Azitra Announces Adjournment of Special Meeting and Information for Reconvened Special Meeting

Rhea-AI Summary

Azitra (NYSE American: AZTR) adjourned its virtual Special Meeting held Feb 6, 2026, to March 6, 2026 at 11:00 a.m. ET because a quorum was not present. Proxies then represented approximately 13% of outstanding voting shares; a quorum requires 33 1/3%.

The Reconvened Special Meeting will consider two proposals: approval to issue more than 19.99% of outstanding common stock underlying warrants under a Nov 24, 2025 Purchase Agreement with Alumni Capital LP, and a potential adjournment to solicit additional proxies.

Positive

• Reconvened meeting set for March 6, 2026 to finalize proposals
• Proposal authorizes issuance exceeding 19.99% common stock under Purchase Agreement

Negative

• Quorum not met: proxies represented only ~13% of outstanding voting shares
• Potential dilution from issuance of >19.99% of common stock underlying warrants

Market Reaction

+4.76% $0.22

15m delay 1 alert

+4.76% Since News

$0.22 Last Price

$0.20 $0.22 Day Range

+$102K Valuation Impact

$2M Market Cap

0.8x Rel. Volume

Following this news, AZTR has gained 4.76%, reflecting a moderate positive market reaction. The stock is currently trading at $0.22. This price movement has added approximately $102K to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Quorum requirement: 33 1/3% of common stock Proxies received: 13% of outstanding shares Issuance cap: 19.99% of common stock +5 more

8 metrics

Quorum requirement 33 1/3% of common stock Minimum shares needed to establish quorum at the Special Meeting

Proxies received 13% of outstanding shares Proxies submitted at time of adjournment, below quorum threshold

Issuance cap 19.99% of common stock NYSE American limit on additional share issuance without shareholder approval

Private placement proceeds $1.5 million Gross proceeds already raised from November 24, 2025 Alumni Capital deal

Potential warrant proceeds $1.5 million Additional gross proceeds if Alumni Capital warrants are exercised for cash

Registered resale shares 51,812,293 shares Shares registered for resale under November 2025 private placement and ELOC

Current vs potential shares 10,740,697 to 62,552,990 shares Common stock outstanding vs potential if all related warrants exercised

Alumni ownership 1,132,622 shares (9.99%) Beneficial ownership reported by Alumni Capital and affiliates

Market Reality Check

Price: $0.2090 Vol: Volume 3,360,463 is 1.84x...

high vol

$0.2090 Last Close

Volume Volume 3,360,463 is 1.84x the 20-day average of 1,822,363, showing elevated activity before/around the meeting update. high

Technical Price 0.2095 is trading below the 200-day MA of 0.99 and near the 52-week low of 0.2016.

Peers on Argus

AZTR fell -8.91% while peers were mixed: QNRX up 8.01%, XRTX down -17.04%, JAGX ...

1 Up

AZTR fell -8.91% while peers were mixed: QNRX up 8.01%, XRTX down -17.04%, JAGX up 4.81%, APVO and XBIO modestly lower. Only QNRX appeared in the momentum scanner, reinforcing that AZTR’s move looks stock-specific rather than a sector rotation.

Historical Context

5 past events · Latest: Jan 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Conference presentation	Positive	+6.8%	Biotech Showcase presentation and meetings on clinical strategy and milestones.
Dec 17	Listing compliance plan	Neutral	-1.3%	NYSE American acceptance of stockholders’ equity compliance plan and timeline.
Nov 24	Private placement	Neutral	+2.9%	Pricing of <b>$1.5M</b> private placement with shares and warrants at <b>$0.32</b>.
Nov 12	Earnings and update	Neutral	+2.0%	Q3 2025 results plus pipeline progress and equity line funding with Alumni.
Nov 07	False offering denial	Negative	-10.2%	Company denial of a false report about a large registered direct offering.

Pattern Detected

Recent financing, compliance, and corporate updates have generally seen price reactions that align with the news tone, usually with modest single‑digit moves.

Recent Company History

Over the last few months, Azitra has focused on financing and listing compliance while advancing its dermatology pipeline. A Nov 24, 2025 private placement with warrants raised about $1.5M, followed by Q3 2025 results highlighting progress on ATR‑12 and ATR‑04 and an equity line with Alumni Capital. NYSE American accepted a listing compliance plan through April 1, 2027. The current adjourned special meeting directly ties to these financings, seeking shareholder approval for warrant-related share issuances under the Alumni agreement.

Market Pulse Summary

This announcement details the adjournment of Azitra’s special meeting to March 6, 2026 after failing...

Analysis

This announcement details the adjournment of Azitra’s special meeting to March 6, 2026 after failing to reach the 33 1/3% quorum, and reiterates proposals to approve issuing more than 19.99% additional shares tied to Alumni Capital warrants and to allow further adjournments. Filings show Azitra has already raised about $1.5M from this financing and may need further capital to avoid cutting programs or considering bankruptcy. Monitoring shareholder approval outcomes and subsequent funding steps remains key.

