Azitra (NYSE: AZTR) secures up to $31.4M in PIPE with warrants
Rhea-AI Filing Summary
Azitra, Inc. has completed a private PIPE financing that can provide up to approximately $31.4 million, including initial gross proceeds of about $10.5 million from the sale of 10,485 shares of Series A convertible non-redeemable preferred stock bundled with warrants.
Each preferred share is paired with Series B and Series C warrants, each initially exercisable at $0.123 per share. After stockholder approval of additional authorized common shares and the related NYSE American requirements, each preferred share will automatically convert into roughly 8,128.1 common shares, subject to beneficial ownership caps of 4.99%, 9.99% or 19.99% per holder, with excess delivered as pre-funded warrants.
The Series B warrants become exercisable after stockholder approval and terminate 18 months later, while Series C warrants remain exercisable until 30 days after Azitra publicly reports data from its cosmetic filaggrin human study, with a potential 30-day extension and exercise price reset if the stock trades below the original strike. A registration rights agreement requires Azitra to file a resale registration statement within 45 days of closing, with liquidated damages of 1% of each investor’s purchase amount per 30 days if key registration milestones are missed. Azitra plans to use the initial net proceeds, together with existing cash, for research and development, general corporate purposes and working capital.
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Insights
Azitra secures structured PIPE cash but with sizable warrant overhang.
Azitra is raising up to $31.4 million via Series A preferred stock and large blocks of Series B and C warrants, with initial gross proceeds of about $10.5 million. This extends funding for R&D and new cosmetic-protein initiatives without immediate common stock issuance.
The structure concentrates economic upside in warrants exercisable at $0.123 per share, contingent on stockholder approval and, for Series C, results from a cosmetic filaggrin study. Beneficial ownership limits of 4.99%, 9.99% or 19.99% cap any single holder’s stake and may push some exposure into pre-funded warrants.
Registration rights add execution pressure: Azitra must file a resale registration within 45 days of the March 20, 2026 closing and faces liquidated damages of 1.0% of invested capital per 30 days if filing, effectiveness, or availability lapses persist. Subsequent disclosures around stockholder approval, warrant exercises, and filaggrin study timing will clarify actual capital inflows and dilution.
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On March 18, 2026, Azitra, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell an aggregate of (i) 10,485 shares of its Series A convertible non-redeemable preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”), (ii) Series B warrants (the “Series B Warrants”) to purchase up to 85,233,126 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (or, in certain circumstances, pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”)), (iii) Series C warrants to purchase up to 85,233,126 shares of Common Stock (or, in certain circumstances, Pre-Funded Warrants) (the “Series C Warrants” and, together with the Series B Warrants, the “Warrants”) to the Purchasers in a private placement (the “PIPE Financing”). Each share of Series A Preferred Stock is being sold together with a Series B Warrant to purchase 8,128.1 shares of Common Stock and a Series C Warrant to purchase 8,128.1 shares of Common Stock (collectively, each share of Series A Preferred Stock and Accompanying Warrants, a “Security”). The Securities are being sold at a purchase price of $1,000.00 per Security to the Purchasers, which includes the Company’s Chief Executive Officer, a consultant of the Company, and a holder of more than 5% of the Company’s outstanding Common Stock as of the date of the Purchase Agreement. The Warrants will each have an exercise price of $0.123 per share (the “Exercise Price”).
The PIPE Financing closed on March 20, 2026 (the “Closing Date”).
The PIPE Financing could result in gross proceeds of up to approximately $31.4 million to the Company (assuming the cash exercise in full of the Warrants), including initial gross proceeds of approximately $10.5 million to the Company on the Closing Date. The Company intends to use the initial net proceeds from the PIPE Financing, together with the Company’s existing cash and cash equivalents, to provide financing for research and development, general corporate expenses, and working capital needs.
