SC 13D/A 1 tm2420605d1_sc13da.htm SC 13D/A

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 NW, Suite 800
Washington, DC 20005

Attn: Rick Jordan

Shashi Khiani

Tel: (202) 783-3300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 29, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND I QP, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND II QP, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND II NT, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND III QP, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS FUND III NT, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS AZITRA CO-INVEST I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS EQUITY PARTNERS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS EQUITY PARTNERS II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS EQUITY PARTNERS III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS CAVU MANAGEMENT, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS CAPITAL MANAGEMENT, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS CAVU ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON OO

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS BIOS ADVISORS GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS, UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON OO

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS LESLIE WAYNE KREIS, JR.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,035 (1)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 3,035 (1)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,035 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% (2)
14	TYPE OF REPORTING PERSON IN

(1) Consists of 3,035 shares of common stock of the Issuer, par value $0.0001 per share (“Shares”) directly held by Circle K Invesco, LP (“Circle K”), over which Mr. Kreis has sole voting and investment control. Circle K is wholly owned by Mr. Kreis.

(2) Based on 7,625,146 shares of Common Stock outstanding upon the closing of an offering as reported in the Issuer’s Prospectus dated July 23, 2024.

CUSIP No: 05479L104

1	NAME OF REPORTING PERSONS AARON GLENN LOUIS FLETCHER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,401 (1)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 5,401 (1)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,401 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.07% (2)
14	TYPE OF REPORTING PERSON IN

(1) Consists of (i) 4,527 Shares directly held by Dr. Fletcher, (ii) 437 Shares directly held by KF Legacy Fund and (iii) 437 Shares directly held by MF Legacy Fund. KF Legacy Fund and MF Legacy Fund are trusts formed for the benefit of Dr. Fletcher’s children each has an independent trustee.

(2) Based on 7,625,146 shares of Common Stock outstanding upon the closing of an offering as reported in the Issuer’s Prospectus dated July 23, 2024.

CUSIP No: 05479L104

This Amendment No. 1 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, originally filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2023 (the “Schedule 13D”). This Amendment amends Item 5 of the Schedule 13D. Except as specifically amended by this Amendment, each Item of the Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The primary purpose of amending the Schedule 13D is to report certain open market sales of the Issuer’s Common Stock resulting in the Reporting Persons no longer beneficially owning 5% of the shares of the Issuer’s Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5(c) is hereby amended and supplemented as follows:

(c)

Except for the following transactions, none of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any of their respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer from the 60 days prior to the date hereof. With respect to all transactions appearing in the table below, the Reporting Persons undertake to provide full information regarding the number of Shares sold at each separate price within the range set forth below to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request.

Reporting Person	Date of Transaction	Transaction Type	Number of Shares of Common Stock Sold	Maximum Price per share	Minimum Price per share	Average Price per share
Bios Fund I, LP	7/29/2024	Open Market Sale	8,822	$0.8802	$0.9854	$0.9100
Bis Fund I QP, LP	7/29/2024	Open Market Sale	5,160	$0.8802	$0.9854	$0.9100
Bios Fund II, LP	7/29/2024	Open Market Sale	3,456	$0.8802	$0.9854	$0.9100
Bios Fund II QP, LP	7/29/2024	Open Market Sale	11,293	$0.8802	$0.9854	$0.9100
Bios Fund II NT, LP	7/29/2024	Open Market Sale	1,512	$0.8802	$0.9854	$0.9100
Bios Fund III, LP	7/29/2024	Open Market Sale	4,466	$0.8802	$0.9854	$0.9100
Bios Fund III QP, LP	7/29/2024	Open Market Sale	29,173	$0.8802	$0.9854	$0.9100
Bios Fund III NT, LP	7/29/2024	Open Market Sale	4,711	$0.8802	$0.9854	$0.9100
Bios Azitra Co-Invest I, LP	7/29/2024	Open Market Sale	4,813	$0.8802	$0.9854	$0.9100
Bios Fund I, LP	7/30/2024	Open Market Sale	17,826	$0.7700	$0.8115	$0.7661
Bis Fund I QP, LP	7/30/2024	Open Market Sale	10,427	$0.7700	$0.8115	$0.7661
Bios Fund II, LP	7/30/2024	Open Market Sale	6,985	$0.7700	$0.8115	$0.7661
Bios Fund II QP, LP	7/30/2024	Open Market Sale	22,821	$0.7700	$0.8115	$0.7661
Bios Fund II NT, LP	7/30/2024	Open Market Sale	3,054	$0.7700	$0.8115	$0.7661
Bios Fund III, LP	7/30/2024	Open Market Sale	9,026	$0.7700	$0.8115	$0.7661
Bios Fund III QP, LP	7/30/2024	Open Market Sale	58,950	$0.7700	$0.8115	$0.7661
Bios Fund III NT, LP	7/30/2024	Open Market Sale	9,520	$0.7700	$0.8115	$0.7661
Bios Azitra Co-Invest I, LP	7/30/2024	Open Market Sale	9,726	$0.7700	$0.8115	$0.7661

