report (date of earliest event reported) AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41705 46-4478536 (State or other jurisdiction of incorporation or organization) (Commis
August 20, 2025	EX-3.1	CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AZITRA, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA, INC. Azitra, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: 1. That the amended and restated certificate of incorporation of the Corporation is hereby amended by deleting the provis
August 11, 2025	EX-99.1	Azitra, Inc. Announces Q2 2025 Results and Provides Business Updates Exhibit 99.1 Azitra, Inc. Announces Q2 2025 Results and Provides Business Updates BRANFORD, Conn. – August 11, 2025 — Azitra, Inc. (“Azitra”) (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the quarter ended June 30, 2025, and provided a business update. Q2 2025 and Recent B
August 11, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name of reg
August 11, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2025 Date of Report (date of earliest event reported) AZITRA, INC. (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2025 Date of Report (date of earliest event reported) AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41705 (Commission File N
July 24, 2025	424B3	Up to 2,245,968 Shares of Common Stock Underlying the Warrants Filed Pursuant to Rule 424(b)(3) Registration No. 333-288766 PROSPECTUS Up to 2,245,968 Shares of Common Stock Underlying the Warrants This prospectus relates to the offering and resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 2,245,968 shares (the “Warrant Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”) issuable upon exerci
July 18, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Share(3) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity
July 18, 2025	S-1	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificat
July 3, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 AZITRA, INC.
July 3, 2025	EX-3.1	Certificate of Amendment filed with the Delaware Secretary of State on July 3, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA, INC. Azitra, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: The name of the Corporation is Azitra, Inc. SECOND: The Board of Directors of the Corporation, acting in ac
June 23, 2025	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 AZITRA, INC.
June 18, 2025	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 AZITRA, INC.
June 18, 2025	EX-99.1	AZITRA, INC. 21 Business Park Drive Branford, Connecticut 06405 (203) 646-6446 SUPPLEMENT TO PROXY STATEMENT RELATED TO ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 23, 2025 Exhibit 99.1 AZITRA, INC. 21 Business Park Drive Branford, Connecticut 06405 (203) 646-6446 SUPPLEMENT TO PROXY STATEMENT RELATED TO ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 23, 2025 This proxy statement supplement, dated June 18, 2025 (this “Supplement”), amends and supplements the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by Azitra, Inc. (the “Company”) wi
June 18, 2025	DEFA14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
June 17, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 AZITRA, INC. (Exact na UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 AZITRA, INC.
June 17, 2025	EX-99.1	Azitra Reports Promising Safety Data from Phase 1b Trial in Netherton Syndrome Exhibit 99.1 Azitra Reports Promising Safety Data from Phase 1b Trial in Netherton Syndrome ● Drug candidate ATR12-351 has been generally safe and well-tolerated with occasional, transient, mild to moderate symptoms at application site ● Trial is 50% enrolled; six patients have received ATR12-351, a live precision dermatology therapeutic candidate ● Azitra presenting at the 2025 BIO International
May 29, 2025	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
May 19, 2025	PRE 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
May 13, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 AZITRA, INC. (Exact na UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 AZITRA, INC.
May 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTIO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name of re
May 13, 2025	EX-99.1	Azitra, Inc. Announces Q1 2025 Results and Provides Business Updates Exhibit 99.1 Azitra, Inc. Announces Q1 2025 Results and Provides Business Updates BRANFORD, Conn. – May 13, 2025 — Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the quarter ended March 31, 2025, and provided a business update. Q1 2025 and Recent Business Highl
May 2, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 AZITRA, INC. (Exact nam UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 AZITRA, INC.
May 2, 2025	424B5	Up to 66,889,632 Shares of Common Stock Up to 6,688,963 Shares of Common Stock Underlying the Warrants Filed Pursuant to Rule 424(b)(5) Registration No. 333-286809 PROSPECTUS Up to 66,889,632 Shares of Common Stock Up to 6,688,963 Shares of Common Stock Underlying the Warrants This prospectus relates to the offering and resale by Alumni Capital LP (“Alumni Capital” or the “Selling Stockholder”) of up to 66,889,632 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “Common S
April 30, 2025	CORRESP	Azitra, Inc. 21 Business Park Drive, Suite 6 Branford, CT 06405 April 30, 2025 Azitra, Inc. 21 Business Park Drive, Suite 6 Branford, CT 06405 April 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Re: Azitra, Inc. Registration Statement on Form S-1 SEC File No. 333-286809 Request for Acceleration To whom it may concern: Pursuant to Rule 461 of Regulation C of the Genera
April 28, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit(4) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock (2) Rule
April 28, 2025	S-1	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificat
April 24, 2025	EX-10.1	Form of Securities Purchase Agreement Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of April 24, 2025 (the “Execution Date”), is entered into by and between AZITRA, INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the
April 24, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 AZITRA, INC. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 AZITRA, INC.