The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Series A Preferred Stock
Subject to the terms and limitations contained in the Certificate of Designations, Preferences and Rights of Series A Convertible Non-Redeemable Preferred Stock (the “Certificate of Designations”), the Series A Preferred Stock issued in the PIPE Financing will not become convertible into Common Stock until the Company’s stockholders have approved each of (i) an increase in the number of authorized shares of Common Stock to enable the Company to issue all of the shares of Common Stock that are issuable upon conversion of the Series A Preferred Stock (the “Conversion Shares”), and (ii) the issuance of the Conversion Shares in accordance with the listing rules of the NYSE American (collectively, the “Stockholder Approval”). Effective as of 5:00 p.m. Eastern Time on the first business day after the date of the Stockholder Approval and subject to the Company filing an amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware evidencing such Stockholder Approval, each share of Series A Preferred Stock will automatically convert into approximately 8,128.1 shares of Common Stock (the “Automatic Conversion”), subject to adjustment as provided in the Certificate of Designations and subject to the Beneficial Ownership Limitation (as defined in the Certificate of Designations). The Company will not effect any conversion of shares of Series A Preferred Stock in the Automatic Conversion to the extent that, after giving effect to the Automatic Conversion, a Purchaser would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (the “Excess Shares”), and instead, the Company will issue such Purchaser a Pre-Funded Warrant exercisable for the number of shares of Common Stock equal to the Excess Shares, subject to the terms and conditions of the Pre-Funded Warrant.
The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Warrants
The Series B Warrants will be exercisable following receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing (each as defined in the Series B Warrant) and will terminate eighteen months following Requisite Stockholder Approval. The Series C Warrants will be exercisable following the receipt of Requisite Stockholder Approval and the Certificate of Amendment Filing (each as defined in the Series C Warrant) and will terminate 30 calendar days after the date the Company publicly announces data from its cosmetic filaggrin study in humans (the “Series C Termination Date”); provided, however, if the closing sale price of the Common Stock is below the Exercise Price on the Series C Termination Date, the Exercise Price shall automatically reset to the closing sale price of the Common Stock on such date (subject to a floor equal to 50% of the original Exercise Price as of the Closing Date), and the Series C Termination Date shall be extended by an additional 30 calendar days. If the closing sale price of the Common Stock is at or above the Exercise Price on the Series C Termination Date, no extension shall apply.
Under the terms of the Warrants, the Company may not effect the exercise of any Warrant, and the Purchasers will not have the right to exercise any portion of any Warrant if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the Purchaser (together with its affiliates) would exceed 4.99%, 9.99%, or 19.99%, as elected by the Purchaser at the date of issuance, of the number of shares of Company’s Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the Purchaser’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 19.99%, as elected by the Purchaser at the date of issuance. To the extent that specified beneficial ownership limitations described above restrict the exercise of the Series B Warrants and/or the Series C Warrants, a Purchaser may choose, in lieu of receiving Common Stock upon exercise of such Warrants, to receive a Pre-Funded Warrant to purchase an identical number of shares of Common Stock it would have received upon the exercise of its Series B Warrants and/or Series C Warrants, except that the applicable Exercise Price of the applicable Warrant will instead be the Exercise Price less $0.0001 per share, and the resulting issued Pre-Funded Warrant will have an exercise price of $0.0001 per share. Each Pre-Funded Warrant that may be issued in accordance with the Certificate of Designations and the Warrants will be exercisable immediately upon issuance and continuing through and including the date the Pre-Funded Warrant is exercised in full.
In certain circumstances, upon a fundamental transaction (as described in the Warrants and Pre-Funded Warrants, as applicable, and generally including any reclassification, reorganization or recapitalization of the Common Stock, the sale, lease, license, assignment, conveyance, transfer or other disposition of all or substantially all of the Company’s assets, the Company’s consolidation or merger with or into another person in which the Company is not the surviving entity, the acquisition of more than 50.1% of the Company’s outstanding Common Stock, or any person or group becoming the beneficial owner of 50.1% of the voting power of the Company’s outstanding Common Stock and in connection with such transaction the Common Stock is converted into or exchanged for other securities, cash or property), the holders of Warrants (and any Pre-Funded Warrants) will be entitled to receive upon exercise of such warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.
The foregoing descriptions of the Series B Warrants, the Series C Warrants and the Form of Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Series B Warrant, the Form of Series C Warrant and the Form of Pre-Funded Warrant, copies of which are filed herewith as Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Registration Rights Agreement
On March 20, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register for resale the Conversion Shares and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares, and together with the Conversion Shares, the “Registrable Securities”). Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers of their Registrable Securities no later than 45 days following the Closing Date (the “Filing Deadline”). The Company has agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable after the Company receives Requisite Stockholder Approval and to keep such registration statement effective until the earlier of the date that all Registrable Securities covered by such registration statement have been sold or can be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under the Securities Act. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.
