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    Azitra Inc filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    6/18/25 5:21:29 PM ET
    $AZTR
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $AZTR alert in real time by email
    false 0001701478 0001701478 2025-06-18 2025-06-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-41705   46-4478536

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    21 Business Park Drive

    Branford, CT 06405

    (Address of principal executive offices)(Zip Code)

     

    (203) 646-6446

    (Registrant’s telephone number, including area code)

     

     

    (Former name or former address, if changed since last report.)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock: Par value $0.0001   AZTR   NYSE American

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 8.01 Other Events.

     

    On May 29, 2025, Azitra, Inc. (the “Company”), filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on June 23, 2025, at 11:00 a.m. Eastern Time. The Proxy Statement was supplemented by the proxy statement supplement filed with the SEC on June 18, 2025 (the “Supplement”).

     

    The Supplement updates the voting standard for Proposal 2, described in the Proxy Statement. Proposal No. 2 in the Proxy Statement is a proposal for the Company’s stockholders to adopt an amendment to the Company’s Second Amended and Restated 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.

     

    A copy of the Supplement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     

    Important Additional Information

     

    This Form 8-K is not a substitute for the Proxy Statement, the Supplement, or any other documents that the Company has filed or may file with the SEC or send to its stockholders in connection with the Annual Meeting.

     

    Stockholders may obtain free copies of the Proxy Statement, the Supplement, and all other documents filed or that will be filed with the SEC regarding the Annual Meeting at the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the Proxy Statement, the Supplement, and the other relevant materials before making any voting decision.

     

    Item 9.01 Financial Statements and Exhibits

     

    (d) Exhibits.

     

    Exhibit Number   Description
    99.1  

    Supplement, dated June 18, 2025.

    104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

     

     

     

     

    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.

     

    Date: June 18, 2025 AZITRA, INC.
         
      By: /s/ Francisco D. Salva
        Francisco D. Salva
        Chief Executive Officer

     

     

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