News & Events

and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 18, 2026, Azitra, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell an aggregate of (i) 10,485 shares of its Series A convertible non-redeemable preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”), (ii) Series B warrants (the “Series B…

Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale in the PIPE Financing of shares of Series A Preferred Stock, the Warrants, the Conversion Shares, the Warrant Shares and the shares of Common Stock issuable upon conversion of any Pre-Funded Warrants (collectively, the “PIPE Securities”) is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder. The…

Other Events. Press Release On March 19, 2026, the Company issued a press release announcing the pricing of the PIPE Financing. A copy of the press release has been filed as Exhibit 99.1 hereto and is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, any statements with respect t…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 13, 2026, Azitra, Inc. (the “Company”) received notification (the “Letter”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity requirement of Section 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of $6.0 million or more if the Company has reported lo…

but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 16, 2025, Azitra, Inc. (the “Company”) received notice (the “Letter”) from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan (the “Plan”) to regain compliance with the NYSE American’s continued listing standards regarding the minimum stockholders’ equity requirement of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) and gra…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On November 24, 2025, Azitra, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”) pursuant to which the Company agreed to issue and sell to the Purchaser in a private placement offering priced at a premium to market in accordance with NYSE rules (the “Offering”) an aggregate of 535,759 shares of common stock of the Company, p…

Neither this Current Report nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On October 1, 2025, Azitra, Inc. (the “Company”) received notification (the “Letter”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity requirement of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of $4.0 million or more if the Company has reported los…

Material Modification to Rights of Security Holders. To the extent required by

but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Unregistered Sales of Equity Securities. The description of the securities in

Entry into a Material Definitive Agreement. On April 24, 2025, Azitra, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (the “Purchaser”), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $20 million (the “Investment Amount”) of shares (the “ELOC Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) in a se…

but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Unregistered Sales of Equity Securities. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder as transactions by an issuer not involving…

Entry into a Material Definitive Agreement. As previously disclosed, on February 6, 2025, Azitra, Inc., a Delaware corporation (the “Company”) closed an offering of 2,495,518 shares (the “Shares”) of the Company’s Common Stock to certain investors (the “Investors”) pursuant to the Securities Purchase Agreement (the “SPA”) dated February 4, 2025, between the Company and the Investors, as amended on February 5, 2025. On February 6, 2025, in connection with the Investors’ agreement to enter into…

Entry into a Material Definitive Agreement. On February 4, 2025, Azitra, Inc., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”) in connection with the offer and sale to investors (the “Investors”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $0.2785 per Share (the “Offering”). In connection with the Offering, the…

Unregistered Sales of Equity Securities. The Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder as transaction…

Entry into a Material Definitive Agreement. On January 14, 2025, Azitra, Inc., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”) in connection with the offer and sale to investors of up to 4,857,780 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $0.30 per Share (the “Offering”). In connection with the Of…