[8-K] Azitra Inc Reports Material Event

Rhea-AI Filing Summary

Color Star Technology Co., Ltd. (NASDAQ: ADD) reported the results of its 29 June 2025 Annual General Meeting in a Form 6-K filing. Holders of 17,083,723 ordinary shares, representing 57.9 % of outstanding shares, formed a quorum and approved every agenda item.

Key resolutions:

• Reverse Share Split & Share Consolidation: Board may implement a reverse split at a ratio between 1-for-5 and 1-for-100. This reduces the share count and raises the par value while keeping authorised capital at US$32 million. Vote: 99.0 % in favour (16.92 m For / 0.16 m Against).
• Corporate Rebrand: Company name will change to Zeta Network Group. Vote: 99.3 % in favour (16.97 m For).
• Articles Amendment: Adoption of a Seventh Amended & Restated Memorandum and Articles to reflect the share consolidation and name change (99.3 % support).
• 2025 Equity Incentive Plan: Authorises new share-based awards; passed with 99.1 % support.
• Board Elections: Five directors (Wei Zhang, Hung-Jen Kuo, Honglei Jiang, Yan Zhang, Samantha Huang) re-elected with ~99.2 % approval each.
• Auditor Ratification: Assentsure PAC retained for FY 2025 (99.5 % approval).
• Routine filings and adjournment authorities also approved.

Implications for investors: The reverse split authority provides flexibility to lift a depressed share price or meet exchange listing requirements, but may compress existing shareholdings depending on the final ratio chosen. The equity plan could introduce dilution over time, while the rebrand signals a strategic repositioning. No financial performance metrics were disclosed in this filing.

Positive

• Shareholder approvals across all 12 proposals provide the board with clear mandate and reduce execution risk.
• Potential bid-price compliance through authorised reverse split could help maintain NASDAQ listing.
• Rebranding to Zeta Network Group may refresh market perception and align with strategic repositioning.

Negative

• Broad 1-for-100 reverse split authority introduces uncertainty and potential value compression for existing shareholders.
• 2025 Equity Incentive Plan adds future dilution risk, particularly after the share consolidation.

Insights

Financial Analyst

TL;DR Governance items passed; reverse split enables compliance but raises dilution risk—overall neutral to slightly cautious impact.

The reverse split authority is the most material resolution. It gives the board a broad 1-for-5 to 1-for-100 range, suggesting a potentially very low current trading price and possible NASDAQ delisting pressure. While a consolidation can restore bid price compliance, it does not add intrinsic value and historically leads to negative post-split returns if not paired with operational improvement. The 2025 Equity Incentive Plan further increases potential dilution once the split is effected. On the positive side, all items passed with overwhelming support, indicating shareholder alignment, and the rebranding could facilitate marketing around new business lines. Absent earnings data, cash metrics, or strategic detail, the filing is largely procedural. I view the net impact as neutral, with a watch flag on execution of the split ratio.

Corporate Governance Expert

TL;DR Strong shareholder support reflects governance stability; broad split authority requires vigilant oversight.

From a governance perspective, achieving nearly 99 % approval across all items shows effective engagement and absence of organised dissent. Amendments to the Memorandum and Articles are routine when undertaking a share consolidation and name change, and the company has secured authorisation for requisite Cayman filings, minimising procedural risk. However, granting a 1-for-100 cap without preset conditions concentrates significant power in the board’s hands. Best practice would involve clearer triggers or a narrower range to protect minority holders. The refreshed board composition and continued appointment of Assentsure PAC provide continuity. Overall impact is neutral but merits monitoring the board’s timing and communication around the eventual split execution.

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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): July 3, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 3, 2025, Azitra, Inc. (the “Company”), reconvened its 2025 annual meeting of stockholders (the “Reconvened Annual Meeting”), which was initially held on June 23, 2025 and adjourned to July 3, 2025 to allow additional time for the stockholders to vote on Proposal No. 2. At the Reconvened Annual Meeting, the Company’s stockholders adopted Proposal No. 2, which is an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares (the “Authorized Share Increase”). Following the Reconvened Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to implement the Authorized Share Increase.

The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment to implement the Authorized Share Increase, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Reconvened 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. The final voting result on Proposal No. 2 submitted to stockholders at the Reconvened Annual Meeting is set forth below.

Proposal No. 2. Stockholders adopted 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, with shares voted as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,090,701		278,960		2,607		7,217,442

Item. 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
3.1		Certificate of Amendment filed with the Delaware Secretary of State on July 3, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL).

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: July 3, 2025	By:	/s/ Francisco D. Salva
		Francisco D. Salva
		Chief Executive Officer

FAQ

What reverse split ratio did Color Star (ADD) approve?

Shareholders authorised a ratio between 1-for-5 and 1-for-100; the exact ratio will be set later by the board.

Why is Color Star changing its name to Zeta Network Group?

The AGM approved a special resolution to rebrand; the filing gives no additional rationale beyond adopting the new name.

Did shareholders approve the 2025 Equity Incentive Plan?

Yes, the plan passed with 16.93 m For vs. 0.15 m Against, enabling future share-based awards.

Who will audit Color Star for FY 2025?

Assentsure PAC was ratified as the independent registered public accounting firm.

Were any directors opposed during the elections?

All five directors received about 99 % support; opposition votes ranged from 0.14 m to 0.15 m shares.

What percentage of shares were represented at the AGM?

Approximately 57.94 % of the 29.48 m outstanding shares were present or represented by proxy.