Azitra Inc SEC Filings

Azitra Inc. states two offering scenarios and how net proceeds would fund operations under its current plan. If the company receives $8.95 million of net proceeds (based on gross proceeds of $10.0 million), management believes those proceeds, together with existing cash on hand, will satisfy its capital needs until October 2026. If the company receives $6.95 million of net proceeds (based on gross proceeds of $8.0 million), management believes those proceeds, without additional cash on hand, will satisfy its capital needs until September 2026. The filing discloses a historical net tangible book value per share as of June 30, 2025 of $0.48 and shows a pro forma net tangible book value per share increasing to $0.74 in one scenario and to $0.84 in another, with an indicated dilution of $0.14 per share to new investors.

Alumni Capital LP, its general partner Alumni Capital GP LLC, and control person Ashkan Mapar filed a Schedule 13G reporting a deemed beneficial ownership of 2,605,586 shares of Azitra, Inc. common stock, representing 9.99% of the class. The reported position reflects shares the Fund may acquire under a Purchase Agreement and existing or to-be-issued Commitment Warrants, including a present right to acquire 849,700 shares on exercise of outstanding warrants. Ownership is subject to stated limits: a Warrant Ownership Limitation that caps ownership at 9.99% and a Purchase Agreement Ownership Limitation that currently caps purchases at 4.99% unless increased to 9.99% per the agreement.

Azitra, Inc. filed a Form 8-K reporting a corporate charter change: a Certificate of Amendment was filed with the Delaware Secretary of State on August 20, 2025. The 8-K includes standard filing checkboxes but provides no further detail about the amendment's text, purpose, or effect on capital structure, governance, equity classes, or shareholder rights. No financial tables, earnings data, or transaction details are included in the disclosed excerpt.

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership of 1,521,492 shares of Azitra, Inc. Class A common stock, representing 6.48% of the outstanding common shares. The filing states these shares represent common stock underlying 1,521,492 warrants purchased July 24, 2024, and the percentage is calculated using 23,476,354 shares outstanding as of August 11, 2025.

The reporting person is organized in the Cayman Islands and discloses sole voting and dispositive power over the 1,521,492 shares. Directors David Feldman and Joel Arber are identified as directors of the reporting fund; the filing includes customary disclaimers about their beneficial ownership limited to pecuniary interests. The amendment emphasizes the holdings were not acquired to influence control of the issuer.

Azitra, Inc. reported continuing pre‑commercial operations and clinical progress while facing significant financing pressure. For the six months ended June 30, 2025 the company recorded a net loss of $5.96 million, used $5.89 million of cash in operating activities and ended the period with $1.05 million of cash. Total assets declined to $3.96 million from $7.36 million at year-end 2024, and working capital was approximately $0.3 million, contributing to management's conclusion of substantial doubt about the company's ability to continue as a going concern.

The company advanced its development programs: ATR-12 dosed its first patient in August 2024 with initial safety results reported in H1 2025; ATR-04 received IND clearance and Fast Track designation and is expected to dose its first patient in Q3 2025; ATR-01 remains in lead optimization with an IND targeted for 2026. On April 24, 2025 Azitra established a $20 million equity line of credit (ELOC) with Alumni Capital, issued shares and warrants under the ELOC and reported gross proceeds of $1.7 million, with $18.3 million available under the facility as of August 11, 2025.