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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): February 6, 2026
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
8.01. Other Events
On
February 6, 2026, Azitra, Inc. (the “Company”), convened and then determined to adjourn, without conducting any business,
a special meeting of stockholders (the “Special Meeting”) because the Company did not have a sufficient number of shares
of the Company’s common stock present in person or represented by proxy at the Special Meeting to constitute a quorum. As announced
at the Special Meeting, such meeting will reconvene again at 11:00 a.m. Eastern Time on March 6, 2026, virtually at www.proxydocs.com/AZTR.
The
record date for the determination of stockholders of the Company entitled to vote at the adjourned Special Meeting remains the close
of business on January 2, 2026. No changes have been made to the proposals to be voted on by the stockholders at the Special Meeting.
Stockholders who have previously submitted their proxy or otherwise voted and do not want to change their vote do not need to take any
action. Stockholders may cast their votes by following instructions set forth in the Company’s definitive proxy statement on Schedule
14A which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 2, 2026, which is available on
the SEC’s website at www.sec.gov.
On
February 6, 2026, the Company issued a press release announcing that it had adjourned the Special Meeting. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| 99.1 |
|
Press Release dated February 6, 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:
February 6, 2026 |
By: |
/s/
Francisco Salva |
| |
Name: |
Francisco
Salva |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Azitra
Announces Adjournment of Special Meeting and Information for Reconvened Special Meeting
BRANFORD,
Conn. – February 6, 2026 - Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing
innovative therapies for precision dermatology, today announced its Special Meeting scheduled for and convened on February 6, 2026, (the
“Special Meeting”) has been adjourned until March 6, 2026, at 11:00 a.m. Eastern Time (the “Reconvened Special Meeting”)
for the purpose of soliciting additional votes with respect to the proposals outlined below and described in the Company’s definitive
proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 2,
2026 (the “Special Meeting Proxy Statement”) because a quorum was not present at the Special Meeting.
A
quorum would have been present if shares representing 33 1/3% of the common stock outstanding and entitled to vote were present at the
Special Meeting virtually or represented by proxy. At the time the Special Meeting was adjourned, proxies had been submitted by stockholders
representing approximately 13% of the outstanding shares of stock entitled to vote, so a quorum did not exist.
Adjournment
of Special Meeting
The
Reconvened Special Meeting will be on March 6, 2026, at 11:00 a.m. Eastern Time and will continue to be held in a virtual format. Stockholders
will be able to listen and participate in the virtual special meeting, as well as vote and submit questions during the live webcast of
the meeting by visiting www.proxydocs.com/AZTR and entering the control number included in their proxy card. The proposals at the Reconvened
Special Meeting will be the same as those at the Special Meeting:
| |
● |
Proposal
One: Approval, for purposes of complying with NYSE American Company Guide Section 713(a) and Section 713(b), of the issuance
of more than 19.99% of our issued and outstanding shares of common stock, comprised of shares of common stock underlying warrants,
pursuant to the Securities Purchase Agreement with Alumni Capital LP, dated November 24, 2025 (the “Purchase Agreement”). |
| |
|
|
| |
● |
Proposal
Two: To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of
the foregoing proposal. |
Azitra
encourages eligible stockholders as of the record date of January 2, 2026, who have not yet voted their shares on the meeting proposals,
or are uncertain if their shares have been voted on, to contact their broker or bank to vote their shares. The Board of Directors and
management of the Company request that these stockholders consider and vote their proxies as soon as possible on the meeting proposals,
but no later than March 6, 2026, at 10:59 a.m. Eastern Time.
Stockholders
who have previously submitted their proxy and who do not want to change their vote need not take any action.
As
described in the Special Meeting Proxy Statement, stockholders may use one of the following simple methods to, prior to the Adjourned
Special meeting, vote their shares, or change their previously submitted vote, no later than March 6, 2026, at 10:59 a.m. Eastern Time
with respect to the proposals:
| |
● |
By
mail. Complete and mail the proxy card in the postage prepaid envelope. If you return your signed proxy card to us before the Reconvened
Special Meeting, we will vote your shares as you direct. If you sign the proxy card but do not specify how you want your eligible shares
voted, they will be voted as recommended by our Board. |
| |
|
|
| |
● |
Over
the Internet. To submit a proxy to vote your shares through the Internet, go to www.proxypush.com/AZTR to complete an electronic
proxy card. You will be asked to provide the control number from the proxy card delivered to you. |
| |
|
|
| |
● |
By
telephone. To submit a proxy to vote your shares telephonically, please call the toll-free number listed on your proxy card and follow
the instructions provided. |
Votes
must be received by 10:59 a.m. Eastern Time on March 6, 2026, to be counted. After this time, votes can only be cast during the Reconvened
Special Meeting on March 6, 2026, at 11:00 a.m. Eastern Time at www.proxydocs.com/AZTR.
About
Azitra
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, 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. For more information, please
visit https://azitrainc.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “believe,” “can,”
“could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,”
“objective,” “plan” “potential,” “predict,” “should,” “will,”
“would,” or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking
statements include statements related to the meeting proposals, the timing and the outcome of the Reconvened Special Meeting, matters
described above, the parties’ expectations and related matters. Azitra cautions readers that forward-looking statements are based
on management’s expectations and assumptions as of the date of this press release and are subject to certain risks and uncertainties
that could cause actual results to differ materially and adversely from those expressed in, or implied by, these forward-looking statements,
including, but not limited to, the timing of the Reconvened Special Meeting. These and other risks and uncertainties are described more
fully in the sections titled “Risk Factors” and “Cautionary Notice” in the Company’s annual report on Form
10-K, quarterly reports on Form 10-Q and other reports filed with the SEC. Forward-looking statements reflect the Company’s analysis
only on their stated date, and Azitra undertakes no obligation to update or revise these statements except as may be required by law.
Additional
Information and Where to Find It
In
connection with the solicitation of proxies, on January 2, 2026, Azitra filed the Special Meeting Proxy Statement with the SEC with respect
to the Special Meeting. Promptly after filing the Special Meeting Proxy Statement with the SEC, Azitra mailed the Special Meeting Proxy
Statement and a proxy card to each stockholder entitled to vote at the Special Meeting to consider the proposals. STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TRANSCODE HAS FILED
OR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the Special Meeting
Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Azitra with the SEC in connection with
the proposals at the SEC’s website (http://www.sec.gov) or at the Company’s investor relations website (https://ir.azitrainc.com/financial-information/sec-filings).
The information provided on, or accessible through, our website is not part of this communication, and therefore is not incorporated
herein by reference.
Contact
Norman
Staskey
Chief Financial
Officer
staskey@azitrainc.com
Investor
Relations
Tiberend
Strategic Advisors, Inc.
Jon Nugent
205-566-3026
jnugent@tiberend.com
Media
Relations
Tiberend
Strategic Advisors, Inc.
Casey McDonald
646-577-8520
cmcdonald@tiberend.com