In the event (i) the registration statement has not been filed by the Filing Deadline, (ii) following receipt of the Requisite Stockholder Approval (as defined in the Purchase Agreement), the registration statement is not declared effective prior to the earliest of (a) five business days after the date on which the Company is notified by the Securities and Exchange Commission (the “SEC”) that the registration statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff, (b) the 90th day following the closing of the PIPE Financing, if the SEC staff determines not to review the registration statement, or (c) the 120th day following the closing of the PIPE Financing, if the SEC staff determines to review the registration statement, or (iii) after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration statement for any reason, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to each Purchaser as liquidated damages in an amount equal to 1.0% of the aggregate amount invested by each such Purchaser in the Registrable Securities per 30-day period or pro rata for any portion thereof for each such 30-day period during which such event continues, subject to certain caps set forth in the Registration Rights Agreement.
The Company has granted the Purchasers customary indemnification rights under the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification rights under the Registration Rights Agreement. The representations, warranties and covenants contained in the Registration Rights Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 related to the PIPE Financing is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale in the PIPE Financing of shares of Series A Preferred Stock, the Warrants, the Conversion Shares, the Warrant Shares and the shares of Common Stock issuable upon conversion of any Pre-Funded Warrants (collectively, the “PIPE Securities”) is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder. The PIPE Securities have not been registered under the Securities Act or any state securities laws, and the PIPE Securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The PIPE Financing will not involve a public offering and will be made without general solicitation or general advertising. The Purchasers represented that they are accredited investors as defined in Rule 501 under the Securities Act or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and that they are acquiring the PIPE Securities for investment purposes only and not with a view to any resale, distribution or other disposition of the PIPE Securities in violation of the United States federal securities laws.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 5.03.
Pursuant to the terms of the Purchase Agreement, on March 19, 2026 (the “Filing Date”), the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware designating 12,000 shares of its authorized and unissued preferred stock as Series A Preferred Stock. The Certificate of Designation sets forth the rights, preferences and privileges of the shares of Series A Preferred Stock.
Shares of Series A Preferred Stock will generally have no voting rights, except as required by applicable law and except that the consent of holders of a majority of the outstanding shares of Series A Preferred Stock will be required to (i) alter, repeal or change the powers, preferences or rights of the Series A Preferred Stock or alter or amend the Certificate of Designations so as to adversely affect the Series A Preferred Stock, (ii) supplement, amend, restate, repeal, or waive any provision of the Company’s Restated Certificate of Incorporation or Bylaws, or file any certificate of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock, regardless of whether any of the foregoing actions will be by means of amendment to the Company’s Restated Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (iii) increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock; or (iv) enter into any agreement with respect to any of the foregoing.
Shares of Series A Preferred Stock will be entitled to receive dividends equal to (on an as-if-converted-to-Common Stock basis), and in the same form and manner as, dividends actually paid on shares of Common Stock.
The Series A Preferred Stock shall rank: senior to any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms junior to the Series A Preferred Stock (“Junior Securities”); on parity with all of the Common Stock and any other class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms on parity with the Series A Preferred Stock (“Parity Securities”); and junior to any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms senior to the Series A Preferred Stock (“Senior Securities”); in each case, as to distributions of assets upon the Company’s liquidation, dissolution or winding up, whether voluntarily or involuntarily (each, a “Dissolution”).
In the event of a Dissolution, subject to any prior or superior rights of the holders of Senior Securities, holders of the Series A Preferred Stock will be entitled to receive, before any distributions to the holders of Junior Securities and pari passu with any distributions to the holders of Parity Securities, an amount per share of Series A Preferred Stock equal to the greater of (i) the $1,000.00, plus any dividends declared but unpaid on such share of Series A Preferred Stock, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock (without regard to any restrictions on conversion, including the Beneficial Ownership Limitation) immediately prior to such Dissolution. For the avoidance of any doubt, neither a change in control of the Company, the merger or consolidation of the Company with or into any other entity, nor the sale, lease, exchange or other disposition of all or substantially all of the Company’s assets shall, in and of itself, be deemed to constitute a Dissolution.
