Azitra Inc SEC Filings

L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G/A for Azitra, Inc. (AZTR), reporting beneficial ownership of 273,497 shares of Common Stock, representing 2.6% of the class.

The filing states that the 273,497 shares include Common Stock underlying 273,497 warrants. The percentage is based on 10,204,938 shares outstanding as of November 11, 2025, as referenced from the issuer’s Form 10-Q. The holder reports sole voting and dispositive power over 273,497 shares and certifies the securities were not acquired to change or influence control. The date of the event is November 14, 2025.

Azitra, Inc. (AZTR) filed an 8-K and furnished a press release announcing financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference in this report solely for Item 2.02. The company notes the information is furnished, not filed, meaning it is not subject to Section 18 liabilities and is not incorporated into other filings under the Securities Act or Exchange Act by general reference.

Azitra, Inc. (AZTR) filed its Q3 2025 report, showing no revenue and a net loss of $2.8 million for the quarter. Operating expenses were $2.8 million (G&A $1.59 million; R&D $1.18 million). Year to date, the company reported a net loss of $8.7 million and used $8.3 million in operating cash.

Cash and cash equivalents were $1.4 million with stockholders’ equity of $2.3 million as of September 30, 2025. Shares outstanding were 5,604,938 as of September 30, 2025; the company reported 10,204,938 shares outstanding as of November 11, 2025. Azitra drew on a $20 million equity line of credit, issuing 7,955,823 shares and 795,579 warrants for gross proceeds of $6.0 million, with approximately $14.0 million remaining available as of November 12, 2025.

NYSE American issued a deficiency notice on October 1, 2025, citing stockholders’ equity below $4.0 million; Azitra submitted a compliance plan. Management disclosed substantial doubt about going concern due to the accumulated deficit of $66.3 million, ongoing losses, and limited working capital of $0.4 million. The company effected reverse stock splits in 2024 and 2025 and increased authorized common shares to support capital-raising.

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.