April 24, 2025	EX-4.1	Form of Warrant, dated April 24, 2025 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
April 24, 2025	EX-99.1	Azitra Announces Share Purchase Agreement for up to $20 Million in Partnership with Alumni Capital to Fund Clinical Pipeline Exhibit 99.1 Azitra Announces Share Purchase Agreement for up to $20 Million in Partnership with Alumni Capital to Fund Clinical Pipeline BRANFORD, Conn. – April 24, 2025 — Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced that it has entered into a share purchase agreement (SPA) with
April 7, 2025	CORRESP	* * * Daniel K. Donahue 949.732.6557 949.732.6501 (Fax) [email protected] April 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Azitra, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 24, 2025 SEC File No. 001-41705 Ladies and Gentlemen: This letter is submitted on behalf o
February 24, 2025	EX-99.1	Condensed Statement of Operations Exhibit 99.1 Azitra, Inc. Announces Full Year 2024 Financial Results and Provides Business Updates BRANFORD, Conn. – February 24, 2025 — Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the full year ended December 31, 2024, and provided a business update. FY 202
February 24, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name of registr
February 24, 2025	EX-19.1	Azitra, Inc. Insider Trading Policy AZITRA, INC. All Employee, Officer, Director and Consultant Insider Trading Policy (As of May 15, 2023) To all Employees, Officers, Directors and Consultants of Azitra, Inc. and all Subsidiaries of Azitra, Inc. Re: Statement of Policies on Trading in Securities Dear Employee, Officer, Director and/or Consultant: Attached is a copy of the Statement of Policies on Trading in Securities of Azitra, In
February 24, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 AZITRA, INC. (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 AZITRA, INC.
February 20, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 AZITRA, INC. (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41705 46-4478536 (State or other jurisdiction of incorporation) (Commission File Num
February 6, 2025	EX-4.1	Form of Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
February 6, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 AZITRA, INC. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41705 46-4478536 (State or other jurisdiction of incorporation) (Commission File Numb
February 6, 2025	EX-10.1	Form of Letter Agreement Exhibit 10.1 AZITRA, INC. February 6, 2025 Re: Letter Agreement Dear Purchaser: Reference is made to that certain Amended and Restated Securities Purchase Agreement, dated as of February [ ], 2025 (the “A&R Securities Purchase Agreement”), by and between Azitra, Inc. (the “Company”) and the undersigned purchaser. The A&R Securities Purchase Agreement amended that certain Securities Purchase Agreem
February 6, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 AZITRA, INC. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41705 46-4478536 (State or other jurisdiction of incorporation) (Commission File Numb
February 6, 2025	EX-10.2	Form of Amended and Restated Securities Purchase Agreement Exhibit 10.2 Amended and restated SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2025, and amend and that certain Securities Purchase Agreement Dated February 4, 2025, between Azitra, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its succ
February 6, 2025	EX-10.1	Placement Agency Agreement Exhibit 10.1 PLACEMENT AGENCY AGREEMENT February 4, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Azitra Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $929,995.05 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the
February 6, 2025	EX-99.1	Azitra Announces Pricing of $930.0 Thousand Registered Direct Offering of Common Stock Exhibit 99.1 Azitra Announces Pricing of $930.0 Thousand Registered Direct Offering of Common Stock BRANFORD, Conn., Feb. 4, 2025 /PRNewswire/ - Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced that it has entered into a securities purchase agreement with certain institutional invest
February 5, 2025	424B5	3,339,300 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-280648 Prospectus Supplement (To the Prospectus dated July 8, 2024) 3,339,300 Shares of Common Stock We are offering shares of our common stock, par value $0.0001 per share (“common stock”) pursuant to this prospectus supplement and the accompanying base prospectus in a registered direct offering. The purchase price for each share of common sto
January 16, 2025	EX-99.2	Azitra Announces Pricing of $1.5 Million Public Offering of Common Stock EXHIBIT 99.2 Azitra Announces Pricing of $1.5 Million Public Offering of Common Stock BRANFORD, Conn., Jan. 15, 2025 /PRNewswire/ — Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced the pricing of its previously announced public offering of 4,857,780 shares of common stock at a public
January 16, 2025	EX-10.2	Form of Securities Purchase Agreement EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2025, between Azitra, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort
January 16, 2025	EX-4.1	Form of Placement Agent Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
January 16, 2025	EX-99.1	Azitra Announces Proposed Public Offering of Common Stock EXHIBIT 99.1 Azitra Announces Proposed Public Offering of Common Stock BRANFORD, Conn., Jan. 14, 2025 /PRNewswire/ — Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced that it has commenced a public offering of shares of its common stock (or pre-funded warrants in lieu thereof). All of
January 16, 2025	424B5	4,857,780 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-280648 Prospectus Supplement (To the Prospectus dated July 8, 2024) 4,857,780 Shares of Common Stock We are offering shares of our common stock, par value $0.0001 per share (“common stock”) pursuant to this prospectus supplement and the accompanying base prospectus in a registered public offering. The purchase price for each share of common sto
January 16, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41705 46-4478536 (State or other jurisdiction of incorporation) (Commission File Numb
January 16, 2025	EX-10.1	Placement Agency Agreement EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT January 14, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Azitra Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $1,457,334.00 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (th
January 14, 2025	DEFA14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro
January 14, 2025	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro
January 14, 2025	424B3	SUBJECT TO COMPLETION, DATED January 14, 2025 Filed Pursuant to Rule 424(b)(3) Registration No. 333-280648 The information in this prospectus is not complete and may be change. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, nor are they soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED January 1
January 3, 2025	PRE 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro
November 26, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 AZITRA, INC.
