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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
August
20, 2025
Date
of Report (date of earliest event reported)
AZITRA,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41705 |
|
46-4478536 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
21
Business Park Drive
Branford,
CT 06405
(Address
of principal executive offices and 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 obligation 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 |
|
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 (Section 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current
Report”) is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 20, 2025, Azitra, Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and
Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate
a 1-for-6.66 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock
(“Common Stock”). The Company’s stockholders previously approved the Reverse Stock Split and granted the board of directors
the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split at the Company’s special meeting
of stockholders held on February 20, 2025.
The
Reverse Stock Split will become effective on August 21, 2025 at 12:01 a.m., Eastern Time (the “Effective Time”) and the Common
Stock is expected to begin trading on the NYSE American on a Reverse Stock Split-adjusted basis on August 21, 2025 at market open. As
of the Effective Time, every 6.66 shares of the Company’s issued and outstanding Common Stock will be combined into one share of
Common Stock.
The
par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock
Split Common Stock CUSIP number will be 05479L 302.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive
a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to (i) the average closing price of the
Common Stock for the five trading days immediately preceding August 20, 2025, multiplied by (ii) the number of shares of Common Stock
outstanding immediately prior to effectiveness of the Reverse Stock Split that were reclassified into such fractional share pursuant
to the Reverse Stock Split.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “expected”,
or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts,
if any, on the Company’s Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ
materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks,
uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation
or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in the Company’s expectations
with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent
otherwise required by applicable law.
Item
9.01 - Financial Statements and Exhibits
(d):
The following exhibits are being filed electronically herewith:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment filed with the Delaware Secretary of State on August 20, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 on August 20, 2025.
| |
AZITRA,
INC. |
| |
|
|
| |
By: |
/s/
Francisco D. Salva |
| |
Name: |
Francisco
D. Salva |
| |
Title: |
Chief
Executive Officer |
