Azitra Announces Pricing of Private Placement Financing of up to Approximately $10.5 Million with up to an Additional Approximately $20.9 Million

Rhea-AI Summary

Azitra (NYSE: AZTR) priced a private placement providing gross proceeds of up to $31.4 million, including initial gross proceeds of $10.5 million and up to an additional $20.9 million upon potential cash exercise of warrants.

The financing issues 10,470 Series A preferred shares, Series B and C warrants exercisable at $0.123 per share, and supports new protein and peptide R&D for cosmetic and cosmeceutical commercialization.

Positive

• $31.4M total financing capacity
• Initial $10.5M gross proceeds funded at close
• Warrants provide up to $20.9M additional proceeds
• Financing funds new filaggrin protein cosmetic programs

Negative

• Significant potential dilution from up to 170.2M warrant-linked shares
• Conversion terms create immediate increase in outstanding common shares upon approval
• Warrants exercisable at low price of $0.123, increasing dilution risk

News Market Reaction – AZTR

+28.82% 41.1x vol

61 alerts

+28.82% Session close to close

+200.8% Peak in 25 hr 33 min

$6.09M Market Cap

41.1x Rel. Volume

In the Mar 19 session, AZTR gained 28.82%, reflecting a significant positive market reaction. Argus tracked a peak move of +200.8% during that session. Our momentum scanner triggered 61 alerts that day, indicating high trading interest and price volatility. Trading volume was exceptionally heavy at 41.1x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +28.8% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +28.8% in the session following this news. A strong positive reaction aligns with the company securing up to approximately $31.4 million in new capital, compared with a prior $1.5 million private placement that led to a 2.93% gain. Investors may have viewed the expanded funding as improving runway versus past going‑concern and equity‑deficiency disclosures. However, large warrant coverage and conversion into common stock could still weigh on longer‑term valuation as dilution is absorbed.

Key Figures

Total gross proceeds: approximately $31.4 million Initial gross proceeds: approximately $10.5 million Additional warrant proceeds: approximately $20.9 million +5 more

8 metrics

Total gross proceeds approximately $31.4 million Maximum gross proceeds from current private placement (preferred + warrants)

Initial gross proceeds approximately $10.5 million Series A convertible preferred stock funding at closing

Additional warrant proceeds approximately $20.9 million Potential cash exercise of Series B and C warrants

Series A preferred shares 10,470 shares Aggregate Series A convertible non-redeemable preferred issued

Warrant share coverage 85,101,201 shares per series Common shares underlying Series B and Series C warrants

Warrant exercise price $0.123 per share Exercise price for both Series B and Series C warrants

Cosmetic ingredients market 2024 $2.3 billion Biotech-oriented cosmetic ingredients market size in 2024

Cosmetic ingredients 2030 projection $3.7 billion Projected biotech-oriented cosmetic ingredients market by 2030

Previous Private placement Reports

1 past event · Latest: Nov 24 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Nov 24	Private placement pricing	Negative	+2.9%	Small private placement at $0.32 with warrants priced at market premium.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The prior private placement saw a modest positive price reaction despite dilution, contrasting with today’s negative response to a much larger financing.

Recent Company History

Azitra’s past private placement on Nov 24, 2025 raised approximately $1.5 million and prompted a 2.93% gain, indicating investors then viewed the financing as manageable relative to the company’s needs. Since that time, Azitra has continued to rely on external capital, as reflected in recent regulatory filings about equity deficiencies and going-concern risks. Today’s significantly larger private placement for up to approximately $31.4 million fits a pattern of balance-sheet repair but is drawing a more negative initial share-price reaction.

Key Terms

securities purchase agreement, convertible preferred stock, warrants, pre-funded warrants, +4 more

8 terms

securities purchase agreement financial

"today announced that it has entered into a securities purchase agreement (the "SPA") with new and existing"

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.

convertible preferred stock financial

"Initial funding of approximately $10.5MM in convertible preferred stock and up to an additional"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

warrants financial

"up to an additional $20.9MM upon cash exercise of warrants Financing marks launch of Azitra"

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.

