Azitra (AZTR): Nantahala Capital reports 6.48M-share, 9.99% beneficial stake

Rhea-AI Filing Summary

Nantahala Capital Management, LLC and related reporting persons report beneficial ownership of 6,480,584 shares of Azitra, Inc. common stock as of June 30, 2026. This represents 9.99% of the outstanding common stock. The position includes 4,266,971 shares that may be acquired within sixty days through the exercise of convertible securities.

All reported shares are held with shared voting and dispositive power by Nantahala and its principals, Wilmot B. Harkey and Daniel Mack, and none are held with sole voting or dispositive power. Certain funds advised by Nantahala, including Blackwell Partners LLC – Series A and Nantahala Capital Partners Limited Partnership, have the right to receive dividends or sale proceeds from more than five percent of the outstanding common stock attributed to this beneficial ownership.

Key Figures

Beneficially owned shares: 6,480,584 shares Shares issuable via convertibles: 4,266,971 shares Ownership percentage: 9.99% +2 more

5 metrics

Beneficially owned shares 6,480,584 shares Azitra common stock beneficially owned by Nantahala and related persons as of June 30, 2026

Shares issuable via convertibles 4,266,971 shares Portion of reported stake acquirable within sixty days through exercise of convertible securities

Ownership percentage 9.99% Beneficial ownership of Azitra common stock for each reporting person as of June 30, 2026

CUSIP 05479L302 Identifier for Azitra, Inc. common stock

Reporting date 06/30/2026 Date as of which ownership information is stated

Key Terms

beneficial owner, shared voting power, dispositive power, convertible securities, +1 more

5 terms

beneficial owner financial

"Nantahala may be deemed to be the beneficial owner of 6,480,584 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 6,480,584.00"

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.

dispositive power financial

"Shared Dispositive Power 6,480,584.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

convertible securities financial

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

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

Schedule 13G regulatory

"Each of Messrs. Harkey and Mack is filing this as a control person"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

How many AZTR shares does Nantahala Capital Management report owning?

Nantahala Capital Management and related reporting persons report beneficial ownership of 6,480,584 Azitra (AZTR) shares. This total includes 4,266,971 shares that can be acquired within sixty days through convertible securities.

What percentage of Azitra (AZTR) does Nantahala beneficially own?

Nantahala and its principals each may be deemed to beneficially own 9.99% of Azitra’s common stock as of June 30, 2026. This percentage is based on the total number of shares outstanding at that date.

How much of Nantahala’s AZTR position comes from convertible securities?

Of the 6,480,584 Azitra (AZTR) shares reported, 4,266,971 shares may be acquired within sixty days through the exercise of convertible securities. These potential shares are included in the reported beneficial ownership stake.

Does Nantahala have sole or shared voting power over its AZTR shares?

Nantahala and its principals report 0 shares with sole voting or dispositive power and 6,480,584 shares with shared voting and shared dispositive power in Azitra (AZTR) common stock as of June 30, 2026.

Which Nantahala-advised funds benefit from the AZTR holdings?

The filing states that Blackwell Partners LLC – Series A and Nantahala Capital Partners Limited Partnership, both advised by Nantahala, have rights to receive dividends or sale proceeds from more than five percent of Azitra (AZTR) common stock reported.

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

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Available on EDGAR 08/14/2026 - 04:40 PM Accepted by SEC EDGAR 08/14/2026 - 04:36 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 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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,480,584.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,480,584.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,480,584.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 05479L302

1

Names of Reporting Persons

Wilmot B. Harkey

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 6,480,584.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,480,584.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,480,584.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP Number(s): 05479L302

1

Names of Reporting Persons

Daniel Mack

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 6,480,584.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,480,584.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,480,584.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC

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, CONNECTICUT, 06405
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(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 6,480,584 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 6,480,584 Shares Include 4,266,971 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of convertible securities.
(b)	Percent of class: As of June 30, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 9.99% (2) Wilmot B. Harkey: 9.99% (3) Daniel Mack: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 6,480,584 Shares. (2) Wilmot B. Harkey: 6,480,584 Shares. (3) Daniel Mack: 6,480,584 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 6,480,584 Shares. (2) Wilmot B. Harkey: 6,480,584 Shares. (3) Daniel Mack: 6,480,584 Shares.
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. BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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 acquired and are held in the ordinary course of business and 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 Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2026

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2026

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2026