The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
Press Release
On March 19, 2026, the Company issued a press release announcing the pricing of the PIPE Financing. A copy of the press release has been filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, any statements with respect to the PIPE Financing and the expected closing of the PIPE Financing and the Company’s anticipated cash runway; any statements relating to the Company’s ongoing trials and programs; and statements of assumptions underlying any of the foregoing. Forward-looking statements may contain the words “believes,” “expects,” “anticipates,” “plans,” “intends,” “seeks,” “estimates,” “assumes,” “predicts,” “projects,” “targets,” “will,” “may,” “would,” “could,” “should,” “continue,” “potential,” “focus,” “strategy,” “mission,” or similar expressions. Actual results may differ materially from those indicated by such forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the PIPE Financing and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that the Company will be able to complete the PIPE Financing on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the PIPE Financing, the Company and its business can be found under the caption “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings that the Company periodically makes with the SEC. In addition, any forward-looking statements represent the views of the Company only as of today and should not be relied upon as representing the Company’s views as of any subsequent date. The Company disclaims any intention or obligation to update any of the forward-looking statements after the date of this Current Report on Form 8-K whether as a result of new information, future events or otherwise, except as may be required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 3.1 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Non-Redeemable Preferred Stock | |
| 4.1 | Form of Series B Warrant | |
| 4.2 | Form of Series C Warrant | |
| 4.3 | Form of Pre-Funded Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Registration Rights Agreement | |
| 99.1 | Press Release dated March 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 23, 2026 | By: | /s/ Francisco Salva |
| Name: | Francisco Salva | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Azitra Announces Pricing of Private Placement Financing of up to Approximately $10.5 Million with up to an Additional Approximately $20.9 Million
Initial funding of approximately $10.5MM in convertible preferred stock and up to an additional $20.9MM upon cash exercise of warrants
Financing marks launch of Azitra new innovative protein and peptide research programs for the cosmetic and cosmeceutical markets
Leverages untapped potential of Azitra’s genetic engineering platform to accelerate time to commercialization
BRANFORD, Conn. – March 19, 2026 — Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology, today announced that it has entered into a securities purchase agreement (the “SPA”) with new and existing healthcare focused institutional investors. The financing is for gross proceeds of up to approximately $31.4 million to the Company, including initial gross proceeds of approximately $10.5 million and up to an additional $20.9 million in gross proceeds upon the potential cash exercise of accompanying warrants at the election of the investors. The transaction is expected to close on or about March 20, 2026, subject to the satisfaction of customary closing conditions.
Participating investors include institutional healthcare focused funds, Stonepine Capital and Nantahala Capital as well as other institutional funds and individual healthcare professionals, along with certain Company insiders, including the Company’s Chief Executive Officer.
The financing enables Azitra to utilize its expertise in skin science and leverage its microbial genetic engineering platform to produce high value proteins and peptides for the cosmetic market. The market for biotech oriented cosmetic ingredients reached $2.3 billion in 2024 and is projected to grow to $3.7 billion by 20301. The new initiatives drive near term value creation opportunities by streamlining the time to commercialization and opening up a new universe of new potential strategic partners.
1Source: Grand View Research
“Azitra is thrilled to be accelerating its new program focused on developing its proprietary filaggrin protein and peptide technologies for the consumer, cosmeceutical market,” said Chief Executive Officer, Francisco Salva. “We are confident these technologies offer an exciting new way to address the appearance of fine lines and wrinkles as well as dry sensitive skin and eczema-like rashes. Over the last two decades, research has evolved to understand that such issues are not just the result of immune system overdrive but are commonly driven by a physical barrier deficiency caused by a lack of sufficient filaggrin protein and subsequent breakdown into peptides and natural moisturizing factors.”
Pursuant to the terms of the SPA, the Company is selling to investors in the financing an aggregate of (i) 10,470 shares of Series A convertible non-redeemable preferred stock (the “Series A Preferred Stock”), (ii) Series B warrants (the “Series B Warrants”) to purchase up to 85,101,201 shares of the Company’s common stock, par value $0.0001 (“Common Stock”) and (iii) Series C warrants (the “Series C Warrants”) to purchase up to 85,101,201 shares of Common Stock, (the Series B Warrants together with the Series C Warrants, the “Warrants”). Each share of Series A Preferred Stock is being sold together with a Series B Warrant to purchase 8,129 shares of Common Stock and a Series C Warrant to purchase 8,129 shares of Common Stock. The Series A Preferred Stock was sold at a purchase price of $1,000 per share to the investors. The Warrants will each have an exercise price of $0.123 per share, subject to adjustment in certain circumstances. In accordance with the terms of the Warrants, in certain circumstances, pre-funded warrants to purchase shares of Common Stock may be issued upon exercise of the Warrants (the “Pre-Funded Warrants”).
