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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 15, 2026
AZITRA,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41705 |
|
46-4478536 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
21
Business Park Drive
Branford,
CT 06405
(Address
of principal executive offices)(Zip Code)
(203)
646-6446
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 |
|
AZTR |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
June 15, 2026, Azitra, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”)
to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”)
with the Secretary of State of the State of Delaware to increase the authorized shares of the Company’s common stock, par value
$0.0001 per share, from 200,000,000 to 750,000,000 shares and to make a corresponding change to the number of authorized shares of capital
stock (the “Authorized Share Increase”). The Authorized Share Increase was approved by stockholders at the Company’s
Annual Meeting as described in Item 5.07 below.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Current
Report”) and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
On
June 15, 2026, the Company reconvened its 2026 annual meeting of stockholders (the “Annual Meeting”), which was initially
convened and then adjourned, without conducting any business on June 4, 2026. Proxies had been submitted by stockholders representing
over one-third of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the
Annual Meeting, the Company’s stockholders voted on eight proposals, each of which is described in more detail in the proxy statement
for the Annual Meeting (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on May 8, 2026 and
is incorporated herein by reference. The following is a brief description of the matters voted upon and the results.
Proposal
No. 1. Stockholders approved the election of the four director nominees named in the Proxy Statement to serve as members of the Board
of Directors (the “Board”) of the Company until the next annual meeting of stockholders and until their successors are duly
elected and qualified. The director nominees named in the Proxy Statement for election to the Company’s Board were the following
individuals: Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer, with shares voted as follows:
| Name |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Francisco
D. Salva |
|
639,815 |
|
576,647 |
|
4,861,794 |
| Travis
Whitfill |
|
642,109 |
|
574,353 |
|
4,861,794 |
| Barbara
Ryan |
|
1,087,320 |
|
129,142 |
|
4,861,794 |
| John
Schroer |
|
643,985 |
|
572,477 |
|
4,861,794 |
Proposal
No. 2. Stockholders approved the adoption of an amendment to the Company’s Certificate of Incorporation to increase the authorized
number of shares of the Company’s common stock from 200,000,000 shares to 750,000,000 shares, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 713,487 |
|
476,452 |
|
26,523 |
|
4,861,794 |
As
described in Item 5.03 of this Current Report, the Company filed the Certificate of Amendment with the Secretary of State of the State
of Delaware on June 15, 2026 to effect the Authorized Share Increase.
Proposal
No. 3. Stockholders approved the adoption of an amendment to the Company’s Certificate of Incorporation, and authorized the
Company’s Board, to effect one or more reverse stock splits, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 645,704 |
|
550,065 |
|
20,693 |
|
4,861,794 |
Proposal
No. 4. Stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 5,319,060 |
|
699,850 |
|
59,346 |
|
0 |
Proposal
No. 5. Stockholders approved, for purposes of complying with NYSE American Company Guide Sections 713(a) and 713(b), the issuance
of more than 19.99% of the Company’s issued and outstanding shares of common stock, including shares of common stock underlying
warrants, pursuant to the securities purchase agreement with Alumni Capital LP, dated November 24, 2025, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 986,846 |
|
221,077 |
|
8,539 |
|
4,861,794 |
Proposal
No. 6. Stockholders approved, for purposes of complying with NYSE American Company Guide Sections 713(a) and 713(b), the issuance
of more than 19.99% of the Company’s issued and outstanding shares of common stock, upon the conversion of the Company’s
Series A Preferred Stock and upon the exercise of the Series B Warrants and Series C Warrants (or, in certain circumstances, upon the
exercise of pre-funded warrants), pursuant to the securities purchase agreement, dated March 18, 2026, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 965,498 |
|
237,974 |
|
12,990 |
|
4,861,794 |
Proposal
No. 7. Stockholders did not approve an amendment and restatement of the Azitra, Inc. 2023 Stock Incentive Plan (the “2023 Plan”)
to increase the authorized share reserve, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 443,678 |
|
738,123 |
|
34,661 |
|
4,861,794 |
Proposal
No. 8. Stockholders approved an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation
and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a
vote at the Annual Meeting, with shares voted as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 4,798,084 |
|
1,024,326 |
|
255,846 |
|
0 |
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| 3.1 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Azitra, Inc., as filed on June 15, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AZITRA,
INC. |
| |
|
|
| Dated:
June 16, 2026 |
By: |
/s/
Francisco D. Salva |
| |
|
Francisco
D. Salva |
| |
|
Chief
Executive Officer |