November 14, 2024	SC 13G/A	AZTR / Azitra, Inc. / LYTTON LAURENCE W Passive Investment SC 13G/A 1 aztr13ga4.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Azitra, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 05479L104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa
November 14, 2024	SC 13G/A	AZTR / Azitra, Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment SC 13G/A 1 tm2428264d4sc13ga.htm SC 13G/A CUSIP No: 05479L203 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Azitra, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of S
November 13, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 AZITRA, INC.
November 13, 2024	EX-99.1	Condensed Statement of Operations Exhibit 99.1 Azitra, Inc. Announces Q3 2024 Financial Results and Provides Business Updates BRANFORD, Conn. — Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the three months ended September 30, 2024 and provided a business update. Q3 2024 and Recent Business Hi
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name o
November 6, 2024	SC 13G/A	AZTR / Azitra, Inc. / BAYER HEALTHCARE LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2427363d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Azitra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the
October 9, 2024	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
August 12, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 AZITRA, INC. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 AZITRA, INC.
August 12, 2024	EX-3	Amendment to Second Amended and Restated Bylaws of the Registrant Exhibit 3.3 Amendment No. 1 to Second Amended and Restated Bylaws Of Azitra, Inc. (Adopted on August 8, 2024) Section 1.5 of the Second Amended and Restated Bylaws of Azitra, Inc. is deleted in its entirety and replaced with the following: “Section 1.5 Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the prese
August 12, 2024	EX-99.1	Condensed Statement of Operations Exhibit 99.1 Azitra, Inc. Announces Q2 2024 Financial Results and Provides Business Updates BRANFORD, Conn. — Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the three months ended June 30, 2024, and provided a business update. Q2 2024 and Recent Business Highli
August 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name of reg
August 2, 2024	SC 13D/A	AZTR / Azitra, Inc. / Bios Equity Partners, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/a Under the Securities Exchange Act of 1934 (Amendment No. 1)* Azitra Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L104 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (817) 984-9197 Polsinelli PC 1401 Eye Street
August 1, 2024	SC 13G	AZTR / Azitra, Inc. / CVI Investments, Inc. - SC 13G Passive Investment CUSIP No: 05479L203 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Azitra, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 05479L203 (CUSIP Number) July 24
July 29, 2024	SC 13G	AZTR / Azitra, Inc. / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment SC 13G 1 l1cap13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Azitra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L203 (CUSIP Number) July 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua
July 26, 2024	EX-4.2	Form of Placement Agent Warrant Exhibit 4.2 PLACEMENT AGENT’S PURCHASE WARRANT AZITRA, INC. Warrant Shares: 266,600 Initial Exercise Date: January 23, 2025 Issue Date: July 25, 2024 This PLACEMENT AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for
July 26, 2024	EX-4.3	Warrant Agent Agreement dated July 25, 2025 between the Company and VStock Transfer LLC Exhibit 4.3 Warrant Agent Agreement This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of July 23, 2024 is by and between Azitra, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, the Company is selling in a public offering up to (i) 6,665,000 units (the “Units”), with each Unit consisting of (x) one (1) share of common stock, par
July 26, 2024	EX-1.1	Placement Agency Agreement dated July 23, 2024 between the Company and Maxim Group LLC Exhibit 1.1 PLACEMENT AGENCY AGREEMENT July 23, 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Azitra Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $10,000,000 of registered units (the “Units”) of the Company, each Unit consisting of either (a)(i) on
July 26, 2024	EX-10.1	Form of Securities Purchase Agreement between the Company and Maxim Group LLC Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2024, between Azitra, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i
July 26, 2024	EX-99.1	Azitra, Inc. Announces Pricing of $10.0 Million Public Offering Exhibit 99.1 Azitra, Inc. Announces Pricing of $10.0 Million Public Offering BRANFORD, Conn., July 23, 2024-(BUSINESS WIRE)-Azitra, Inc. (NYSE American: AZTR) (“Company”), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced the pricing of a public offering of an aggregate of 6,665,000 shares of its common stock, and Class
July 26, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 AZITRA, INC. (Exact n UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 AZITRA, INC.