Key Terms

warrants, securities purchase agreement, netherton syndrome, egfr inhibitor, +3 more

7 terms

warrants financial

"shares of common stock underlying warrants, pursuant to the Securities Purchase Agreement"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

securities purchase agreement financial

"pursuant to the Securities Purchase Agreement with Alumni Capital LP, dated November 24, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

netherton syndrome medical

"designed to treat Netherton syndrome, a rare, chronic skin disease with no approved"

A rare inherited skin and immune disorder that causes fragile, scaly, inflamed skin, frequent infections, and fragile or unusual hair, like a house with faulty waterproofing that lets problems in. For investors, it matters because the small patient population, severe unmet medical need, and predictable biological cause can make treatments eligible for special regulatory incentives, faster development paths, and premium pricing if a safe, effective therapy is approved.

egfr inhibitor medical

"for the treatment of EGFR inhibitor ("EGFRi") associated rash"

An epidermal growth factor receptor (EGFR) inhibitor is a medicine that blocks a specific protein on some cancer cells that acts like a ‘on’ switch for growth; by turning that switch off, the drug can slow or stop tumor growth. Investors care because these drugs are often tied to clear clinical tests, targeted patient groups, patent-protected sales and regulatory decisions, so trial results, safety issues or approvals can sharply change a company’s value.

fast track designation regulatory

"Azitra has received Fast Track designation from the FDA for EGFRi associated rash"

A "fast track designation" is a process that speeds up the review and approval of a product or project, allowing it to reach the market or be completed more quickly than usual. For investors, it can signal that a product may become available sooner, potentially leading to earlier revenue or benefits, and indicating a priority status that might influence company performance and market opportunities.

phase 1b medical

"The ATR-12 program includes a Phase 1b clinical trial in adult Netherton"

"Phase 1b" is an early stage in testing a new medical treatment or vaccine, where it is given to a small group of people to evaluate its safety and determine the right dose. For investors, this phase signals progress in development, indicating the treatment is advancing through initial safety checks, which can influence expectations for future success and potential market impact.

biopharmaceutical medical

"a clinical stage biopharmaceutical company focused on developing innovative therapies"

A biopharmaceutical is a medicine made from living organisms or their components—such as proteins, cells or genetic material—rather than chemically synthesized compounds. For investors, these products can command high prices and long patent protection but also carry bigger development, manufacturing and regulatory risks; think of them like handcrafted, high-tech products that can generate strong returns if they work, but are costly and complex to produce.

AI-generated analysis. Not financial advice.

BRANFORD, Conn., Feb. 6, 2026 /PRNewswire/ -- Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced its Special Meeting scheduled for and convened on February 6, 2026, (the "Special Meeting") has been adjourned until March 6, 2026, at 11:00 a.m. Eastern Time (the "Reconvened Special Meeting") for the purpose of soliciting additional votes with respect to the proposals outlined below and described in the Company's definitive proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission (the "SEC") on January 2, 2026 (the "Special Meeting Proxy Statement") because a quorum was not present at the Special Meeting.

A quorum would have been present if shares representing 33 1/3% of the common stock outstanding and entitled to vote were present at the Special Meeting virtually or represented by proxy. At the time the Special Meeting was adjourned, proxies had been submitted by stockholders representing approximately 13% of the outstanding shares of stock entitled to vote, so a quorum did not exist.

Adjournment of Special Meeting

The Reconvened Special Meeting will be on March 6, 2026, at 11:00 a.m. Eastern Time and will continue to be held in a virtual format. Stockholders will be able to listen and participate in the virtual special meeting, as well as vote and submit questions during the live webcast of the meeting by visiting www.proxydocs.com/AZTR and entering the control number included in their proxy card. The proposals at the Reconvened Special Meeting will be the same as those at the Special Meeting:

• Proposal One: Approval, for purposes of complying with NYSE American Company Guide Section 713(a) and Section 713(b), of the issuance of more than 19.99% of our issued and outstanding shares of common stock, comprised of shares of common stock underlying warrants, pursuant to the Securities Purchase Agreement with Alumni Capital LP, dated November 24, 2025 (the "Purchase Agreement").
• Proposal Two: To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the foregoing proposal.

Azitra encourages eligible stockholders as of the record date of January 2, 2026, who have not yet voted their shares on the meeting proposals, or are uncertain if their shares have been voted on, to contact their broker or bank to vote their shares. The Board of Directors and management of the Company request that these stockholders consider and vote their proxies as soon as possible on the meeting proposals, but no later than March 6, 2026, at 10:59 a.m. Eastern Time.

Stockholders who have previously submitted their proxy and who do not want to change their vote need not take any action.

As described in the Special Meeting Proxy Statement, stockholders may use one of the following simple methods to, prior to the Adjourned Special meeting, vote their shares, or change their previously submitted vote, no later than March 6, 2026, at 10:59 a.m. Eastern Time with respect to the proposals:

• By mail. Complete and mail the proxy card in the postage prepaid envelope. If you return your signed proxy card to us before the Reconvened Special Meeting, we will vote your shares as you direct. If you sign the proxy card but do not specify how you want your eligible shares voted, they will be voted as recommended by our Board.
• Over the Internet. To submit a proxy to vote your shares through the Internet, go to www.proxypush.com/AZTR to complete an electronic proxy card. You will be asked to provide the control number from the proxy card delivered to you.
• By telephone. To submit a proxy to vote your shares telephonically, please call the toll-free number listed on your proxy card and follow the instructions provided.

