Azitra, Inc. ownership disclosure: Stonepine entities and Jon M. Plexico report shared beneficial ownership of 1,744,339 shares of Common Stock, representing 9.9% of the class. The filing states the percentage "is giving effect to the 9.99% beneficial ownership limitation" and uses May 12, 2026 as the outstanding-share anchor of 16,192,438 shares.
The reporting persons note their holdings comprise 475,923 shares of Common Stock, Series A Preferred convertible into 27,107,210 shares, and Warrants to acquire 54,214,420 shares, each subject to a 9.99% beneficial ownership cap. Signatures show Jon M. Plexico as the reporting signatory.
Positive
None.
Negative
None.
Insights
Stonepine and related parties report a near-10% aggregated stake under a beneficial-ownership cap.
The filing lists shared voting and dispositive power over 1,744,339 shares, recorded as 9.9% of outstanding common stock based on May 12, 2026 and an outstanding base of 16,192,438 shares. It expressly references a 9.99% beneficial ownership limitation applied to convertible Series A Preferred and Warrants.
Key dependencies include the applicability of the 9.99% cap and the conversion/exercise mechanics; subsequent schedules or amendments could change the reported percentage if conversions/exercises occur or if the outstanding share base changes.
The position combines direct common shares plus convertible and warrant exposure capped at 9.99%.
The disclosure itemizes 475,923 common shares, Series A Preferred convertible into 27,107,210 shares, and Warrants exercisable into 54,214,420 shares, with the combined conversion/exercise quantities subject to a 9.99% beneficial ownership limitation. The reported 1,744,339-share figure reflects the cap's effect in the calculation methodology.
Cash‑flow treatment and exact conversion/exercise pricing are not stated in the excerpt; future filings could specify timing, prices, or mechanics that affect potential dilution and actual ownership levels.
Key Figures
Shared beneficial ownership:1,744,339 sharesPercent of class:9.9%Shares outstanding used:16,192,438 shares+3 more
6 metrics
Shared beneficial ownership1,744,339 sharesAmount reported as beneficially owned by Stonepine and related persons
Percent of class9.9%Percent of class reported for the 1,744,339 shares
Shares outstanding used16,192,438 sharesOutstanding common shares as of <date>May 12, 2026</date> (Form 10-Q anchor)
Common shares noted475,923 sharesCommon Stock component referenced in the explanatory comment
Convertible Series A27,107,210 sharesSeries A Preferred convertible-into share amount (subject to 9.99% limit)
Warrants exercisable54,214,420 sharesWarrants to acquire shares (subject to 9.99% limit)
Key Terms
9.99% beneficial ownership limitation, Series A Preferred, Warrants, shared dispositive power
4 terms
9.99% beneficial ownership limitationregulatory
"subject to a 9.99% beneficial ownership limitation"
Series A Preferredfinancial
"Series A Preferred Shares convertible into 27,107,210 shares of Common Stock"
Series A preferred is an early round of equity that gives certain investors a special class of shares with priority rights over common shareholders, such as first claim on assets or dividends and often the option to convert into common stock later. Think of it like a VIP ticket at a concert that guarantees earlier entry and some extra perks; for investors it reduces risk, defines ownership stakes, and affects control and potential returns in future sales or public offerings.
Warrantsfinancial
"Warrants to acquire 54,214,420 shares of Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
What stake does Stonepine report in Azitra (AZTR)?
Stonepine reports shared beneficial ownership of 1,744,339 shares, equal to 9.9% of the class. The percentage is calculated using 16,192,438 shares outstanding as of May 12, 2026 and applies a 9.99% ownership limitation.
How did the filing calculate the 9.9% ownership for AZTR?
The filing applies a 9.99% beneficial ownership limitation when totaling potential shares from common shares, convertible Series A Preferred, and Warrants. It uses 16,192,438 shares outstanding as of May 12, 2026 as the base for the calculation.
What convertible and warrant exposure do the reporting persons disclose?
They disclose Series A Preferred convertible into 27,107,210 shares and Warrants to acquire 54,214,420 shares, both subject to a 9.99% ownership cap. These quantities are listed in the filing's explanatory comment.
Who signed the Schedule 13G for AZTR and in what capacity?
The filings are signed by Jon M. Plexico on behalf of Stonepine entities; he is identified as the control person and managing member of the reporting entities in the submission.
Does the Schedule 13G show sole voting or dispositive power for the reporting persons?
