Mga Batayang Estadistika
| 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)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
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 |
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| August 29, 2025 |
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 |
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| August 29, 2025 |
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 |
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| August 29, 2025 |
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, |
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| August 29, 2025 |
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 |
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| August 29, 2025 |
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 |
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| August 29, 2025 |
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. |
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| August 29, 2025 |
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 |
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| August 20, 2025 |
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 |
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| August 20, 2025 |
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 |
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| August 11, 2025 |
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 |
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| August 11, 2025 |
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 |
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| August 11, 2025 |
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 |
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| July 24, 2025 |
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 |
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| July 18, 2025 |
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 |
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| July 18, 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) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificat |
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| July 3, 2025 |
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. |
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| July 3, 2025 |
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 |
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| June 23, 2025 |
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. |
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| June 18, 2025 |
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. |
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| June 18, 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 |
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| June 18, 2025 |
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)) |
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| June 17, 2025 |
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. |
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| June 17, 2025 |
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 |
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| May 29, 2025 |
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)) |
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| May 19, 2025 |
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)) |
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| May 13, 2025 |
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. |
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| May 13, 2025 |
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 |
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| May 13, 2025 |
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 |
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| May 2, 2025 |
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. |
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| May 2, 2025 |
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 |
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| April 30, 2025 |
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 |
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| April 28, 2025 |
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 |
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| April 28, 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) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificat |
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| April 24, 2025 |
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 |
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| April 24, 2025 |
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. |
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| April 24, 2025 |
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 |
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| April 24, 2025 |
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 |
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| April 7, 2025 |
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 |
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| February 24, 2025 |
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 |
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| February 24, 2025 |
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 |
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| February 24, 2025 |
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 |
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| February 24, 2025 |
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. |
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| February 20, 2025 |
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 |
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| February 6, 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 |
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| February 6, 2025 |
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 |
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| February 6, 2025 |
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 |
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| February 6, 2025 |
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 |
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| February 6, 2025 |
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 |
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| February 6, 2025 |
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 |
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| February 6, 2025 |
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 |
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| February 5, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 16, 2025 |
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 |
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| January 14, 2025 |
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 |
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| January 14, 2025 |
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 |
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| January 14, 2025 |
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 |
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| January 3, 2025 |
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 |
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| November 26, 2024 |
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. |
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| November 14, 2024 |
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 |
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| November 14, 2024 |
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 |
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| November 13, 2024 |
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. |
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| November 13, 2024 |
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 |
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| November 12, 2024 |
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 |
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| November 6, 2024 |
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 |
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| October 9, 2024 |
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)) |
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| August 12, 2024 |
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. |
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| August 12, 2024 |
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 |
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| August 12, 2024 |
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 |
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| August 12, 2024 |
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 |
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| August 2, 2024 |
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 |
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| August 1, 2024 |
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 |
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| July 29, 2024 |
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 |
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| July 26, 2024 |
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 |
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| July 26, 2024 |
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 |
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| July 26, 2024 |
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 |
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| July 26, 2024 |
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 |
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| July 26, 2024 |
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 |
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| July 26, 2024 |
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. |
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| July 26, 2024 |
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 |
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| July 26, 2024 |
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 |
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| July 25, 2024 |
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 |
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| 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 |
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| 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 |
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| July 19, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 15, 2024 | ||
| July 15, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 15, 2024 |
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 |
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| July 5, 2024 |
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. |
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| 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 |
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| July 5, 2024 |
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 |
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| July 3, 2024 |
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. |
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| July 1, 2024 |
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 |
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| July 1, 2024 |
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 |
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| July 1, 2024 |
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 |
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| July 1, 2024 |
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 |
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| July 1, 2024 |
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. |
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| July 1, 2024 |
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 |
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| June 14, 2024 |
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 |
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| June 3, 2024 |
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 |
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| May 24, 2024 |
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 |
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| May 9, 2024 |
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 |
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| May 9, 2024 |
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. |
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| May 9, 2024 |
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 |
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| April 29, 2024 |
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. |
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| March 15, 2024 |
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 ( |
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| March 15, 2024 |
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 |
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| March 15, 2024 |
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 |
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| March 15, 2024 |
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 |
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| March 15, 2024 |
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. |
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| February 27, 2024 |
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 |
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| February 26, 2024 |
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 |
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| February 26, 2024 |
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 |
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| February 26, 2024 |
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 |
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| February 15, 2024 |
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 |
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| February 14, 2024 |
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 |
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| February 14, 2024 |
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 |
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| February 14, 2024 |
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. |
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| February 12, 2024 |
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 |
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| 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 |
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| February 9, 2024 |
February 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D. |
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| January 19, 2024 |
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 |
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| January 19, 2024 |
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 |
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| January 19, 2024 |
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 |
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| January 19, 2024 |
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 |
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| January 19, 2024 | ||
| January 4, 2024 |
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 |
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| January 4, 2024 |
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 |
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| December 4, 2023 |
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. |
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| December 4, 2023 |
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 |
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| November 14, 2023 |
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. |
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| November 14, 2023 |
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 |
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| November 14, 2023 |
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 |
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| August 14, 2023 |
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. |
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| August 14, 2023 |
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 |
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| August 14, 2023 |
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 |
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| July 11, 2023 |
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. |
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| July 7, 2023 |
Azitra Inc.’s July 2023 Corporate Presentation Exhibit 99.1 |
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| July 7, 2023 |
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. |
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| July 3, 2023 |
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 |
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| July 3, 2023 |
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. |
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| June 21, 2023 |
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 |
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| June 21, 2023 |
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 |
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| June 21, 2023 |
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. |
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| June 21, 2023 |
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 |
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| June 21, 2023 |
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 |
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| June 21, 2023 |
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 |
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| June 21, 2023 |
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 |
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| 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 |
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| June 13, 2023 |
June 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D. |
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| 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 |
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| June 13, 2023 |
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 |
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| June 5, 2023 |
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 |
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| June 5, 2023 |
Amended and Restated Certificate of Incorporation of the Registrant Exhibit 3.1 |
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| June 5, 2023 |
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 |
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| June 5, 2023 | ||
| 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 |
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| May 30, 2023 |
May 30, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D. |
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| 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 |
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| 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 |
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| 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 |
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| May 22, 2023 |
May 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D. |
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| 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 |
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| May 16, 2023 |
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 |
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| May 16, 2023 |
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 |
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| May 16, 2023 |
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 |
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| May 16, 2023 |
Specimen Certificate representing shares of Common Stock. Exhibit 4.1 |
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| 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 |
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| May 15, 2023 |
May 15, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D. |
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| May 9, 2023 |
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 |
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| May 9, 2023 |
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 . |
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| April 28, 2023 | ||
| April 11, 2023 | ||
| 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 |
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| April 10, 2023 |
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 |
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| March 27, 2023 | ||
| March 20, 2023 |
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 |
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| March 20, 2023 |
List of Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of the Registrant None. |
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| March 20, 2023 |
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 |
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| 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 |
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| March 20, 2023 |
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 |
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| March 20, 2023 |
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 |
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| February 21, 2023 |
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 |
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| February 21, 2023 |
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 |
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| February 21, 2023 |
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 |
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| February 21, 2023 |
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 |
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| February 21, 2023 |
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 |
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| February 21, 2023 |
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. |
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| February 21, 2023 |
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 |
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| February 21, 2023 |
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 |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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. |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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 |
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| December 15, 2022 |
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 |
