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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): October 1, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
October 1, 2025, Azitra, Inc. (the “Company”) received notification (the “Letter”) from the NYSE American LLC
(the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity requirement
of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of $4.0
million or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal
years. As of June 30, 2025, the Company had stockholders’ equity of $2.2 million and has had losses in three of its four most recent
fiscal years ended December 31, 2024.
The
Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until October 31, 2025,
to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards
by April 1, 2027. The Company intends to submit a plan to regain compliance with NYSE American listing standards. If the NYSE American
accepts the Plan, the Company will be notified in writing and will be subject to periodic reviews including quarterly monitoring for
compliance with the Plan. If the Company does not submit a Plan or if the Plan is not accepted by the NYSE American, delisting proceedings
will commence. Additionally, if the Plan is accepted but the Company is not in compliance with the listing standards set forth in the
Company Guide by April 1, 2027, or does not make progress consistent with the Plan during the plan period, then delisting proceedings
will be initiated as appropriate.
The
Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The
Letter has no immediate effect on the listing or trading of the Company’s common stock on the NYSE American. The Company’s
receipt of the Letter from the NYSE American does not affect the Company’s business, operations or reporting requirements with
the U.S. Securities and Exchange Commission.
Item
8.01 Other Events.
On
October 3, 2025, the Company issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K,
a copy of which is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| 99.1 |
|
Press Release dated October 3, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
The
Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking
statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,”
“will,” “intends,” “potential,” “suggests,” “assuming,” “designed”
and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current
beliefs and expectations. These forward-looking statements include statements regarding the Company’s expectations regarding a
period to comply with the Plan and applicable NYSE American requirements, and actions of the Company and/or the NYSE American to be taken
with respect to matters discussed in the Letter. The inclusion of forward-looking statements should not be regarded as a representation
by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this Current Report on Form
8-K due to the risks and uncertainties associated with continued listing on the NYSE American, risks and uncertainties inherent in the
Company’s business, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company
undertakes no obligation to revise or update this Current Report on Form 8-K to reflect events or circumstances after the date hereof.
This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
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:
October 3, 2025 |
By: |
/s/
Francisco Salva |
| |
Name: |
Francisco
Salva |
| |
Title: |
Chief
Executive Officer |
