Azitra Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 20, 2025, Azitra, Inc. (the “Company”), convened a special meeting of stockholders (the “Special 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. At the Special Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the proxy statement.
The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the Special Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.
Proposal No. 1. Stockholders approved an amendment (as set forth on Exhibit A to the Company’s proxy statement) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company’s issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-seven (1:7), with the exact ratio within such range and with such reverse stock split to be effectuated at such time and date, if at all, to be determined by the Board of Directors. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,435,494 | 657,144 | 342 | 0 |
Proposal No. 2. Stockholders approved to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the foregoing proposal. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,476,620 | 614,341 | 2,019 | 0 |
Although Proposal No. 2 was approved by the Company’s stockholders, the Board of Directors did not elect to adjourn the meeting as Proposal No. 1 was approved.
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: February 20, 2025 | AZITRA, INC. |
| /s/ Francisco D. Salva | |
| Francisco D. Salva | |
| Chief Executive Officer |