Azitra Inc 8-K Filings

Azitra, Inc. (AZTR) announced that NYSE Regulation has confirmed the company has regained compliance with all NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide, resolving earlier deficiencies under Sections 1003(a)(ii) and 1003(a)(iii). The “below compliance” (.BC) indicator will be removed from Azitra’s trading symbol and the company will come off NYSE American’s list of noncompliant issuers. Azitra will remain subject to NYSE American’s continued listing monitoring procedures, and under Section 1009(h), any new noncompliance within 12 months could lead NYSE American to truncate normal compliance procedures or immediately initiate delisting proceedings.

Azitra, Inc. reported Q2 2026 results and outlined pipeline priorities in precision dermatology, cosmetics and biotechnology applications. Preclinical data from ATR-COSF showed repeat-dose delivery and anti-wrinkle activity in ex vivo human skin, supporting a planned human cosmetic application study starting in Q3 2026. The company continued enrolling the first cohort in its Phase 1/2 trial of ATR-04 for EGFR inhibitor-associated rash, with topline data from the first cohort expected in Q4 2026, and advanced a recombinant protein portfolio including TEV Protease and T7 RNA Polymerase. Azitra plans to strategically pause further enrollment in the Phase 1b study of ATR-12 for Netherton syndrome to focus capital on programs with nearer-term opportunities. For Q2 2026, R&D expenses were $1.4 million, G&A expenses were $2.1 million, and net loss was $3.3 million versus $2.9 million a year earlier. As of June 30, 2026, cash and cash equivalents were $6.7 million and total stockholders’ equity was $7.3 million.

Azitra, Inc. reported new ex vivo human skin data for its ATR-COSF program, a supernatant-based formulation containing recombinant human filaggrin (rHDfilaggrin). Repeat dosing of a 2% lyophilized supernatant hydrogel increased rHDfilaggrin penetration from the stratum corneum into the stratum granulosum compared with prior single-dose work, in a model using TH2-stimulated healthy skin explants.

In a second ex vivo model with defatted human skin, hydrogels containing the lyophilized supernatant increased elasticity in a dose-dependent manner. Formulations with 0.09% w/w and 7.5% w/w active ingredient produced about 1.6-fold and 4.4-fold elasticity enhancements, respectively, while around 0.28% w/w restored elasticity to values historically observed in healthy skin. A 0.3% w/w formulation produced approximately twice the elasticity of placebo. Standardized testing described the 2% formulation as non-irritating and non-corrosive to skin and eyes.

Azitra positions ATR-COSF as a high value cosmetic ingredient candidate and highlights a broader pipeline including ATR-04, an investigational live biotherapeutic for EGFR inhibitor–associated rash, which impacts approximately 150,000 people in the U.S.

Azitra, Inc. filed a current report highlighting a CEO letter that outlines a strategic reorientation and growth plan for 2026 and beyond. The company completed a March financing of $10.5 million plus up to $21 million from warrant exercises, enabling expansion beyond therapeutics.

New initiatives include ATR-COSF, a recombinant filaggrin cosmetic ingredient targeting fine lines and wrinkles, with a clinical study expected to complete in late 2026 and potential partnering or commercialization as soon as 2027. Azitra is also launching recombinant protein programs using in-licensed microbial engineering technologies, initially focused on TEV protease and T7 RNA polymerase for research and manufacturing markets.

Within its existing pipeline, the company continues enrolling patients in ATR-04 for EGFR inhibitor-associated rash and added MD Anderson Cancer Center as a clinical site. Azitra plans to pause further enrollment in its ATR-12 Netherton syndrome trial to conserve capital and redirect funds to nearer-term cosmetic initiatives, emphasizing financial discipline and multiple potential paths to long-term value creation.

Azitra, Inc. reported results from its 2026 annual stockholder meeting and a major change to its charter. The company filed a certificate of amendment in Delaware to raise its authorized common stock from 200,000,000 to 750,000,000 shares, increasing overall authorized capital.

Stockholders elected four directors and authorized the board to implement one or more reverse stock splits. They also approved NYSE American–required approvals for potential issuances above 19.99% of outstanding common stock tied to a November 2025 securities purchase agreement with Alumni Capital LP and a March 18, 2026 financing involving Series A Preferred Stock and Series B and C Warrants.

Investors ratified Grassi & Co., CPAs, P.C. as auditor and approved an adjournment proposal, but did not approve an amendment to increase the share reserve under the 2023 Stock Incentive Plan.

Azitra, Inc. adjourned its 2026 annual meeting of stockholders after failing to reach a quorum. A quorum would have required shares representing 33 1/3% of the common stock entitled to vote, but only about 17% of eligible shares were represented by proxy.