July 26, 2024	EX-4.1	Form of Class A Warrant Exhibit 4.1 FORM OF CLASS A COMMON STOCK PURCHASE WARRANT AZITRA, INC. Warrant Shares: Issue Date: July 25, 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, . or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “In
July 26, 2024	EX-99.2	Azitra, Inc. Announces Closing of $10.0 Million Public Offering Exhibit 99.2 Azitra, Inc. Announces Closing of $10.0 Million Public Offering BRANFORD, Conn., July 25, 2024-(BUSINESS WIRE)-Azitra, Inc. (NYSE American: AZTR) (“Company”), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced the closing of its previously announced public offering of an aggregate of 6,665,000 shares of its
July 25, 2024	424B5	6,665,000 Units Each Unit consisting of one Share of Common Stock and Two Class A Warrants each to Purchase One Share of Common Stock 13,330,000 Shares of Common Stock Underlying the Class A Warrants 266,600 Placement Agent Warrants to Purchase Share Filed Pursuant to Rule 424(b)(5) Registration No. 333-280806 6,665,000 Units Each Unit consisting of one Share of Common Stock and Two Class A Warrants each to Purchase One Share of Common Stock 13,330,000 Shares of Common Stock Underlying the Class A Warrants 266,600 Placement Agent Warrants to Purchase Shares of Common Stock 266,6600 Shares of Common Stock Underlying the Placement Agent Warrants
July 23, 2024	CORRESP	July 23, 2024 July 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Azitra, Inc. Registration Statement on Form S-1, as amended File No. 333-280806 Ladies and Gentlemen: As the placement agent of the proposed offering of Azitra, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-ref
July 23, 2024	CORRESP	July 23, 2024 July 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky, Esq. Re: Azitra, Inc Registration Statement on Form S-1 File No. 333-280806 Acceleration Request Requested Date: Tuesday, July 23, 2024 Requested Time: 5:30 p.m., Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Secur
July 19, 2024	S-1/A	As filed with the U.S. Securities and Exchange Commission on July 19, 2024. As filed with the U.S. Securities and Exchange Commission on July 19, 2024. Registration No. 333-280806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation o
July 15, 2024	EX-10.7	Form of Securities Purchase Agreement to be entered into by the Registrant in this offering Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Azitra, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this
July 15, 2024	EX-1.1	Form of Placement Agent Agreement Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [ ], 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Azitra Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered units (the “Units”) of the Company, each Unit consisting of either (a)(i) one share (th
July 15, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fe
July 15, 2024	FWP	FWP
July 15, 2024	S-1	As filed with the U.S. Securities and Exchange Commission on July 15, 2024. As filed with the U.S. Securities and Exchange Commission on July 15, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organization) (Primary
July 15, 2024	EX-4.9	Form of Warrant Agent Agreement to be entered into in connection with this offering between the Registrant and VStock Transfer, LLC Exhibit 4.9 Warrant Agent Agreement This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2024 is by and between Azitra, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, the Company is selling in a public offering up to (i) [ ] units (the “Units”), with each Unit consisting of (x) one (1) share of common stock, par value $0.0
July 15, 2024	EX-4.8	Form of Placement agent’s warrant to be issued in this offering Exhibit 4.8 PLACEMENT AGENT’S PURCHASE WARRANT AZITRA, INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [] This PLACEMENT AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to abo
July 15, 2024	EX-4.7	Form of Pre-Funded Common Warrant to be issued in this offering Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT AZITRA, INC. Warrant Shares: [ Initial Exercise Date: [, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the
July 15, 2024	EX-4.6	Form of Class A Warrant to be issued in this offering. Exhibit 4.6 CLASS A COMMON STOCK PURCHASE WARRANT AZITRA, INC. Warrant Shares: [ Issue Date: [ ], 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exerci
July 5, 2024	S-3/A	As filed with the Securities and Exchange Commission on July 5, 2024 As filed with the Securities and Exchange Commission on July 5, 2024 Registration No.
July 5, 2024	CORRESP	July 5, 2024 July 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky, Esq. Re: Azitra, Inc Registration Statement on Form S-3 File No. 333-280648 Acceleration Request Requested Date: Monday, July 8, 2024 Requested Time: 5:00 p.m., Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securiti
July 5, 2024	EX-4.3	Form of Subordinated Indenture Exhibit 4.3 AZITRA, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplic
July 3, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 AZITRA, INC.
July 1, 2024	EX-4.4	Form of Senior Note Exhibit 4.4 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
July 1, 2024	EX-4.5	Form of Subordinated Note Exhibit 4.5 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
July 1, 2024	EX-3.3	Certificate of Amendment dated June 27, 2024 to Amended and Restated Certificate of Incorporation Exhibit 3.3 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA, INC. Azitra, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: 1. That the certificate of incorporation of the Corporation is hereby amended by inserting the following at the end of Articl
July 1, 2024	EX-4.2	Form of Senior Indenture Exhibit 4.2 AZITRA, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplicable 3
July 1, 2024	S-3	As filed with the Securities and Exchange Commission on July 1, 2024 As filed with the Securities and Exchange Commission on July 1, 2024 Registration No.
July 1, 2024	EX-FILING FEES	Calculation of Filing Fee Tables Form S-3 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry
June 14, 2024	DRS	As confidentially submitted to the U.S. Securities and Exchange Commission on June 14, 2024. As confidentially submitted to the U.S. Securities and Exchange Commission on June 14, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organi
June 3, 2024	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro
May 24, 2024	PRE 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro
May 9, 2024	EX-99.1	Condensed Consolidated Statement of Operations Exhibit 99.1 Azitra, Inc. Announces Q1 2024 Financial Results and Provides Business Updates BRANFORD, Conn. — Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the three months ended March 31, 2024, and provided a business update. Q1 2024 and Recent Business Highl
May 9, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 AZITRA, INC.
May 9, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTIO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name of re
April 29, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41705 Azitra, Inc.