Votes must be received by 10:59 a.m. Eastern Time on March 6, 2026, to be counted. After this time, votes can only be cast during the Reconvened Special Meeting on March 6, 2026, at 11:00 a.m. Eastern Time at www.proxydocs.com/AZTR.

About Azitra

Azitra, Inc. is a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology. The Company's lead program, ATR-12, uses an engineered strain of S. epidermidis designed to treat Netherton syndrome, a rare, chronic skin disease with no approved treatment options. Netherton syndrome may be fatal in infancy with those living beyond a year having profound lifelong challenges. The ATR-12 program includes a Phase 1b clinical trial in adult Netherton syndrome patients. ATR-04, Azitra's additional advanced program, utilizes another engineered strain of S. epidermidis for the treatment of EGFR inhibitor ("EGFRi") associated rash. Azitra has received Fast Track designation from the FDA for EGFRi associated rash, which impacts approximately 150,000 people in the U.S. Azitra has an open IND for its ATR-04 program in patients with EGFRi associated rash. The ATR-12 and ATR-04 programs were developed from Azitra's proprietary platform of engineered proteins and topical live biotherapeutic products that includes a microbial library comprised of approximately 1,500 bacterial strains. The platform is augmented by artificial intelligence and machine learning technology that analyzes, predicts, and helps screen the library of strains for drug like molecules. For more information, please visit https://azitrainc.com.

Forward-Looking Statements

This press release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as "believe," "can," "could," "design," "estimate," "expect," "intend," "may," "might," "objective," "plan" "potential," "predict," "should," "will," "would," or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking statements include statements related to the meeting proposals, the timing and the outcome of the Reconvened Special Meeting, matters described above, the parties' expectations and related matters. Azitra cautions readers that forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in, or implied by, these forward-looking statements, including, but not limited to, the timing of the Reconvened Special Meeting. These and other risks and uncertainties are described more fully in the sections titled "Risk Factors" and "Cautionary Notice" in the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the SEC. Forward-looking statements reflect the Company's analysis only on their stated date, and Azitra undertakes no obligation to update or revise these statements except as may be required by law.

Additional Information and Where to Find It

In connection with the solicitation of proxies, on January 2, 2026, Azitra filed the Special Meeting Proxy Statement with the SEC with respect to the Special Meeting. Promptly after filing the Special Meeting Proxy Statement with the SEC, Azitra mailed the Special Meeting Proxy Statement and a proxy card to each stockholder entitled to vote at the Special Meeting to consider the proposals. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TRANSCODE HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the Special Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Azitra with the SEC in connection with the proposals at the SEC's website (http://www.sec.gov) or at the Company's investor relations website (https://ir.azitrainc.com/financial-information/sec-filings). The information provided on, or accessible through, our website is not part of this communication, and therefore is not incorporated herein by reference.

Contact

Norman Staskey
Chief Financial Officer
staskey@azitrainc.com

Investor Relations
Tiberend Strategic Advisors, Inc.
Jon Nugent
205-566-3026
jnugent@tiberend.com

Media Relations
Tiberend Strategic Advisors, Inc.
Casey McDonald
646-577-8520
cmcdonald@tiberend.com

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SOURCE Azitra, Inc.

FAQ

Why did Azitra (AZTR) adjourn its Feb 6, 2026 special meeting?

The meeting was adjourned because a quorum was not present, with proxies representing about 13% of shares. According to Azitra, a quorum requires 33 1/3% of outstanding common stock entitled to vote, so the company reconvened the meeting to solicit additional votes.

When will Azitra (AZTR) hold the reconvened special meeting?

Azitra will reconvene the special meeting on March 6, 2026 at 11:00 a.m. Eastern Time. According to Azitra, the meeting will remain virtual and shareholders can listen, participate, vote, and submit questions via the live webcast.

What is Proposal One at the Azitra (AZTR) reconvened special meeting?

Proposal One seeks approval to issue more than 19.99% of outstanding common stock underlying warrants. According to Azitra, the issuance relates to a Securities Purchase Agreement with Alumni Capital dated November 24, 2025.

How could Proposal One affect Azitra (AZTR) shareholders?

If approved, Proposal One could dilute existing ownership because it authorizes issuance exceeding 19.99% of common stock. According to Azitra, the shares relate to warrants issued under the November 24, 2025 Purchase Agreement with Alumni Capital.

How can Azitra (AZTR) shareholders vote before the March 6, 2026 reconvened meeting?

Shareholders may vote by mail, phone, or internet before 10:59 a.m. ET on March 6, 2026. According to Azitra, instructions and the control number are on the proxy card and votes received by the deadline will be counted.