View in glossary

pre-funded warrants financial

"pre-funded warrants to purchase shares of Common Stock may be issued upon exercise of the Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership financial

"subject to certain beneficial ownership limitations set by each holder. Holders will receive"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

non-redeemable preferred stock financial

"shares of Series A convertible non-redeemable preferred stock (the "Series A Preferred Stock")"

Non-redeemable preferred stock is a type of share that pays fixed or stated dividends and cannot be forced to be bought back by the issuer, meaning investors usually hold it until they sell it on the market. It behaves like a hybrid between a bond and a stock: it offers more predictable income and priority over common shareholders in payouts, but limited upside and sensitivity to interest-rate changes make it important for income-focused investors to weigh yield versus price risk.

exercise price financial

"The Warrants will each have an exercise price of $0.123 per share, subject to adjustment"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

stockholders financial

"will automatically convert into approximately 8,129 shares of Common Stock upon the approval of the Company's stockholders"

Stockholders are individuals or institutions that own one or more shares of a company, giving them a piece of ownership and certain rights such as voting on key decisions and receiving dividends when paid. For investors this matters because stockholders share in a company’s gains and losses and can influence its direction—think of owning a slice of a business like being a co‑owner of a neighborhood shop: you benefit if it succeeds, and you bear risk if it struggles.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Initial funding of approximately $10.5MM in convertible preferred stock and up to an additional $20.9MM upon cash exercise of warrants

Financing marks launch of Azitra new innovative protein and peptide research programs for the cosmetic and cosmeceutical markets

Leverages untapped potential of Azitra's genetic engineering platform to accelerate time to commercialization

BRANFORD, Conn., March 19, 2026 /PRNewswire/ -- Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced that it has entered into a securities purchase agreement (the "SPA") with new and existing healthcare focused institutional investors. The financing is for gross proceeds of up to approximately $31.4 million to the Company, including initial gross proceeds of approximately $10.5 million and up to an additional $20.9 million in gross proceeds upon the potential cash exercise of accompanying warrants at the election of the investors. The transaction is expected to close on or about March 20, 2026, subject to the satisfaction of customary closing conditions.

Participating investors include institutional healthcare focused funds, Stonepine Capital and Nantahala Capital as well as other institutional funds and individual healthcare professionals, along with certain Company insiders, including the Company's Chief Executive Officer.

The financing enables Azitra to utilize its expertise in skin science and leverage its microbial genetic engineering platform to produce high value proteins and peptides for the cosmetic market. The market for biotech oriented cosmetic ingredients reached $2.3 billion in 2024 and is projected to grow to $3.7 billion by 2030¹. The new initiatives drive near term value creation opportunities by streamlining the time to commercialization and opening up a new universe of new potential strategic partners.

"Azitra is thrilled to be accelerating its new program focused on developing its proprietary filaggrin protein and peptide technologies for the consumer, cosmeceutical market," said Chief Executive Officer, Francisco Salva. "We are confident these technologies offer an exciting new way to address the appearance of fine lines and wrinkles as well as dry sensitive skin and eczema-like rashes. Over the last two decades, research has evolved to understand that such issues are not just the result of immune system overdrive but are commonly driven by a physical barrier deficiency caused by a lack of sufficient filaggrin protein and subsequent breakdown into peptides and natural moisturizing factors."

Pursuant to the terms of the SPA, the Company is selling to investors in the financing an aggregate of (i) 10,470 shares of Series A convertible non-redeemable preferred stock (the "Series A Preferred Stock"), (ii) Series B warrants (the "Series B Warrants") to purchase up to 85,101,201 shares of the Company's common stock, par value $0.0001 ("Common Stock") and (iii) Series C warrants (the "Series C Warrants") to purchase up to 85,101,201 shares of Common Stock, (the Series B Warrants together with the Series C Warrants, the "Warrants"). Each share of Series A Preferred Stock is being sold together with a Series B Warrant to purchase 8,129 shares of Common Stock and a Series C Warrant to purchase 8,129 shares of Common Stock. The Series A Preferred Stock was sold at a purchase price of $1,000 per share to the investors. The Warrants will each have an exercise price of $0.123 per share, subject to adjustment in certain circumstances. In accordance with the terms of the Warrants, in certain circumstances, pre-funded warrants to purchase shares of Common Stock may be issued upon exercise of the Warrants (the "Pre-Funded Warrants").