The meeting, originally convened on June 4, 2026, will reconvene virtually on June 15, 2026, at 11:00 a.m. Eastern Time via www.proxydocs.com/AZTR. Stockholders of record as of April 24, 2026 remain entitled to vote, and previously submitted proxies remain valid unless changed.

Azitra’s press release explains that stockholders can vote or change prior votes by mail, internet, telephone, or during the reconvened virtual meeting, following instructions in the definitive proxy statement filed on May 8, 2026.

Azitra, Inc. is postponing the business of its 2026 annual stockholders’ meeting due to a minor administrative delay in mailing proxy materials. The company will open the meeting on June 4, 2026 at 11:00 a.m. Eastern Time and immediately adjourn it without conducting other business.

The annual meeting will reconvene virtually on June 15, 2026 at 11:00 a.m. Eastern Time at www.proxydocs.com/AZTR. The record date remains April 24, 2026, and the proposals to be voted on are unchanged. Stockholders who already voted and do not wish to change their vote do not need to take further action.

Azitra, Inc. reported Q1 2026 results showing higher operating investment and a stronger cash position while advancing its dermatology pipeline. Research and development expenses were $1.6 million versus $1.3 million a year earlier, and general and administrative expenses were $2.4 million versus $1.9 million. Net loss was $3.9 million compared with $3.1 million in Q1 2025, reflecting increased spending to support programs.

As of March 31, 2026, Azitra held $10.1 million in cash and cash equivalents, up from $2.1 million at year-end 2025, and total assets were $12.1 million. The company highlighted clinical progress for ATR-12 in Netherton syndrome, ATR-04 for EGFR inhibitor–associated rash, ATR-01 in ichthyosis vulgaris, and a new ATR-COSF cosmeceutical initiative targeting cosmetic applications, supported by a previously priced private placement of up to approximately $10.5 million with additional potential warrant proceeds.

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.

Azitra, Inc. received a notice from NYSE American that it is not in compliance with the exchange’s continued listing standard requiring stockholders’ equity of at least $6.0 million for companies with losses in their five most recent fiscal years. As of December 31, 2025, Azitra reported stockholders’ equity of $3.8 million and losses over that five-year period. The exchange has accepted a previously submitted plan giving Azitra until April 1, 2027 to regain compliance with both the $4.0 million and $6.0 million equity thresholds, during which the company must provide quarterly progress updates. If it fails to make sufficient progress or meet these standards by the deadline, NYSE American staff may initiate delisting proceedings, though Azitra could appeal. The company also highlights that its latest audited financial statements contain an auditor’s paragraph expressing substantial doubt about its ability to continue as a going concern. Trading of Azitra’s common stock continues on NYSE American for now.

Azitra, Inc. canceled its 2026 special meeting of stockholders. The meeting was originally scheduled for February 6, 2026 and adjourned to March 6, 2026 after the company previously lacked a quorum. On March 4, 2026, Azitra withdrew the proposals described in its definitive proxy statement and decided not to reconvene the adjourned meeting.

Azitra is a clinical stage biopharmaceutical company focused on precision dermatology. Its lead program, ATR-12, is an engineered strain of S. epidermidis for Netherton syndrome and includes a Phase 1b trial in adult patients. A second program, ATR-04, targets EGFR inhibitor–associated rash and has FDA Fast Track designation and an open IND.

Azitra, Inc. reported full-year 2025 results and highlighted progress across its dermatology pipeline. For the year ended December 31, 2025, the company generated no revenue versus $7,500 in 2024 and recorded a net loss of $10.96M, wider than $8.97M a year earlier.

Research and development expenses were $4.8M and general and administrative expenses were $6.1M, both roughly flat year over year. Cash and cash equivalents were $2.07M at December 31, 2025, down from $4.55M at the prior year-end, after completing $8.5M of financings during 2025.

Clinically, Azitra advanced ATR-12, its lead program for Netherton syndrome, reporting promising Phase 1b safety data and guiding to topline results in the second half of 2026. ATR-04 for EGFR inhibitor–associated rash dosed its first Phase 1/2 patient, with initial cohort data expected around mid-2026, while ATR-01 for ichthyosis vulgaris reported positive preclinical data and continues IND-enabling work into 2026.

Azitra, Inc. postponed its special stockholder meeting after too few shares were represented to reach a quorum and will reconvene the meeting virtually on March 6, 2026.

Only about 13% of outstanding shares were represented, below the required 33 1/3%. Stockholders will still vote on approving the issuance of more than 19.99% of outstanding common stock under a Securities Purchase Agreement with Alumni Capital LP and on a proposal to further adjourn the meeting if needed. Shareholders who already voted and do not change their instructions do not need to act again.

