Azitra (NYSE: AZTR) revises $20M Alumni Capital stock facility

Rhea-AI Filing Summary

Azitra, Inc. entered into a Modification Agreement with Alumni Capital LP that updates pricing terms under an existing equity purchase agreement for up to $20 million of common stock. The company can require Alumni Capital to buy shares in tranches of up to $750,000 each, or up to $4 million per purchase if both parties agree in writing. For each purchase, Azitra may choose between two pricing methods: either 90% of the lowest daily volume-weighted average price over a period of up to five business days after a purchase notice, or 97% of the lowest traded price from the date the purchase notice is delivered through the time Alumni Capital is ready to close. All other terms of the original April 24, 2025 purchase agreement remain in effect.

Insights

Equity Capital Markets Analyst

Azitra refines pricing mechanics on a $20M equity purchase facility.

Azitra has adjusted terms on its equity line with Alumni Capital LP, keeping the total potential investment amount at up to $20 million but giving the company two specific pricing formulas for future stock sales. The facility allows Azitra to draw capital in multiple tranches, generally up to $750,000 per purchase, or up to $4 million upon mutual written agreement.

The new structure lets Azitra elect either 90% of the lowest daily volume-weighted average price over a short, defined window after a purchase notice, or 97% of the lowest traded price during a narrower period starting on the notice date. These discounts are tied directly to observed market prices, and actual capital raised will depend on how often Azitra delivers purchase notices and prevailing share prices at those times.

All other provisions of the original April 24, 2025 purchase agreement remain unchanged, so the modification is focused on execution mechanics rather than increasing the facility size. Subsequent disclosures will indicate if and when Azitra uses this structure to sell shares to Alumni Capital and how much of the $20 million capacity is drawn.

false 0001701478 0001701478 2025-08-26 2025-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 26, 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 1.01 Entry into a Material Definitive Agreement.

On August 26, 2025, Azitra, Inc. (the “Company”) entered into a Modification Agreement (the “Modification Agreement”) with Alumni Capital LP (the “Purchaser”) to amend certain terms of the Purchase Agreement, dated April 24, 2025, between the Company and Purchaser (the “Purchase Agreement”), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $20 million (the “Investment Amount”) of shares (the “ELOC Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) in a series of purchases each up to $750,000 (or up to $4 million upon mutual written agreement between the Company and the Purchaser).

Pursuant to the Modification Agreement, the Company may at its election, cause the Purchaser to make a series of purchases of ELOC Shares either at (i) the lowest daily volume weighted average price of the Common Stock during the period commencing on the date that the Company delivers written notice (the “Purchase Notice”) and ending on the earlier of (a) five (5) business days immediately following the date of a Purchase Notice, and (b) the date on which the Purchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 90% (“Purchase Notice Option 1”) or (ii) the lowest traded price of Common Stock during the period commencing on the date the Company delivers a Purchase Notice and ending on the earlier of (x) the same business day a Purchase Notice is delivered, and (y) the date on which the Purchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 97% (“Purchase Notice Option 2”). Each Purchase Notice delivered by the Company must specify whether Purchase Notice Option 1 or Purchase Notice Option 2 is selected and the number of ELOC Shares to be purchased. All other terms and conditions of the Purchase Agreement remain in full force and effect.

The foregoing descriptions of the Purchase Agreement and the Modification Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Purchase Agreement and the Modification Agreement, copies of which are filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2025, and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
10.1		Modification Agreement, dated August 26, 2025, by and between Azitra, Inc. and Alumni Capital LP.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AZITRA, INC.
Dated: August 29, 2025	By:	/s/ Francisco Salva
	Name:	Francisco Salva
	Title:	Chief Financial Officer

3

FAQ

What did Azitra (AZTR) change in its agreement with Alumni Capital?

Azitra entered into a Modification Agreement with Alumni Capital LP that updates how the price of future stock purchases will be determined under an existing equity purchase agreement. The overall potential investment amount of up to $20 million remains the same.

How much stock can Azitra sell under the updated equity purchase arrangement?

Azitra may sell Alumni Capital up to an aggregate of $20 million of common stock, in a series of purchases generally up to $750,000 each. Individual purchases can be increased to up to $4 million if Azitra and Alumni Capital mutually agree in writing.

How is the share price determined under Azitra’s modified agreement?

For each purchase notice, Azitra can choose either Purchase Notice Option 1, which prices shares at 90% of the lowest daily volume-weighted average price over a short period after the notice, or Purchase Notice Option 2, which prices shares at 97% of the lowest traded price during a period starting on the notice date and ending when Alumni Capital is ready to close.

Does the modification change any other terms of Azitra’s purchase agreement?

No. The filing states that all other terms and conditions of the original April 24, 2025 Purchase Agreement between Azitra and Alumni Capital remain in full force and effect. The modification is limited to the mechanics for pricing and executing future purchases.

Is Azitra required to sell shares under this $20 million facility?

The agreement gives Azitra the right, but not the obligation, to sell common stock to Alumni Capital under the equity purchase arrangement. Alumni Capital is obligated to purchase shares when Azitra delivers a valid purchase notice that meets the agreement’s terms.

What SEC form did Azitra use to disclose this Modification Agreement?

Azitra disclosed the Modification Agreement with Alumni Capital LP in a Form 8-K, under the item covering entry into a material definitive agreement.