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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): September
28, 2026
AZITRA,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41705 |
|
46-4478536 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
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 obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ |
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 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2026, Azitra, Inc. (the
“Company”) entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”),
pursuant to which the Company may issue and sell, from time to time, to or through A.G.P., in the Company’s sole discretion, shares
of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $3,503,232
(the “Placement Shares”) subject to certain conditions, through A.G.P. as sales agent.
The issuance and sale, if any, of the Placement
Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective registration statement on Form
S-3 (File No. 333-280648) (as amended, the “Registration Statement”), which was filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 1, 2024, as amended on July 5, 2024 and declared effective on July 8, 2024, the base prospectus
contained therein, and a prospectus supplement that was filed with the SEC on September 28, 2026 pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the “Securities Act”).
A.G.P. may sell the Placement Shares by any method
permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including, without
limitation, sales made on or through the NYSE American (“NYSE American”), on any other existing trading market for the Common
Stock or to or through a market maker. A.G.P. may also sell Placement Shares in negotiated transactions with the Company’s prior
written consent. A.G.P. will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the NYSE American, to sell the Placement Shares from time to time, up to
the amount specified in, and otherwise in accordance with the terms of the applicable placement notice.
The Sales Agreement contains customary representations,
warranties, and agreements by the Company and customary indemnification rights and obligations of the parties. Under the Sales Agreement,
the Company will pay A.G.P. a cash fee equal to 3.0% of the gross proceeds from all sales of Placement Shares. In addition, the Company
has agreed to reimburse A.G.P. for certain specified expenses.
The Company intends to use the net proceeds from sales of the Placement
Shares, if any, for working capital and general corporate purposes.
The offer and sale of the Placement Shares pursuant
to the Sales Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales
Agreement, (b) the expiration of the Registration Statement on the third anniversary of its initial effective date pursuant to Rule 415(a)(5)
under the Securities Act, or (c) the termination of the Sales Agreement by the Agent or the Company pursuant to the terms thereof. The
Company has no obligation to sell any of the Placement Shares, and may at any time suspend offers under the Sales Agreement or terminate
the Sales Agreement
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or
sale of the securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
A copy of the opinion of Thompson Hine LLP relating
to the validity of the Placement Shares in the offering is filed herewith as Exhibit 5.1.
The description of the material terms of the Sales
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which
is filed herewith as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 1.1* |
|
Sales Agreement, dated as of September 28, 2026, by and between Azitra,
Inc. and A.G.P./Alliance Global Partners. |
| 5.1 |
|
Opinion of Thompson Hine LLP. |
| 23.1 |
|
Consent of Thompson Hine LLP (included in Exhibit 5.1 above). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
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.
| Date: September 28, 2026 |
Azitra, Inc. |
| |
|
| |
By: |
/s/ Francisco D. Salva |
| |
Name: |
Francisco D. Salva |
| |
Title: |
Chief Executive Officer |