Item 5(e) is hereby amended and restated as follows:

(e)

Each of the Reporting Persons ceased to be the beneficial owner of 5% as of July 25, 2024.

CUSIP No: 05479L104

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 2, 2024

BIOS FUND I, LP

By:	Bios Equity Partners, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher
			Manager

BIOS FUND I QP, LP

By:	Bios Equity Partners, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

CUSIP No: 05479L104

BIOS FUND II, LP

By:	Bios Equity Partners II, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher
			Manager

BIOS FUND II QP, LP

By:	Bios Equity Partners II, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

CUSIP No: 05479L104

BIOS FUND II NT, LP

By:	Bios Equity Partners II, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

BIOS FUND III, LP

By:	Bios Equity Partners III, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

CUSIP No: 05479L104

BIOS FUND III QP, LP

By:	Bios Equity Partners III, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

BIOS FUND III NT, LP

By:	Bios Equity Partners III, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

CUSIP No: 05479L104

BIOS AZITRA CO-INVEST, LP

By:	Bios Equity Partners II, LP,
	its general partner

	By:	Cavu Management, LP,
		its general partner

		By:	Cavu Advisors, LLC,
			its general partner

			By:	/s/ Leslie Wayne Kreis, Jr.
				Leslie Wayne Kreis, Jr.,
				Manager

	By:	Bios Capital Management, LP,
		its general partner

		By:	Bios Advisors GP, LLC,
			its general partner

			By:	/s/ Aaron Glenn Louis Fletcher
				Aaron Glenn Louis Fletcher,
				Manager

BIOS EQUITY PARTNERS, LP

By:	Cavu Management, LP,
	its general partner

	By:	Cavu Advisors, LLC,
		its general partner

		By:	/s/ Leslie Wayne Kreis, Jr.
			Leslie Wayne Kreis, Jr.,
			Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

CUSIP No: 05479L104

BIOS EQUITY PARTNERS II, LP

By:	Cavu Management, LP,
	its general partner

	By:	Cavu Advisors, LLC,
		its general partner

		By:	/s/ Leslie Wayne Kreis, Jr.
			Leslie Wayne Kreis, Jr.,
			Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

BIOS EQUITY PARTNERS III, LP

By:	Cavu Management, LP,
	its general partner

	By:	Cavu Advisors, LLC,
		its general partner

		By:	/s/ Leslie Wayne Kreis, Jr.
			Leslie Wayne Kreis, Jr.,
			Manager

By:	Bios Capital Management, LP,
	its general partner

	By:	Bios Advisors GP, LLC,
		its general partner

		By:	/s/ Aaron Glenn Louis Fletcher
			Aaron Glenn Louis Fletcher,
			Manager

CAVU MANAGEMENT, LP

By:	Cavu Advisors, LLC,
	its general partner

	By:	/s/ Leslie Wayne Kreis, Jr.
		Leslie Wayne Kreis, Jr.,
		Manager

CUSIP No: 05479L104


BIOS CAPITAL MANAGEMENT, LP

By:	Bios Advisors GP, LLC
	its general partner

	By:	/s/ Aaron Glenn Louis Fletcher
		Aaron Glenn Louis Fletcher
		Manager

CAVU ADVISORS, LLC

By:	/s/ Leslie Wayne Kreis, Jr.
	Leslie Wayne Kreis, Jr.,
	Manager

BIOS ADVISORS GP, LLC

By:	/s/ Aaron Glenn Louis Fletcher
	Aaron Glenn Louis Fletcher,
	Manager

/s/ Leslie Wayne Kreis, Jr.
LESLIE WAYNE KREIS, JR., in his individual capacity

/s/ Aaron Glenn Louis Fletcher
AARON GLENN LOUIS FLETCHER, in his individual capacity

Amendment: SEC Form SC 13D/A filed by Azitra Inc