Nantahala Capital Partners (AZTR) discloses 8.40% beneficial stake in Azitra

Rhea-AI Filing Summary

Nantahala Capital Partners Limited Partnership reported beneficial ownership of common stock of Azitra, Inc. As of June 30, 2026, Nantahala may be deemed to beneficially own 5,448,213 shares of Azitra, including 4,266,971 shares that may be acquired within sixty days upon exercise of warrants.

This position represents 8.40% of the class, based on 60,603,741 shares outstanding plus the warrant shares. All 5,448,213 shares are reported with shared voting and shared dispositive power, and no sole voting or dispositive power.

Key Figures

Beneficial ownership: 5,448,213 shares Warrant shares: 4,266,971 shares Ownership percentage: 8.40% +3 more

6 metrics

Beneficial ownership 5,448,213 shares Shares that Nantahala may be deemed to beneficially own as of June 30, 2026

Warrant shares 4,266,971 shares Shares issuable within sixty days upon exercise of warrants held by the reporting persons

Ownership percentage 8.40% Percent of Azitra’s common stock beneficially owned by the reporting persons

Shares outstanding baseline 60,603,741 shares Shares outstanding received from the issuer on July 7, 2026, used for the ownership calculation

Shared voting power 5,448,213 shares Shares over which Nantahala reports shared power to vote or direct the vote

Sole voting power 0 shares Shares over which Nantahala reports sole power to vote

Key Terms

beneficial owner, shared voting power, shared dispositive power, warrants, +1 more

5 terms

beneficial owner financial

"Nantahala may be deemed to be the beneficial owner of 5,448,213 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 5,448,213.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 5,448,213.00"

warrants financial

"4,266,971 Shares which may be acquired ... through the exercise of warrants"

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.

percent of class financial

"Percent of class: As of June 30, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of 8.40%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What percentage of Azitra, Inc. (AZTR) does Nantahala Capital Partners report owning?

Nantahala Capital Partners reports beneficial ownership of 8.40% of Azitra’s common stock. This percentage is based on 60,603,741 shares outstanding plus 4,266,971 shares issuable upon exercise of warrants held by the reporting persons.

How many Azitra (AZTR) shares does Nantahala Capital Partners beneficially own?

Nantahala Capital Partners may be deemed to beneficially own 5,448,213 Azitra common shares. This total includes 4,266,971 shares that can be acquired within sixty days through the exercise of warrants held by the reporting persons.

How many Azitra (AZTR) shares underlying warrants are held by Nantahala Capital Partners?

Nantahala’s reported holdings include 4,266,971 Azitra shares issuable upon exercise of warrants. These warrant shares are included in the 5,448,213-share beneficial ownership figure disclosed as of June 30, 2026.

What is the share count baseline used for Nantahala’s 8.40% stake in Azitra (AZTR)?

The 8.40% beneficial ownership is calculated using 60,603,741 Azitra shares outstanding, as received from the issuer on July 7, 2026, plus 4,266,971 shares issuable upon exercise of Nantahala’s warrants.

Does Nantahala Capital Partners have sole or shared voting power over its Azitra (AZTR) shares?

Nantahala reports 0 shares with sole voting power and 5,448,213 shares with shared voting power. It likewise reports 0 shares with sole dispositive power and 5,448,213 shares with shared dispositive power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:35 PM Accepted by SEC EDGAR 08/14/2026 - 04:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AZITRA, INC.

(Name of Issuer)

Common stock: Par value $0.0001

(Title of Class of Securities)

05479L302

(CUSIP Number)

06/30/2026

(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): 05479L302

1

Names of Reporting Persons

NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP

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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,448,213.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,448,213.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,448,213.00

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)

8.40 %

12

Type of Reporting Person (See Instructions)

PN

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: NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP ("Nantahala")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, CT 06840
(c)	Citizenship: Nantahala is a Massachusetts limited partnership.
(d)	Title of class of securities: Common stock: Par value $0.0001
(e)	CUSIP Number(s): 05479L302
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: As of June 30, 2026, Nantahala may be deemed to be the beneficial owner of 5,448,213 Shares. The 5,448,213 Shares includes 4,266,971 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)	Percent of class: As of June 30, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of 8.40% of the total number of Shares outstanding, based on 60,603,741 shares outstanding received from the issuer on July 7 2026, plus 4,266,971 Shares issuable upon exercise of warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 5,448,213
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 5,448,213
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.
	Not Applicable
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.

NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer Nantahala Capital Management, LLC
Date:	08/14/2026

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey / Manager Nantahala Capital Management, LLC
Date:	08/14/2026

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack / Manager Nantahala Capital Management, LLC
Date:	08/14/2026