March 15, 2024	EX-4.5	Description of Capital Stock Exhibit 4.5 DESCRIPTION OF THE CAPITAL STOCK Azitra, Inc. (“Company”, “we”, “us” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, namely our common stock, par value $0.0001 per share. The following is a summary of the rights of our common and of certain provisions of our Second Amended and Restated Certificate of Incorporation (
March 15, 2024	EX-99.1	Condensed Consolidated Statement of Operations Exhibit 99.1 Azitra, Inc. Announces Full Year 2023 Financial Results and Provides Business Updates BRANFORD, Conn.—(BUSINESS WIRE)—Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the full year ended December 31, 2023, and provided a business update. FY 2023 and
March 15, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41705 Azitra, Inc. (Exact name of reg
March 15, 2024	EX-97.1	Azitra, Inc. Executive Officer Clawback Policy Exhibit 97.1 AZITRA, INC. Executive Officer Clawback Policy Approved by the Board of Directors on October 18, 2023 (the “Adoption Date”) I. Purpose This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of Azitra, Inc., a Delaware corporation and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarde
March 15, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 AZITRA, INC.
February 27, 2024	SC 13G	AZTR / Azitra, Inc. / LYTTON LAURENCE W Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Azitra, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 05479L104 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh
February 26, 2024	EX-99.1	Joint Filing Agreement, dated as of February 26, 2024, by and between Alpha 18 Inc. and Noam Dunsky. EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, par value $0.0001 per share, of Azitra, Inc., a Delaware corporation, and further
February 26, 2024	SC 13G	AZTR / Azitra, Inc. / Alpha 18 Inc. Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AZITRA, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L104 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d
February 26, 2024	SC 13G/A	AZTR / Azitra, Inc. / Alpha 18 Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AZITRA, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L104 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs
February 15, 2024	424B5	The date of this prospectus is February 13, 2024. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-276598 16,667,000 Shares Common Stock Azitra, Inc. This is a firm commitment public offering of 16,667,000 shares of common stock, par value $0.0001 per share, of Azitra, Inc. The public offering price is $0.30 per share. Our common stock is listed on the NYSE American, under the symbol “AZTR.” On February 13, 2024, the closing sale of our comm
February 14, 2024	EX-99.1	Azitra, Inc. Announces Pricing of Public Offering Exhibit 99.1 Azitra, Inc. Announces Pricing of Public Offering BRANFORD, Conn. — Feb. 13, 2024 — Azitra, Inc. (NYSE American: AZTR) (“Company”), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced the pricing of an underwritten public offering of 16,667,000 shares of common stock. Each share of common stock is being sold
February 14, 2024	EX-1.1	Form of Representative’s Warrant dated February 13, 2024 issued to ThinkEquity LLC. Exhibit 1.1 UNDERWRITING AGREEMENT between AZITRA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters AZITRA, INC. UNDERWRITING AGREEMENT New York, New York February 13, 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, Azitra, Inc., a corporat
February 14, 2024	8-K	Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 AZITRA, INC.
February 12, 2024	SC 13G	AZTR / Azitra, Inc. / BAYER HEALTHCARE LLC - SC 13G Passive Investment SC 13G 1 tm245588d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Azitra, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr
February 9, 2024	CORRESP	February 9, 2024 February 9, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. Re: Azitra, Inc Registration Statement on Form S-1 File No. 333-276598 Acceleration Request Requested Date: Tuesday, February 13, 2024 Requested Time: 5:00 p.m., Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under t
February 9, 2024	CORRESP	February 9, 2024 February 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.
January 19, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fee
January 19, 2024	S-1	As filed with the U.S. Securities and Exchange Commission on January 19, 2024 As filed with the U.S. Securities and Exchange Commission on January 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organization) (Primar
January 19, 2024	EX-10.4	Executive Employment Agreement dated July 5, 2023 between the Registrant and Travis Whitfill. Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of July 5, 2023 (this “Agreement”) between Azitra Inc. (the “Company”), a Delaware corporation, and Travis Whitfill (the “Executive”) (the Company and the Executive collectively, the “Parties”). Background: The Parties desire to enter into this Agreement to provide for the employment of the Executive by the Company and to govern t
January 19, 2024	EX-4.4	Form of Pre-Funded Common Stock Purchase Warrant Exhibit 4.4 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Azitra, Inc. Warrant Shares: Issue Date: January , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until t
January 19, 2024	FWP	FWP
January 4, 2024	EX-10.4	EMPLOYMENT AGREEMENT Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of July 5, 2023 (this “Agreement”) between Azitra Inc. (the “Company”), a Delaware corporation, and Travis Whitfill (the “Executive”) (the Company and the Executive collectively, the “Parties”). Background: The Parties desire to enter into this Agreement to provide for the employment of the Executive by the Company and to govern t
January 4, 2024	DRS	As confidentially submitted to the U.S. Securities and Exchange Commission on January 4, 2024 As confidentially submitted to the U.S. Securities and Exchange Commission on January 4, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organ
December 4, 2023	S-8	As filed with the Securities and Exchange Commission on December 4, 2023 As filed with the Securities and Exchange Commission on December 4, 2023 Registration No.
December 4, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit (b) Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common sto
November 14, 2023	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 AZITRA, INC.
