STOCK TITAN

Azitra (AZTR) CEO converts Series A preferred stock into common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Azitra, Inc. President and CEO Francisco D. Salva converted preferred stock into common shares. On June 16, 2026, he converted 500 shares of Series A Convertible Non-Redeemable Preferred Stock into 4,064,050 shares of common stock for no additional consideration, as provided in the Series A Certificate of Designations and subject to Beneficial Ownership Limitations. Following the automatic conversion, his reported beneficial ownership is 4,086,291 shares of common stock, which includes 22,241 incentive stock options exercisable within 60 days of June 16, 2026.

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Insider Salva Francisco D.
Role President and CEO
Type Security Shares Price Value
Conversion Series A Convertible Non-Redeemable Preferred Stock 500 $0.00 --
Conversion Common Stock 4,064,050 $0.00 --
Holdings After Transaction: Series A Convertible Non-Redeemable Preferred Stock — 0 shares (Direct, null); Common Stock — 4,086,291 shares (Direct, null)
Footnotes (1)
  1. Each share of Series A Convertible Non-Redeemable Preferred Stock ("Series A Preferred Stock") automatically converted into 8,128.1 shares of common stock, for no additional consideration, at 5 p. m. Eastern Time on June 16, 2026, subject to the terms of the Certificate of Designations, Preferences and Rights of Series A Convertible Non-Redeemable Preferred Stock of Azitra, Inc. (the "Certificate of Designations") and subject to the applicable Beneficial Ownership Limitations (as defined in the Certificate of Designations). Each share of Series A Preferred Stock was sold together with a Series B Common Stock Purchase Warrant to purchase shares of common stock and a Series C Common Stock Purchase Warrant to purchase shares of common stock (collectively, a "Security"). The Securities were sold at a purchase price of $1,000.00 per Security to the Reporting Person. Includes 22,241 Incentive Stock Options held by Mr. Salva and exercisable within 60 days of June 16, 2026.
Common shares from conversion 4,064,050 shares Common stock received by CEO on June 16, 2026 via conversion
Preferred shares converted 500 shares Series A Convertible Non-Redeemable Preferred Stock converted on June 16, 2026
Post-transaction beneficial common ownership 4,086,291 shares Reported common stock beneficially owned following the conversion
Conversion ratio 8,128.1 common per preferred share Each Series A preferred share’s automatic conversion into common stock
Incentive stock options included 22,241 options Incentive Stock Options exercisable within 60 days of June 16, 2026
Security purchase price $1,000.00 per Security Original price per Security sold to Francisco D. Salva
Series A Convertible Non-Redeemable Preferred Stock financial
"Each share of Series A Convertible Non-Redeemable Preferred Stock ("Series A Preferred Stock") automatically converted into 8,128.1 shares of common stock..."
Certificate of Designations regulatory
"...subject to the terms of the Certificate of Designations, Preferences and Rights of Series A Convertible Non-Redeemable Preferred Stock of Azitra, Inc...."
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Beneficial Ownership Limitations financial
"...at 5 p. m. Eastern Time on June 16, 2026, subject to the... Certificate of Designations... and subject to the applicable Beneficial Ownership Limitations..."
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Series B Common Stock Purchase Warrant financial
"Each share of Series A Preferred Stock was sold together with a Series B Common Stock Purchase Warrant to purchase shares of common stock..."
Series C Common Stock Purchase Warrant financial
"...and a Series C Common Stock Purchase Warrant to purchase shares of common stock (collectively, a "Security")."
Incentive Stock Options financial
"Includes 22,241 Incentive Stock Options held by Mr. Salva and exercisable within 60 days of June 16, 2026."
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Salva Francisco D.

(Last)(First)(Middle)
21 BUSINESS PARK DRIVE

(Street)
BRANFORD CONNECTICUT 06405

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Azitra, Inc. [ AZTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/16/2026C4,064,050A(1)4,086,291(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Non-Redeemable Preferred Stock(1)06/16/2026C500 (1) (1)Common Stock4,064,050(1)0D
Explanation of Responses:
1. Each share of Series A Convertible Non-Redeemable Preferred Stock ("Series A Preferred Stock") automatically converted into 8,128.1 shares of common stock, for no additional consideration, at 5 p. m. Eastern Time on June 16, 2026, subject to the terms of the Certificate of Designations, Preferences and Rights of Series A Convertible Non-Redeemable Preferred Stock of Azitra, Inc. (the "Certificate of Designations") and subject to the applicable Beneficial Ownership Limitations (as defined in the Certificate of Designations). Each share of Series A Preferred Stock was sold together with a Series B Common Stock Purchase Warrant to purchase shares of common stock and a Series C Common Stock Purchase Warrant to purchase shares of common stock (collectively, a "Security"). The Securities were sold at a purchase price of $1,000.00 per Security to the Reporting Person.
2. Includes 22,241 Incentive Stock Options held by Mr. Salva and exercisable within 60 days of June 16, 2026.
/s/ Francisco D. Salva06/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Azitra (AZTR) report for its CEO?

Azitra reported that CEO Francisco D. Salva converted 500 Series A Convertible Non-Redeemable Preferred Stock shares into 4,064,050 common shares, for no additional cash consideration, increasing his reported beneficial common stock ownership.

How many Azitra common shares did the CEO hold after the conversion?

After the conversion, Francisco D. Salva’s reported beneficial ownership was 4,086,291 common shares, which includes 22,241 incentive stock options that are exercisable within 60 days of June 16, 2026.

What was the conversion ratio for Azitra’s Series A preferred stock?

Each share of Azitra’s Series A Convertible Non-Redeemable Preferred Stock automatically converted into 8,128.1 shares of common stock at 5 p.m. Eastern Time on June 16, 2026, under the Series A Certificate of Designations.

Did the Azitra CEO pay additional cash to convert the Series A preferred shares?

No additional cash was paid at conversion. Each Series A preferred share automatically converted into common stock for no additional consideration, in line with the Certificate of Designations and applicable Beneficial Ownership Limitations.

What are the Beneficial Ownership Limitations mentioned for Azitra’s Series A preferred stock?

The Beneficial Ownership Limitations restrict conversions under the Series A Certificate of Designations so that holders do not exceed specified beneficial ownership thresholds when their preferred shares convert into Azitra common stock.

How were Azitra’s Series A preferred shares originally sold to the CEO?

Each Series A preferred share was sold as part of a Security priced at $1,000, together with one Series B Common Stock Purchase Warrant and one Series C Common Stock Purchase Warrant, which were purchased by Francisco D. Salva.