No. The filing reports 0 shares of sole voting and sole dispositive power and 1,744,339 shares of shared voting and shared dispositive power for each reporting person.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Azitra, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05479L203
(CUSIP Number)
06/16/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05479L203
1
Names of Reporting Persons
Stonepine Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,744,339.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,744,339.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,744,339.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 475,923 shares of Common Stock, (2) Series A Preferred Shares convertible into 27,107,210 shares of Common Stock (subject to a 9.99% beneficial ownership limitation), and (3) Warrants to acquire 54,214,420 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. The percentage reported herein is giving effect to the 9.99% beneficial ownership limitation and is calculated based on (a) 16,192,438 shares of Common Stock outstanding as of May 12, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026, plus (b) the approximate total number of shares of Common Stock that the reporting persons may acquire upon exercise of all Preferred Shares and Warrants (subject to the 9.99% beneficial ownership limitation).
SCHEDULE 13G
CUSIP Number(s):
05479L203
1
Names of Reporting Persons
Stonepine Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,744,339.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,744,339.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,744,339.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 475,923 shares of Common Stock, (2) Series A Preferred Shares convertible into 27,107,210 shares of Common Stock (subject to a 9.99% beneficial ownership limitation), and (3) Warrants to acquire 54,214,420 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. The percentage reported herein is giving effect to the 9.99% beneficial ownership limitation and is calculated based on (a) 16,192,438 shares of Common Stock outstanding as of May 12, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026, plus (b) the approximate total number of shares of Common Stock that the reporting persons may acquire upon exercise of all Preferred Shares and Warrants (subject to the 9.99% beneficial ownership limitation).
SCHEDULE 13G
CUSIP Number(s):
05479L203
1
Names of Reporting Persons
Stonepine GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,744,339.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,744,339.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,744,339.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 475,923 shares of Common Stock, (2) Series A Preferred Shares convertible into 27,107,210 shares of Common Stock (subject to a 9.99% beneficial ownership limitation), and (3) Warrants to acquire 54,214,420 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. The percentage reported herein is giving effect to the 9.99% beneficial ownership limitation and is calculated based on (a) 16,192,438 shares of Common Stock outstanding as of May 12, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026, plus (b) the approximate total number of shares of Common Stock that the reporting persons may acquire upon exercise of all Preferred Shares and Warrants (subject to the 9.99% beneficial ownership limitation).
SCHEDULE 13G
CUSIP Number(s):
05479L203
1
Names of Reporting Persons
Jon M. Plexico
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,744,339.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,744,339.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,744,339.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 475,923 shares of Common Stock, (2) Series A Preferred Shares convertible into 27,107,210 shares of Common Stock (subject to a 9.99% beneficial ownership limitation), and (3) Warrants to acquire 54,214,420 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. The percentage reported herein is giving effect to the 9.99% beneficial ownership limitation and is calculated based on (a) 16,192,438 shares of Common Stock outstanding as of May 12, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ending March 31, 2026, plus (b) the approximate total number of shares of Common Stock that the reporting persons may acquire upon exercise of all Preferred Shares and Warrants (subject to the 9.99% beneficial ownership limitation).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Azitra, Inc.
(b)
Address of issuer's principal executive offices:
21 BUSINESS PARK DRIVE, SUITE 6, BRANFORD, CT, 06405
Item 2.
(a)
Name of person filing:
Stonepine Capital Management, LLC, a Delaware limited liability company ("Stonepine")
Stonepine Capital, LP, a Delaware limited partnership (the "Partnership")
Stonepine GP, LLC, a Delaware limited liability company (the "General Partner")
Jon M. Plexico
Stonepine and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Mr. Plexico is the control person of Stonepine and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of shares of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any shares of Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
2900 NW Clearwater Drive, Suite 100-11, Bend OR 97703
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
05479L203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Stonepine: 1,744,339
Partnership: 1,744,339
General Partner: 1,744,339
Jon M. Plexico: 1,744,339
(b)
Percent of class:
Stonepine: 9.9%
Partnership: 9.9%
General Partner: 9.9%
Jon M. Plexico: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(ii) Shared power to vote or to direct the vote:
Stonepine: 1,744,339
Partnership: 1,744,339
General Partner: 1,744,339
Jon M. Plexico: 1,744,339
(iii) Sole power to dispose or to direct the disposition of:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(iv) Shared power to dispose or to direct the disposition of:
Stonepine: 1,744,339
Partnership: 1,744,339
General Partner: 1,744,339
Jon M. Plexico: 1,744,339
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Partnership holds Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Stonepine Capital Management, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
06/22/2026
Stonepine Capital, L.P.
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member of the General Partner, Stonepine GP, LLC
Date:
06/22/2026
Stonepine GP, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
06/22/2026
Jon M. Plexico
Signature:
/s/ Jon M. Plexico
Name/Title:
Reporting Person
Date:
06/22/2026
Exhibit Information
EXHIBIT 99 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G.
