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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): 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) |
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 |