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.

Azitra, Inc. entered into a private placement with a single institutional investor, raising approximately $1.5 million in gross proceeds through common stock and warrant issuances priced at a premium to market in line with NYSE rules. The company is selling 535,759 shares of common stock, pre-funded warrants for up to 4,151,741 shares at an exercise price of $0.0001 per share, and common warrants to purchase up to 4,687,500 shares at an exercise price of $0.32. The common warrants become exercisable upon shareholder approval and expire five years after that approval, while the pre-funded warrants are immediately exercisable and do not expire until fully exercised. Azitra will use the proceeds for general corporate purposes and agreed to customary lock-up, participation, and registration rights, including filing a resale registration statement within 20 days and seeking effectiveness within 60–90 days.

Azitra, Inc. (AZTR) filed an 8-K and furnished a press release announcing financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference in this report solely for Item 2.02. The company notes the information is furnished, not filed, meaning it is not subject to Section 18 liabilities and is not incorporated into other filings under the Securities Act or Exchange Act by general reference.

Azitra, Inc. received a notice from NYSE American that it no longer meets the exchange’s listing standard requiring at least $4.0 million in stockholders’ equity for companies with losses in three of the four most recent fiscal years. As of June 30, 2025, Azitra reported stockholders’ equity of $2.2 million and losses in three of its four most recent fiscal years ended December 31, 2024.

The company has until October 31, 2025 to submit a plan to regain compliance by April 1, 2027. If the plan is accepted, Azitra will undergo periodic reviews, and failure to execute or regain compliance by that date may lead to delisting proceedings. The letter does not immediately affect the listing or trading of Azitra’s common stock and does not change its SEC reporting obligations.

Azitra, Inc. entered into a Modification Agreement with Alumni Capital LP that updates pricing terms under an existing equity purchase agreement for up to $20 million of common stock. The company can require Alumni Capital to buy shares in tranches of up to $750,000 each, or up to $4 million per purchase if both parties agree in writing. For each purchase, Azitra may choose between two pricing methods: either 90% of the lowest daily volume-weighted average price over a period of up to five business days after a purchase notice, or 97% of the lowest traded price from the date the purchase notice is delivered through the time Alumni Capital is ready to close. All other terms of the original April 24, 2025 purchase agreement remain in effect.

Azitra, Inc. filed a Form 8-K reporting a corporate charter change: a Certificate of Amendment was filed with the Delaware Secretary of State on August 20, 2025. The 8-K includes standard filing checkboxes but provides no further detail about the amendment's text, purpose, or effect on capital structure, governance, equity classes, or shareholder rights. No financial tables, earnings data, or transaction details are included in the disclosed excerpt.

Azitra, Inc. filed a current report to note that it released its financial results for the quarter ended June 30, 2025. On August 11, 2025, the company issued a press release describing these quarterly results, which is included as Exhibit 99.1 to the report and incorporated by reference. The filing clarifies that this earnings information is being furnished under the securities laws rather than formally filed, which affects how it is treated for liability purposes and future incorporation into other regulatory documents.

Azitra held its 2025 annual meeting on June 23, where stockholders voted on several key proposals. Three out of four proposals were concluded, while one remains pending:

• Board Elections: All four director nominees were successfully elected: Francisco D. Salva, Travis Whitfill, Barbara Ryan, and John Schroer, with each receiving over 1 million votes in favor
• Auditor Appointment: Stockholders ratified Grassi & Co., CPAs as the independent auditor for FY2025, with 8.37 million votes in favor
• Share Issuance: Approved issuance of >19.99% of outstanding common stock under purchase agreement with Alumni Capital LP, receiving 1.2 million favorable votes
• Pending Vote: Proposal to increase authorized common stock from 100M to 200M shares was adjourned to July 3, 2025, allowing additional time for stockholder voting

The company maintains its status as an emerging growth company and trades on NYSE American under symbol AZTR.

Azitra has filed a significant update regarding their 2025 Annual Meeting of Stockholders scheduled for June 23, 2025. The company has issued a supplement to their previously filed proxy statement, specifically addressing changes to the voting standard for Proposal 2.

The key proposal under consideration seeks stockholder approval to double the authorized common stock from 100,000,000 to 200,000,000 shares. This represents a material change to the company's capital structure that could significantly impact existing shareholders.

Key details:

• Annual Meeting to be held virtually on June 23, 2025, at 11:00 AM ET
• Original proxy statement filed May 29, 2025
• Supplementary proxy statement filed June 18, 2025
• Company maintains emerging growth company status

Stockholders are encouraged to review the complete proxy materials available on the SEC website before making voting decisions.