November 14, 2023	EX-99.1	Condensed Consolidated Statement of Operations Exhibit 99.1 Azitra, Inc. Announces Third Quarter 2023 Financial Results and Business Updates BRANFORD, Conn. — Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the third quarter ended September 30, 2023. Q3 and Recent Business Highlights ● Advanced its pipeline
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41705 Azitra, Inc. (Exact name o
August 14, 2023	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 AZITRA, INC.
August 14, 2023	EX-99.1	Azitra, Inc. Announces Second Quarter 2023 Financial Results and Business Updates Exhibit 99.1 Azitra, Inc. Announces Second Quarter 2023 Financial Results and Business Updates BRANFORD, Conn., August 14, 2023 - Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today reported financial results for the second quarter ended June 30, 2023. Francisco Salva, Chief Executive Officer of
August 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41705 Azitra, Inc. (Exact
July 11, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 AZITRA, INC. (Exact na UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 AZITRA, INC.
July 7, 2023	EX-99.1	Azitra Inc.’s July 2023 Corporate Presentation Exhibit 99.1
July 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 AZITRA, INC. (Exact na UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 AZITRA, INC.
July 3, 2023	SC 13D	AZTR / Azitra Inc / Bios Equity Partners, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Azitra Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 05479L104 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (817) 984-9197 Polsinelli PC 1401 Eye Street NW, Suite 800 Washin
July 3, 2023	EX-1	Joint Filing Agreement Exhibit 1 CUSIP No: 05479L104 Page 1 of 7 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Azitra Inc.
June 21, 2023	EX-3.2	Amended and Restated Bylaws of the Registrant Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF AZITRA, INC. ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors (the “Board of Di
June 21, 2023	EX-99.1	Azitra, Inc. Announces Pricing of Initial Public Offering Exhibit 99.1 Azitra, Inc. Announces Pricing of Initial Public Offering BRANFORD, Conn., June 15, 2023 /PRNewswire/ - Azitra, Inc. (NYSE American: AZTR) (the “Company”), a biopharmaceutical company focused on developing innovative therapies for precision dermatology using engineered proteins and topical live biotherapeutic products, today announced the pricing of its initial public offering of 1,50
June 21, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 AZITRA, INC. (Exact n UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 AZITRA, INC.
June 21, 2023	EX-99.2	Azitra, Inc. Announces Closing of Initial Public Offering Exhibit 99.2 Azitra, Inc. Announces Closing of Initial Public Offering BRANFORD, Conn., June 21, 2023 /PRNewswire/ - Azitra, Inc. (NYSE American: AZTR) (the “Company”), a biopharmaceutical company focused on developing innovative therapies for precision dermatology using engineered proteins and topical live biotherapeutic products, today announced the closing of its initial public offering of 1,50
June 21, 2023	EX-3.1	Second Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA, INC. Azitra, Inc., a Delaware corporation, does hereby certify as follows: FIRST: The name of the corporation is Azitra, Inc. (the “Corporation”), and the Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “General Corporation Law”) on January 2, 2014. SECOND: This Am
June 21, 2023	EX-1.1	Underwriting Agreement by and between the Company and the Representative dated June 15, 2023. EX-1.1 2 ex1-1.htm Exhibit 1.1 EXECUTION VERSION UNDERWRITING AGREEMENT between AZITRA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters AZITRA, INC. UNDERWRITING AGREEMENT New York, New York June 15, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The unde
June 21, 2023	424B4	The date of this prospectus is June 15, 2023 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-269876 PROSPECTUS 1,500,000 Shares Common Stock Azitra, Inc. This is a firm commitment initial public offering of shares of common stock of Azitra, Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our shares is $5.00. Our common stock has been approved for listing on the NYS
June 13, 2023	CORRESP	June 13, 2023 Daniel K. Donahue 949.732.6557 [email protected] June 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Re: Azitra, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed June 5, 2023 File No. 333-269876 Ladies and Gentlemen: This letter is submitted on behalf of Azitra, Inc., a D
June 13, 2023	CORRESP	June 13, 2023 June 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.
June 13, 2023	CORRESP	June 13, 2023 June 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra, Inc. Registration Statement on Form S-1 File No. 333-269876 Acceleration Request Requested Date: Thursday, June 15, 2023 Requested Time: 5:15 p.m., Eastern Daylight Time Ladies and Gentlemen: In accorda
June 13, 2023	S-1/A	As filed with the U.S. Securities and Exchange Commission on June 13, 2023 As filed with the U.S. Securities and Exchange Commission on June 13, 2023 Registration No. 333-269876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or
June 5, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fe
June 5, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of the Registrant Exhibit 3.1
June 5, 2023	S-1/A	As filed with the U.S. Securities and Exchange Commission on June 5, 2023 As filed with the U.S. Securities and Exchange Commission on June 5, 2023 Registration No. 333-269876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or
June 5, 2023	FWP	FWP
May 31, 2023	CORRESP	May 31, 2023 May 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra Inc Registration Statement on Form S-1 File No. 333-269876 Withdrawal of Request for Acceleration of Effectiveness Ladies and Gentlemen: Reference is made to that certain letter of Azitra Inc, a Delaware
May 30, 2023	CORRESP	May 30, 2023 May 30, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.
