Azitra, Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Azitra filed an 8-K on 11/24/25 detailing a material agreement and equity sales.

AI Summary

On November 24, 2025, Azitra, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Azitra, Inc., including a new material agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing details material agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Azitra, Inc. (company) — Registrant
• November 24, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-41705 (company_id) — Commission File Number
• 46-4478536 (ein) — I.R.S. Employer Identification Number
• 21 Business Park Drive, Branford, CT 06405 (address) — Principal Executive Offices
• (203) 646-6446 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 AZTR NYSE American Indicate by ch
• $0.32 — arrant Shares") at an exercise price of $0.32 per Common Warrant. The offering price
• $1.5 million — e deducting expenses were approximately $1.5 million. The Company intends to use the proceed
• $50,000 — gal counsel, in an amount not to exceed $50,000. The Placement Agent Warrants are exerc

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex4-1.htm (EX-4.1) — 131KB
• ex4-2.htm (EX-4.2) — 126KB
• ex4-3.htm (EX-4.3) — 115KB
• ex10-1.htm (EX-10.1) — 272KB
• ex10-2.htm (EX-10.2) — 80KB
• ex10-3.htm (EX-10.3) — 112KB
• ex99-1.htm (EX-99.1) — 16KB
• 0001493152-25-025001.txt ( ) — 1266KB
• aztr-20251124.xsd (EX-101.SCH) — 3KB
• aztr-20251124_lab.xml (EX-101.LAB) — 33KB
• aztr-20251124_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 November 24, 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 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On November 24, 2025, Azitra, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor (the "Purchaser") pursuant to which the Company agreed to issue and sell to the Purchaser in a private placement offering priced at a premium to market in accordance with NYSE rules (the "Offering") an aggregate of 535,759 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 4,151,741 shares of Common Stock (the "Pre-Funded Warrants Shares") at an exercise price of $0.0001 per Pre-Funded Warrant, and (iii) common stock purchase warrants (the "Common Warrants" together with the Pre-Funded Warrants, the "Warrants") to purchase up to an aggregate of 4,687,500 shares of Common Stock (the "Common Warrant Shares" together with the Pre-Funded Warrant Shares, the "Warrant Shares") at an exercise price of $0.32 per Common Warrant. The offering price was $0.32 per share of Common Stock or Pre-Funded Warrant and accompanying Common Warrant (the "Offering Price"). The Pre-Funded Warrants are immediately exercisable and do not expire until exercised in full. The Common Warrants are exercisable upon shareholder approval and will expire on the five-year anniversary of shareholder approval. The Common Stock, Warrants, and Warrant Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Common Stock, Warrants, and Warrant Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The gross proceeds from the Offering before deducting expenses were approximately $1.5 million. The Company intends to use the proceeds from the offering for general corporate purposes. The Offering closed on November 25, 2025. The Purchase Agreement contains customary representations and warranties of the Company, customary conditions to closing, and termination provisions. Pursuant to the terms of the Purchase Agreement, for 60 days from the closing of the Purchase Agreement, subject to certain exceptions, the Company may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or common stock equivalents, or file any registration statement or any amendment or supplement thereto. Additionally, from the date of the Purchase Agreement until February 26, 2027, upon any issuance by the Company of

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View this 8-K filing on SEC EDGAR