Azitra (NYSE: AZTR) outlines NYSE American compliance plan after equity notice

Rhea-AI Filing Summary

Azitra, Inc. reports that NYSE American has accepted its plan to regain compliance with the exchange’s minimum stockholders’ equity listing standard and granted a plan period through April 1, 2027.

Azitra previously received a notice on October 1, 2025 that it was not in compliance with Section 1003(a)(ii), which requires stockholders’ equity of $4.0 million or more for companies that have reported losses from continuing operations or net losses in three of the four most recent fiscal years. During the plan period, the company must provide quarterly updates to NYSE American staff with its regular SEC reports, and the exchange may initiate delisting proceedings if Azitra fails to make sufficient progress or does not regain compliance by the deadline. Azitra cautions that there is no assurance it will meet the equity requirement or remain in compliance with other NYSE American listing standards.

Positive

• None.

Negative

• NYSE American noncompliance and delisting risk: Azitra has been notified that it does not meet the Section 1003(a)(ii) stockholders’ equity requirement of $4.0 million and could face delisting if it has not regained compliance by April 1, 2027 or fails to make sufficient progress under its plan.

Insights

Equity & Listing Standards Analyst

Azitra has a long-dated NYSE American compliance plan but still faces delisting risk if equity is not restored.

Azitra discloses that NYSE American has accepted its remediation plan after finding the company out of compliance with Section 1003(a)(ii), which requires stockholders’ equity of at least $4.0 million for issuers with multi-year losses. The exchange granted a plan period running through April 1, 2027, giving the company a defined window to improve its equity position.

Under this plan, Azitra must deliver quarterly progress updates to NYSE American concurrent with its periodic SEC reports. The exchange retains discretion to initiate delisting proceedings if the company’s progress is not consistent with the plan or if compliance is not achieved by the deadline, though Azitra would have the right to appeal any delisting determination under NYSE American rules.

Azitra also notes forward-looking expectations related to compliance with the plan, possible future funding, and potential actions by both the company and NYSE American. The key date is April 1, 2027, by which the company aims to demonstrate that it meets the equity requirement and any other applicable continued listing standards.

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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): December 16, 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 December 16, 2025, Azitra, Inc. (the “Company”) received notice (the “Letter”) from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan (the “Plan”) to regain compliance with the NYSE American’s continued listing standards regarding the minimum stockholders’ equity requirement of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) and granted a plan period through April 1, 2027 (“Plan Period Deadline”).

As previously reported, on October 1, 2025, the Company received a letter from the NYSE American stating that the Company is not in compliance with the minimum stockholders’ equity requirement of Section 1003(a)(ii) of 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. The Company submitted the Plan to the NYSE American on October 31, 2025 addressing how the Company intends to regain compliance with these requirements by April 1, 2027.

During the plan period, the Company must provide quarterly updates to NYSE American staff concurrent with its periodic filings. If the Company does not regain compliance with the NYSE American continued listing standards by the Plan Period Deadline, or if the Company does not make progress consistent with its Plan during the plan period, then the NYSE American may initiate delisting proceedings. The Company may appeal a staff delisting determination in accordance with the NYSE American rules.

The Company can provide no assurances that it will be able to make progress with respect to its Plan that the NYSE American will determine to be satisfactory, that it will regain compliance with Section 1003(a)(ii) of the Company Guide on or before the Plan Period Deadline, or that developments and events occurring subsequent to the Company’s formulation of the Plan or its acceptance by the NYSE American, will not adversely affect the Company’s ability to make sufficient progress and/or regain compliance with Section 1003(a)(ii) of the Company Guide on or before the Plan Period Deadline or result in the Company’s failure to be in compliance with other NYSE American continued listing standards.

Item 8.01 Other Events.

On December 17, 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 December 17, 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 compliance with the Plan and applicable NYSE American requirements, the Company locating or acquiring funding in the future, 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: December 17, 2025	By:	/s/ Francisco Salva
	Name:	Francisco Salva
	Title:	Chief Executive Officer

FAQ

Why did NYSE American notify Azitra (AZTR) about noncompliance?

NYSE American notified Azitra on October 1, 2025 that the company was not in compliance with Section 1003(a)(ii), which requires stockholders’ equity of $4.0 million or more for companies that have reported losses from continuing operations and/or net losses in three of the four most recent fiscal years.

What did NYSE American approve for Azitra (AZTR) on December 16, 2025?

On December 16, 2025, NYSE American informed Azitra that it had accepted the company’s plan to regain compliance with the minimum stockholders’ equity listing standard and granted a plan period through April 1, 2027.

What happens if Azitra (AZTR) does not regain NYSE American compliance by April 1, 2027?

If Azitra does not regain compliance with NYSE American’s continued listing standards by April 1, 2027, or does not make progress consistent with its plan, NYSE American may initiate delisting proceedings. The company notes it would be able to appeal a staff delisting determination under NYSE American rules.

What ongoing reporting is required of Azitra under the NYSE American plan?

During the plan period, Azitra must provide quarterly updates to NYSE American staff concurrent with its periodic SEC filings, describing progress toward regaining compliance with the stockholders’ equity requirement.

Which specific NYSE American listing standard is at issue for Azitra (AZTR)?

The notice relates to Section 1003(a)(ii) of the NYSE American Company Guide, which addresses the minimum stockholders’ equity requirement of $4.0 million when a company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years.

Did Azitra (AZTR) issue a press release about the NYSE American plan?

Yes. Azitra states that it issued a press release on December 17, 2025 relating to the NYSE American compliance plan and notice, which is included as Exhibit 99.1.