Each share of Series A Preferred Stock will automatically convert into approximately 8,129 shares of Common Stock upon the approval of the Company's stockholders and subject to certain beneficial ownership limitations set by each holder. Holders will receive Pre-Funded Warrants in lieu of shares of Common Stock upon conversion of the Series A Preferred Stock to avoid going above the beneficial ownership limitation. The Warrants will be exercisable following the receipt of approval by the Company's stockholders. The Series B Warrants will terminate 18 months following the date of stockholder approval. The Series C Warrants will terminate, subject to certain exceptions, upon the 30th calendar day following the date on which the Company publicly announces data from its planned human cosmetic study testing the effect of the filaggrin technology.

The issuance of the securities is being made pursuant to exemptions from the registration requirements of the federal and state securities laws. Pursuant to the transaction documents, the Company must register the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants.

The Company intends to use the initial net proceeds from the financing, together with the Company's existing cash and cash equivalents to provide financing for research and development, general corporate expenses, and working capital needs.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Azitra, Inc.

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, ATR-04, 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. Azitra is also developing its proprietary filaggrin protein and peptide technologies for the consumer, cosmeceutical market. The new initiative is the first amongst others, which aim to leverage Azitra's microbial genetic engineering platform to manufacture innovative proteins and peptides for the cosmetic and research markets. For more information, please visit https://azitrainc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by words such as "aims," "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "intends," "may," "plans," "possible," "potential," "seeks," "will," and variations of these words or similar expressions that are intended to identify forward-looking statements. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without limitation, statements regarding the expected closing of the private placement, development of the Company's proprietary filaggrin protein and peptide technologies, and statements about our clinical and preclinical programs, and corporate and clinical/preclinical strategies.

Any forward-looking statements in this press release are based on current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: conditions to the closing of the private placement, the receipt of stockholder approval, the exercise of the Warrants upon receipt of stockholder approval, we may fail to successfully complete our Phase 1b trial for ATR-12 program; we may experience delays in the dosing of our first patient in our Phase 1/2 trial for our ATR-04 program; our product candidates may not be effective; there may be delays in regulatory approval or changes in regulatory framework that are out of our control; our estimation of addressable markets of our product candidates may be inaccurate; we may fail to timely raise additional required funding; more efficient competitors or more effective competing treatment may emerge; we may be involved in disputes surrounding the use of our intellectual property crucial to our success; we may not be able to attract and retain key employees and qualified personnel; earlier study results may not be predictive of later stage study outcomes; and we are dependent on third-parties for some or all aspects of our product manufacturing, research and preclinical and clinical testing. Additional risks concerning Azitra's programs and operations are described or incorporated by reference in our annual report on Form 10-K filed with the SEC on February 27, 2026. Azitra explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

Contact

Norman Staskey
Chief Financial Officer
staskey@azitrainc.com

Investor Relations 
Tiberend Strategic Advisors, Inc.
David Irish
231-632-0002
dirish@tiberend.com

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

¹ Source: Grand View Research

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SOURCE Azitra, Inc.

FAQ

How much financing did Azitra (AZTR) secure in the March 19, 2026 private placement?

Azitra secured gross proceeds of up to $31.4 million, including an initial $10.5 million. According to the company, investors may provide up to $20.9 million more through cash exercise of the Series B and C warrants.

What securities were sold in Azitra's (AZTR) financing and at what prices?

The company sold 10,470 Series A convertible preferred shares at $1,000 per share plus Series B and C warrants. According to the company, each warrant has an exercise price of $0.123 per share.

When will Azitra's (AZTR) financing close and what approvals are required?

The transaction is expected to close on or about March 20, 2026, subject to customary closing conditions. According to the company, stockholder approval is needed for preferred stock conversion and warrant exercisability.

How will Azitra (AZTR) use proceeds from the $31.4M financing?

Proceeds will fund research and development, general corporate expenses, and working capital needs. According to the company, initial net proceeds plus existing cash will finance filaggrin protein and peptide cosmetic programs.

What dilution or share impact should investors expect from Azitra's (AZTR) warrants and conversion?

Investors could face material dilution given warrants to purchase up to 170.2 million common shares and conversion ratios. According to the company, each preferred share converts into about 8,129 common shares subject to ownership limits.