May 30, 2023	CORRESP	May 30, 2023 May 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra Inc Registration Statement on Form S-1 File No. 333-269876 Acceleration Request Requested Date: Wednesday, May 31, 2023 Requested Time: 5:15 p.m., Eastern Daylight Time Ladies and Gentlemen: In accordance
May 26, 2023	CORRESP	May 26, 2023 May 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra Inc Registration Statement on Form S-1 File No. 333-269876 Withdrawal of Request for Acceleration of Effectiveness Ladies and Gentlemen: Reference is made to that certain letter of Azitra Inc, a Delaware
May 22, 2023	CORRESP	May 22, 2023 May 22, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra Inc Registration Statement on Form S-1 File No. 333-269876 Acceleration Request Requested Date: Wednesday, May 24, 2023 Requested Time: 5:00 p.m., Eastern Daylight Time Ladies and Gentlemen: In accordance
May 22, 2023	CORRESP	May 22, 2023 May 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.
May 17, 2023	CORRESP	May 17, 2023 May 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra Inc Registration Statement on Form S-1 File No. 333-269876 Withdrawal of Request for Acceleration of Effectiveness Ladies and Gentlemen: Reference is made to that certain letter of Azitra Inc, a Delaware
May 16, 2023	EX-1.1	Form of Representative’s Warrant dated June 20, 2023 issued to ThinkEquity LLC. Exhibit 1.1 UNDERWRITING AGREEMENT between AZITRA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters AZITRA, INC. UNDERWRITING AGREEMENT New York, New York May [●], 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, Azitra, Inc., a corporation
May 16, 2023	8-A12B	Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 46-4478536 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 21 Business
May 16, 2023	S-1/A	As filed with the U.S. Securities and Exchange Commission on May 16, 2023 As filed with the U.S. Securities and Exchange Commission on May 16, 2023 Registration No. 333-269876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or or
May 16, 2023	EX-4.1	Specimen Certificate representing shares of Common Stock. Exhibit 4.1
May 15, 2023	CORRESP	May 15, 2023 May 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice, Esq. and Joe McCann, Esq. Re: Azitra Inc Registration Statement on Form S-1 File No. 333-269876 Acceleration Request Requested Date: Wednesday, May 17, 2023 Requested Time: 5:00 p.m., Eastern Daylight Time Ladies and Gentlemen: In accordance
May 15, 2023	CORRESP	May 15, 2023 May 15, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.
May 9, 2023	S-1/A	As filed with the U.S. Securities and Exchange Commission on May 9, 2023 As filed with the U.S. Securities and Exchange Commission on May 9, 2023 Registration No. 333-269876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or org
May 9, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra Inc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (a) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (b) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock 457(o) $ 15,180,000 .
April 28, 2023	FWP	FWP
April 11, 2023	FWP	FWP
April 10, 2023	CORRESP	April 10, 2023 Daniel K. Donahue 949.732.6557 [email protected] April 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Re: Azitra Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed March 20, 2023 File No. 333-269876 Ladies and Gentlemen: This letter is submitted on behalf of Azitra Inc, a D
April 10, 2023	S-1/A	As filed with the U.S. Securities and Exchange Commission on April 10, 2023 As filed with the U.S. Securities and Exchange Commission on April 10, 2023 Registration No. 333-269876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or
March 27, 2023	FWP	FWP
March 20, 2023	EX-3.3	Form of Second Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon completion of the offering. Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA, INC. Azitra, Inc., a Delaware corporation, does hereby certify as follows: FIRST: The name of the corporation is Azitra, Inc. (the “Corporation”), and the Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “General Corporation Law”) on January 2, 2014. SECOND: This Am
March 20, 2023	EX-21.1	List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of the Registrant None.
March 20, 2023	EX-10.5	Azitra, Inc. 2023 Stock Incentive Plan. Exhibit 10.5 AZITRA, inc. 2023 STOCK INCENTIVE PLAN 1. Purpose of Plan. The purpose of this Azitra, Inc. 2023 Stock Incentive Plan (the “Plan”) is to advance the interests of Azitra, Inc., a Delaware corporation (“Company”), and its stockholders by enabling the Company and its Subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, an
March 20, 2023	CORRESP	March 20, 2023 Daniel K. Donahue 949.732.6557 [email protected] March 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Re: Azitra Inc. Registration Statement on Form S-1 Filed February 21, 2023 File No. 333-269876 Ladies and Gentlemen: This letter is submitted on behalf of Azitra Inc, a Delaware corporat
March 20, 2023	EX-3.5	Form of Second Amended and Restated Bylaws of the Registrant to be in effect upon completion of the offering. Exhibit 3.5 SECOND AMENDED AND RESTATED BYLAWS OF AZITRA, INC. ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors (the “Board of Di
March 20, 2023	S-1/A	As filed with the U.S. Securities and Exchange Commission on March 20, 2023 As filed with the U.S. Securities and Exchange Commission on March 20, 2023 Registration No. 333-269876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or
February 21, 2023	EX-3.4	Amended and Restated Bylaws of the Registrant. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF AZITRA INC Adopted March 17, 2017 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings. 1 1.2 Annual Meeting. 1 1.3 Special Meeting. 1 1.4 Notice of Stockholders’ Meetings. 1 1.5 Quorum. 2 1.6 Adjourned Meeting; Notice. 2 1.7 Conduct of Business. 2 1.8 Voting. 2 1.9 Stockholder Action by Written Consent Without a Meeting. 3
February 21, 2023	S-1	As filed with the U.S. Securities and Exchange Commission on February 21, 2023 As filed with the U.S. Securities and Exchange Commission on February 21, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organization) (Primary
February 21, 2023	EX-4.2	Form of Warrant. Exhibit 4.2 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Warrant No. March , 2019 AZITRA INC [Form of] WARRANT TO PURCHASE
February 21, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “AZITRA INC”, FILED IN THIS OFFICE ON THE NINTH DAY OF SEPTEMBER, A. D. 2020, AT 1:04 O’CLOCK P. M. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA INC a Delaware Corporation (Pursuant to Sectio
February 21, 2023	CORRESP	Daniel K. Donahue Daniel K. Donahue Tel 949.732.6500 Fax 949.732.6501 [email protected] February 20, 2023 Via Edgar Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Azitra Inc Draft Registration Statement on Form S-1 Submitted December 15, 2022 CIK No. 0001701478 Ladies and Gentlemen: On behalf of our client, Azitra Inc, a Delawa
February 21, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Azitra Inc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock 457 (o) $ 17,250,000 0.
