Azitra Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 3, 2025, Azitra, Inc. (the “Company”), reconvened its 2025 annual meeting of stockholders (the “Reconvened Annual Meeting”), which was initially held on June 23, 2025 and adjourned to July 3, 2025 to allow additional time for the stockholders to vote on Proposal No. 2. At the Reconvened Annual Meeting, the Company’s stockholders adopted Proposal No. 2, which is an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares (the “Authorized Share Increase”). Following the Reconvened Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to implement the Authorized Share Increase.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment to implement the Authorized Share Increase, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Reconvened Annual Meeting, proxies had been submitted by stockholders representing over one-third of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. The final voting result on Proposal No. 2 submitted to stockholders at the Reconvened Annual Meeting is set forth below.
Proposal No. 2. Stockholders adopted an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (as amended) to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares, with shares voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,090,701 | 278,960 | 2,607 | 7,217,442 |
Item. 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment filed with the Delaware Secretary of State on July 3, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AZITRA, INC. | ||
| Dated: July 3, 2025 | By: | /s/ Francisco D. Salva |
| Francisco D. Salva | ||
| Chief Executive Officer | ||