Azitra, Inc. Announces Reverse Stock Split

Rhea-AI Summary

Azitra (NYSE American: AZTR), a clinical-stage biopharmaceutical company specializing in precision dermatology, has announced a 1-for-6.66 reverse stock split effective August 21, 2025. The company's common stock will continue trading under the symbol "AZTR" on the NYSE American with a new CUSIP number 05479L302.

The reverse split will reduce Azitra's outstanding shares from 23,476,354 to approximately 3,524,978. Stockholders will receive cash in lieu of fractional shares, calculated based on the average closing prices for the five trading days before the split. The split will proportionally adjust equity awards and warrants, including their exercise prices.

["Will help maintain NYSE American listing requirements", "No change to stockholder's percentage ownership in the company", "Stockholders automatically receive cash for fractional shares"]

Positive

• None.

Negative

• Significant reduction in total outstanding shares could impact stock liquidity
• Additional administrative costs for processing fractional shares
• May indicate company's struggle to maintain minimum share price requirements

Common Stock Will Begin Trading on a Split-Adjusted Basis on August 21, 2025

BRANFORD, Conn., Aug. 11, 2025 /PRNewswire/ -- Azitra, Inc. (NYSE American: AZTR), a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced that it intends to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 6.66 pre-split shares. The reverse stock split will become effective at 12:01 A.M. Eastern Time, on August 21, 2025. The Company's common stock will continue to be traded on the NYSE American under the symbol "AZTR" and will begin trading on a split-adjusted basis when the market opens on August 21, 2025. The new CUSIP number for the Company's common stock following the reverse stock split will be 05479L302.

At a special meeting of stockholders held on February 20, 2025, the Company's stockholders granted the Company's Board of Directors the discretion to effect a reverse stock split of the Company's common stock through an amendment to its Second Amended and Restated Certificate of Incorporation, as amended, at a ratio of not less than 1-for-2 and not more than 1-for-7, with such ratio to be determined by the Company's Board of Directors. On August 7, 2025, the Board of Directors of Azitra approved the final split ratio of 1-for-6.66 and the effective date of August 21, 2025. 

At the effective time of the reverse stock split, every 6.66 shares of the Company's issued common stock will be converted automatically into one issued share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-6.66 reverse stock split. It is not necessary for stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares of common stock will be issued in connection with the reverse split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to receive cash (without interest) in lieu of fractional shares, equal to such fraction multiplied by the average of the closing sales prices of the common stock on the NYSE American during regular trading hours for the five consecutive trading days immediately preceding the effective date of the reverse split (with such average closing sales prices being adjusted to give effect to the reverse split).

The reverse stock split will reduce the number of issued shares of the Company's common stock from 23,476,354 shares to approximately 3,524,978 shares. Proportional adjustments will be made to the number of shares of the Company's common stock issuable upon exercise or conversion of the Company's equity awards and warrants, as well as the applicable exercise price. Stockholders whose shares are held in brokerage accounts should direct any questions concerning the reverse stock split to their broker. All stockholders of record may direct questions to the Company's transfer agent, VStock Transfer Company, at action@vstocktransfer.com.

Additional information about the reverse stock split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on January 14, 2025, which is available free of charge at the SEC's website, www.sec.gov, and on the Company's website at https://azitrainc.com/.

About Azitra, Inc.

Azitra, Inc. is a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology. Azitra'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 adults with Netherton syndrome. ATR-04, Azitra's additional clinical program, utilizes another engineered strain of S. epidermidis for the treatment of EGFR inhibitor ("EGFRi") associated skin toxicity; a Phase 1/2 clinical trial has been initiated for this program. Azitra has received Fast Track designation from the FDA for this program to treat EGFRi associated rash, which impacts approximately 150,000 people in the United States. 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.

Contacts
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

When will Azitra's (AZTR) reverse stock split take effect?

Azitra's reverse stock split will take effect at 12:01 A.M. Eastern Time on August 21, 2025, with trading on a split-adjusted basis beginning when the market opens that day.

What is the ratio of Azitra's (AZTR) reverse stock split?

Azitra announced a reverse stock split ratio of 1-for-6.66, meaning every 6.66 pre-split shares will be converted into one post-split share.

How many shares will Azitra (AZTR) have after the reverse split?

After the reverse split, Azitra's outstanding shares will be reduced from 23,476,354 to approximately 3,524,978 shares.

Do Azitra (AZTR) shareholders need to take any action for the reverse split?

No action is required. Shares held in brokerage accounts will be automatically adjusted, and stockholders with certificated shares are not required to exchange their certificates.

What happens to fractional shares in Azitra's (AZTR) reverse split?

Stockholders entitled to fractional shares will receive cash compensation based on the average closing price for the five trading days before the split date.