Azitra (NYSE: AZTR) faces NYSE American equity compliance notice

Rhea-AI Filing Summary

Azitra, Inc. received a notice from NYSE American that it no longer meets the exchange’s listing standard requiring at least $4.0 million in stockholders’ equity for companies with losses in three of the four most recent fiscal years. As of June 30, 2025, Azitra reported stockholders’ equity of $2.2 million and losses in three of its four most recent fiscal years ended December 31, 2024.

The company has until October 31, 2025 to submit a plan to regain compliance by April 1, 2027. If the plan is accepted, Azitra will undergo periodic reviews, and failure to execute or regain compliance by that date may lead to delisting proceedings. The letter does not immediately affect the listing or trading of Azitra’s common stock and does not change its SEC reporting obligations.

Positive

• None.

Negative

• NYSE American non-compliance and delisting risk: Azitra reported stockholders’ equity of $2.2 million as of June 30, 2025, below the NYSE American $4.0 million requirement for companies with multi-year losses, triggering a formal remediation process that could lead to delisting if the company fails to regain compliance by April 1, 2027.

Insights

Equity & Listing Standards Analyst

NYSE American has flagged Azitra for low equity, creating medium-term delisting risk.

Azitra, Inc. fell below NYSE American’s stockholders’ equity requirement of $4.0 million, with equity of $2.2 million as of June 30, 2025 and losses in three of its four most recent fiscal years ended December 31, 2024. This triggers Section 1009 procedures, which are designed to address prolonged financial weakness rather than short-term volatility.

The company must submit a viable compliance plan by October 31, 2025, showing how it will meet continued listing standards by April 1, 2027. Acceptance of the plan would keep the stock listed during a monitoring period, but progress will be reviewed quarterly and failure to execute or meet targets can lead to delisting proceedings.

There is no immediate trading impact from the notice, and Azitra can appeal any staff delisting determination under Section 1010 and Part 12 of the Company Guide. Future disclosures about the submitted plan, NYSE American’s decision, and subsequent periodic reviews will clarify how the company addresses the equity shortfall and listing risk.

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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

FAQ

Why did Azitra (AZTR) receive a non-compliance notice from NYSE American?

Azitra received a notice because its stockholders’ equity was $2.2 million as of June 30, 2025, below the $4.0 million minimum required by NYSE American for companies that have reported losses in three of the four most recent fiscal years.

What listing standard is Azitra (AZTR) not meeting?

Azitra is not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide, which requires stockholders’ equity of $4.0 million or more for issuers that have reported losses from continuing operations and/or net losses in three of the four most recent fiscal years.

What deadlines has NYSE American set for Azitra (AZTR) to regain compliance?

Azitra must submit a compliance plan to NYSE American by October 31, 2025, describing actions to regain compliance with listing standards by April 1, 2027.

Does the NYSE American notice immediately affect trading in Azitra (AZTR) stock?

No. The company states that the NYSE American letter has no immediate effect on the listing or trading of its common stock on NYSE American.

What happens if Azitra (AZTR) does not submit an acceptable plan to NYSE American?

If Azitra does not submit a plan by October 31, 2025, or if NYSE American does not accept the plan, delisting proceedings will commence under the exchange’s rules.

What if Azitra’s (AZTR) plan is accepted but it fails to regain compliance by April 1, 2027?

If the plan is accepted but Azitra is not in compliance with the listing standards by April 1, 2027, or does not make progress consistent with the plan, NYSE American may initiate delisting proceedings at that time.

Can Azitra (AZTR) appeal a NYSE American delisting determination?

Yes. Azitra may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the NYSE American Company Guide.