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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 23,
2025
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 5.07 Submission of Matters to a Vote of Security Holders
On June 23, 2025, Azitra, Inc. (the “Company”), convened
its 2025 annual meeting of stockholders (the “Annual Meeting”). 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 three proposals, each of which is described in more detail in the proxy statement for
the Annual Meeting (the “Proxy Statement”). As described in more detail below, the polls were left open on an additional proposal
in order to allow additional time for the stockholders to vote on such proposal.
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 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 our Board of Directors are 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 | |
1,107,896 | |
255,481 | |
7,225,742 |
| Travis Whitfill | |
1,120,930 | |
242,447 | |
7,225,742 |
| Barbara Ryan | |
1,260,318 | |
103,059 | |
7,225,742 |
| John Schroer | |
1,263,148 | |
100,229 | |
7,225,742 |
Proposal No. 3. 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, 2025,
with shares voted as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 8,370,807 | |
151,361 | |
66,951 | |
0 |
Proposal No. 4. Stockholders approved, for purposes of complying
with NYSE American Rule 713(a), of 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 purchase agreement with Alumni Capital LP, with shares voted as
follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 1,204,236 | |
155,171 | |
3,970 | |
7,225,742 |
Stockholders did not vote on Proposal No. 2 (Adoption of an amendment
to the Company’s Second Amended and Restated Certificate of Incorporation (as amended) to increase the authorized number of shares
of the Company’s common stock from 100,000,000 shares to 200,000,000 shares) at the Annual Meeting. On June 18, 2025, the Company
filed a supplement to the Proxy Statement for the Annual Meeting, which updated the disclosure included in the Proxy Statement relating
to the applicable voting standard on Proposal No. 2. Accordingly, the Annual Meeting was adjourned in order to allow additional time for
the stockholders to vote on Proposal No. 2.
The reconvened Annual Meeting (the “Reconvened Annual Meeting”)
will be held virtually on July 3, 2025 at 11:00 a.m., Eastern Time. Stockholders can attend and participate, vote and submit a question
at the Reconvened Annual Meeting via the same link previously provided upon registration for the Annual Meeting. Valid proxies submitted
prior to the Annual Meeting will continue to be valid for the Reconvened Annual Meeting, unless properly changed or revoked prior to votes
being taken at the Reconvened Annual Meeting. The record date of May 28, 2025 will remain the same for the Reconvened Annual Meeting.
During the period of the adjournment, the polls for Proposal No. 2 will remain open.
Additional Information and Where to Find It
In connection with the Annual Meeting, the Company filed with the U.S.
Securities and Exchange Commission (the “SEC”) a definitive proxy statement of which was mailed to the Company’s stockholders
as of the record date for the Annual Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT,
AS WELL AS ALL AMENDMENTS AND SUPPLEMENTS THERETO (INCLUDING THE AMENDMENT FILED WITH THE SEC ON JUNE 18, 2025), BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE ANNUAL MEETING. The Company’s stockholders may also obtain copies of
the Proxy Statement, the Annual Report to stockholders and all other relevant documents filed or that will be filed with the SEC in connection
with the Annual Meeting, without charge, once available, at the SEC’s website at http://www.sec.gov or by directing a request to:
Azitra, Inc., 21 Business Park Drive, Branford, Connecticut 06405.
Participants in the Solicitation
The Company and certain of its respective directors, executive officers,
and other members of management and employees may be deemed participants in the solicitation of proxies of the Company’s stockholders
in connection with the Annual Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION
REGARDING THE DIRECTORS AND OFFICERS OF THE COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024, WHICH
WAS FILED WITH THE SEC ON FEBRUARY 24, 2025.
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 23, 2025 |
By: |
/s/ Francisco
D. Salva |
| |
|
Francisco D. Salva |
| |
|
Chief Executive Officer |
