Azitra, Inc. Files 8-K on Security Holder Rights

TL;DR

Azitra filed an 8-K today, expect changes to security holder rights and corporate docs.

AI Summary

On August 20, 2025, Azitra, Inc. filed an 8-K report detailing material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, though specific details of these modifications and financial figures are not provided in the excerpt.

Why It Matters

This filing indicates significant changes to Azitra's corporate structure or security holder agreements, which could impact investors' rights and the company's governance.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and corporate bylaws can introduce uncertainty and potential changes in the company's operational or financial structure.

Key Players & Entities

• Azitra, Inc. (company) — Registrant
• August 20, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-41705 (identifier) — Commission File Number
• 46-4478536 (identifier) — I.R.S. Employer Identification Number
• 21 Business Park Drive, Branford, CT 06405 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 AZTR NYSE American Indicate by ch

Filing Documents

• form8-k.htm (8-K) — 46KB
• ex3-1.htm (EX-3.1) — 11KB
• 0001493152-25-012191.txt ( ) — 224KB
• azitrainccom-20250820.xsd (EX-101.SCH) — 3KB
• azitrainccom-20250820_lab.xml (EX-101.LAB) — 33KB
• azitrainccom-20250820_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 20, 2025 Date of Report (date of earliest event reported) AZITRA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41705 46-4478536 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 21 Business Park Drive Branford , CT 06405 (Address of principal executive offices and 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 obligation 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 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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the "Current Report") is incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 20, 2025, Azitra, Inc. (the "Company") filed a certificate of amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effectuate a 1-for-6.66 reverse stock split (the "Reverse Stock Split") of the outstanding shares of the Company's common stock ("Common Stock"). The Company's stockholders previously approved the Reverse Stock Split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split at the Company's special meeting of stockholders held on February 20, 2025. The Reverse Stock Split will become effective on August 21, 2025 at 12:01 a.m., Eastern Time (the "Effective Time") and the Common Stock is expected to begin trading on the NYSE American on a Reverse Stock Split-adjusted basis on August 21, 2025 at market open. As of the Effective Time, every 6.66 shares of the Company's issued and outstanding Common Stock will be combined into one share of Common Stock. The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company's post-Reverse Stock Split Common Stock CUSIP number will be 05479L 302. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to (i) the average closing price of the Common Stock for the five trading days immediately preceding August 20, 2025, multiplied by (ii) the number of shares of Common Stock outstanding immediately prior to effectiveness of the Reverse Stock Split that were reclassified into such fractional share pursuant to the Reverse Stock Split. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. Forward-Looking This Current Report includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will" and "expected", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts, if any, on the Company's Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking materially from the forward-looking statements contained

View Full Filing

View this 8-K filing on SEC EDGAR