February 21, 2023	EX-99.1	Consents of Director Nominees. Exhibit 99.1 Consent of Director Nominee of Azitra Inc I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Azitra Inc, a Delaware corporation, and all pre- and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an e
February 21, 2023	EX-3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.2 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “AZITRA INC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF SEPTEMBER, A.D. 2022, AT 6:14 O`CLOCK P.M. CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA INC (Pur
December 15, 2022	EX-10.2	Azitra, Inc. 2016 Stock Incentive Plan. Exhibit 10.2 AZITRA INC 2016 STOCK INCENTIVE PLAN Date Adopted by Board: April 21, 2016 Date Approved by Stockholders: April 21, 2016 Effective Date: April 21, 2016 As amended: October 24, 2017 Section 1. PURPOSE OF THIS PLAN 1.1 Eligible Award Recipients. The individuals eligible to receive Awards under the Azitra Inc 2016 Stock Incentive Plan (the “Incentive Plan”) are the key Employees, Directo
December 15, 2022	EX-3.4	AMENDED AND RESTATED BYLAWS OF AZITRA INC Adopted March 17, 2017 TABLE OF CONTENTS EX-3.4 4 filename4.htm Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF AZITRA INC Adopted March 17, 2017 TABLE OF CONTENTS Page ARTICLE I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings. 1 1.2 Annual Meeting. 1 1.3 Special Meeting. 1 1.4 Notice of Stockholders’ Meetings. 1 1.5 Quorum. 2 1.6 Adjourned Meeting; Notice. 2 1.7 Conduct of Business. 2 1.8 Voting. 2 1.9 Stockholder Action by Written Consen
December 15, 2022	EX-10.3	Second Amended and Restated Investors’ Rights Agreement dated September 10, 2020 between the Registrant and each of the investors named therein. Exhibit 10.3 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 10, 2020 by and among Azitra Inc, a Delaware corporation (the “Company”), each of the investors from time to time listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and each Person that becomes
December 15, 2022	DRS	Power of Attorney. As confidentially submitted to the U.S. Securities and Exchange Commission on December 15, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AZITRA INC (Exact name of registrant as specified in its charter) Delaware 2834 46-4478536 (State or other jurisdiction of incorporation or organ
December 15, 2022	EX-10.1	Form of Indemnity Agreement between the Registrant and each of its directors and executive officers. EX-10.1 6 filename6.htm Exhibit 10.1 AZITRA INC INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of [•], 2022 by and between Azitra Inc, a Delaware corporation (the “Company”), and [•] (“Indemnitee”). A. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities.
December 15, 2022	EX-3.1	Delaware The First State Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “AZITRA INC”, FILED IN THIS OFFICE ON THE NINTH DAY OF SEPTEMBER, A. D. 2020, AT 1:04 O’CLOCK P. M. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA INC a Delaware Corporation (Pursuant to Sectio
December 15, 2022	EX-4.2	AZITRA INC [Form of] WARRANT TO PURCHASE COMMON STOCK Exhibit 4.2 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Warrant No. March , 2019 AZITRA INC [Form of] WARRANT TO PURCHASE
December 15, 2022	EX-3.2	Delaware The First State Exhibit 3.2 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “AZITRA INC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF SEPTEMBER, A.D. 2022, AT 6:14 O`CLOCK P.M. CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AZITRA INC (Pur
December 15, 2022	EX-10.4	Executive Employment Agreement dated April 22, 2021 between the Registrant and Francisco D. Salva. Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), is made and entered into this 22nd day of April, 2021 (the “Effective Date”), and is by and between Azitra Inc. (“Company”), and Francisco Salva (“Executive”). WHEREAS, Company wishes to employ Executive to serve as its President and Chief Executive Officer; WHEREAS, Executive represents that Executi

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