Each share of Series A Preferred Stock will automatically convert into approximately 8,129 shares of Common Stock upon the approval of the Company’s stockholders and subject to certain beneficial ownership limitations set by each holder. Holders will receive Pre-Funded Warrants in lieu of shares of Common Stock upon conversion of the Series A Preferred Stock to avoid going above the beneficial ownership limitation. The Warrants will be exercisable following the receipt of approval by the Company’s stockholders. The Series B Warrants will terminate 18 months following the date of stockholder approval. The Series C Warrants will terminate, subject to certain exceptions, upon the 30th calendar day following the date on which the Company publicly announces data from its planned human cosmetic study testing the effect of the filaggrin technology.
The issuance of the securities is being made pursuant to exemptions from the registration requirements of the federal and state securities laws. Pursuant to the transaction documents, the Company must register the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants.
The Company intends to use the initial net proceeds from the financing, together with the Company’s existing cash and cash equivalents to provide financing for research and development, general corporate expenses, and working capital needs.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Azitra, Inc.
Azitra, Inc. is a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology. The Company’s lead program, ATR-12, uses an engineered strain of S. epidermidis designed to treat Netherton syndrome, a rare, chronic skin disease with no approved treatment options. Netherton syndrome may be fatal in infancy with those living beyond a year having profound lifelong challenges. The ATR-12 program includes a Phase 1b clinical trial in adult Netherton syndrome patients. ATR-04, Azitra’s additional advanced program, ATR-04, utilizes another engineered strain of S. epidermidis for the treatment of EGFR inhibitor (“EGFRi”) associated rash. Azitra has received Fast Track designation from the FDA for EGFRi associated rash, which impacts approximately 150,000 people in the U.S. Azitra has an open IND for its ATR-04 program in patients with EGFRi associated rash. The ATR-12 and ATR-04 programs were developed from Azitra’s proprietary platform of engineered proteins and topical live biotherapeutic products that includes a microbial library comprised of approximately 1,500 bacterial strains. The platform is augmented by artificial intelligence and machine learning technology that analyzes, predicts, and helps screen the library of strains for drug like molecules. Azitra is also developing its proprietary filaggrin protein and peptide technologies for the consumer, cosmeceutical market. The new initiative is the first amongst others, which aim to leverage Azitra’s microbial genetic engineering platform to manufacture innovative proteins and peptides for the cosmetic and research markets. For more information, please visit https://azitrainc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will,” and variations of these words or similar expressions that are intended to identify forward-looking statements. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without limitation, statements regarding the expected closing of the private placement, development of the Company’s proprietary filaggrin protein and peptide technologies, and statements about our clinical and preclinical programs, and corporate and clinical/preclinical strategies.
Any forward-looking statements in this press release are based on current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: conditions to the closing of the private placement, the receipt of stockholder approval, the exercise of the Warrants upon receipt of stockholder approval, we may fail to successfully complete our Phase 1b trial for ATR-12 program; we may experience delays in the dosing of our first patient in our Phase 1/2 trial for our ATR-04 program; our product candidates may not be effective; there may be delays in regulatory approval or changes in regulatory framework that are out of our control; our estimation of addressable markets of our product candidates may be inaccurate; we may fail to timely raise additional required funding; more efficient competitors or more effective competing treatment may emerge; we may be involved in disputes surrounding the use of our intellectual property crucial to our success; we may not be able to attract and retain key employees and qualified personnel; earlier study results may not be predictive of later stage study outcomes; and we are dependent on third-parties for some or all aspects of our product manufacturing, research and preclinical and clinical testing. Additional risks concerning Azitra’s programs and operations are described or incorporated by reference in our annual report on Form 10-K filed with the SEC on February 27, 2026. Azitra explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.
Contact
Norman Staskey
Chief Financial Officer
staskey@azitrainc.com
Investor Relations
Tiberend Strategic Advisors, Inc.
David Irish
231-632-0002
dirish@tiberend.com
Media Relations
Tiberend Strategic Advisors, Inc.
Casey McDonald
646-577-8520
cmcdonald@tiberend.com
FAQ
What did Azitra (AZTR) announce in its March 2026 PIPE financing?
What securities are issued in Azitra’s AZTR PIPE and how are they structured?
When do Azitra’s Series A preferred shares convert into common stock?
How long are Azitra’s Series B and Series C warrants exercisable?
What registration rights did Azitra (AZTR) grant PIPE investors?
How will Azitra use the cash raised from this PIPE financing?
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