[SCHEDULE 13G] Azitra Inc SEC Filing

Rhea-AI Filing Summary

Alumni Capital LP, its general partner Alumni Capital GP LLC, and control person Ashkan Mapar filed a Schedule 13G reporting a deemed beneficial ownership of 2,605,586 shares of Azitra, Inc. common stock, representing 9.99% of the class. The reported position reflects shares the Fund may acquire under a Purchase Agreement and existing or to-be-issued Commitment Warrants, including a present right to acquire 849,700 shares on exercise of outstanding warrants. Ownership is subject to stated limits: a Warrant Ownership Limitation that caps ownership at 9.99% and a Purchase Agreement Ownership Limitation that currently caps purchases at 4.99% unless increased to 9.99% per the agreement.

Positive

• Clear disclosure of deemed beneficial ownership (2,605,586 shares, 9.99%) via Schedule 13G filing
• Specifies contractual rights and limits: Purchase Agreement and Commitment Warrants with explicit ownership caps
• Quantifies warrant exposure: right to acquire 849,700 shares via outstanding Commitment Warrants
• Includes certifications and signatures confirming accuracy and joint filing agreement

Negative

• No current outright ownership—the Fund does not own shares as of the filing date, holdings are contingent rights
• Ownership subject to multiple limits (Warrant Ownership Limitation at 9.99% and Purchase Agreement Ownership Limitation at 4.99% unless increased)
• Shared voting/dispositive power only; reporting persons report 0 sole voting or dispositive power

Insights

Financial Analyst

TL;DR: Reporting persons disclose a near-10% economic interest via warrants and an agreement, creating potential future share acquisition but no current outright ownership.

The filing reports 2,605,586 shares deemed beneficial under Rule 13d-3 because of a Purchase Agreement and Commitment Warrants. The Fund currently does not own shares outright but has the right to acquire 849,700 shares via outstanding warrants. The filing explicitly notes ownership ceilings: a 9.99% cap for warrants and a 4.99% purchase cap that can be raised to 9.99% with issuer consent or agreement. This is a controlled, contractual pathway to reach economic exposure without immediate voting or dispositive sole power.

Corporate Governance Expert

TL;DR: Disclosure clarifies control relationships and contractual limits, complying with Schedule 13G requirements while disclaiming active control.

The filing identifies the reporting entities, their addresses, and citizenships, and states that the General Partner and controlling person share voting and dispositive power over the reported shares. Signatures by Ashkan Mapar certify the statements and include a joint filing agreement. The Certification asserts the position was not acquired to influence control. The disclosure of explicit ownership limits and the pecuniary-interest disclaimer are important governance details for shareholders assessing potential influence.

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)

04/24/2025

(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)

SCHEDULE 13G

CUSIP No. 05479L203

1

Names of Reporting Persons

Alumni Capital LP

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 2,605,586.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,605,586.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,605,586.00

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)

PN

SCHEDULE 13G

CUSIP No. 05479L203

1

Names of Reporting Persons

Alumni Capital 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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,605,586.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,605,586.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,605,586.00

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)

OO

SCHEDULE 13G

CUSIP No. 05479L203

1

Names of Reporting Persons

Ashkan Mapar

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 2,605,586.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,605,586.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,605,586.00

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)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Azitra, Inc.
(b)	Address of issuer's principal executive offices: 21 Business Park Drive, Branford, CT 06405
Item 2.
(a)	Name of person filing: This statement is filed by Alumni Capital LP (the "Fund"), Alumin Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons". The Fund holds, has the right to acquire, or has the obligation to acquire, securites of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling Person is the control person of the General Partner.
(b)	Address or principal business office or, if none, residence: The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)	Citizenship: Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 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: Alumni Capital LP - 2,605,586* Alumni Capital GP LLC - 2,605,586* Ashkan Mapar - 2,605,586* *The shares of common stock (the "Shares") of Azitra, Inc. (the "Issuer") reported herein represent Shares that may be acquired by Alumni Capital LP (the "Fund") pursuant to (i) a Purchase Agreement dated April 25, 2025, between the Issuer and the Fund (the "Purchase Agreement"), and (ii) warrants to purchase common stock of the Issuer held by the Fund or to be issued to the Fund in consideration of the Fund's entering into the Purchase Agreement (the "Commitment Warrants"). Under the Commitment Warrants, the Fund may acquire Shares (or securities convertible into or excercisable for Shares) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Commitment Warrants, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Warrant Ownership Limitation"). Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). The Fund may increase the Purchase Agreement Ownership Limitation up to 9.99% (a) with the Issuer's consent that shall not be unreasonably withheld, upon sixty-one (61) days prior written notice to the Issuer, or (b) upon written agreement of the Fund and the Issuer. As such, the percent of class reported herein is giving effect to the Warrant Ownership Limitation and is based upon the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2025 that there were 23,476,354 Shares outstanding as of August 11, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer and/or upon exercise of all Commitment Warrants (subject to the Warrant Ownership Limitation (and the Purchase Agreement Ownership Limitation if it is increased to 9.99%)) in accordance with Rule 13d-3(d)(1)(i) under the Act. For the sake of clarity, the Fund does not own any Shares as of the date of the filing, has the right to acquire 849,700 Shares upon exercise of outstanding Commitment Warrants as of the date of the filing, and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Commitment Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)	Percent of class: Alumni Capital LP - 9.99% Alumni Capital GP LLC - 9.99% Ashkan Mapar - 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0
	(ii) Shared power to vote or to direct the vote: Alumni Capital LP - 2,605,586* Alumni Capital GP LLC - 2,605,586* Ashkan Mapar - 2,605,586*
	(iii) Sole power to dispose or to direct the disposition of: Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0
	(iv) Shared power to dispose or to direct the disposition of: Alumni Capital LP - 2,605,586* Alumni Capital GP LLC - 2,605,586* Ashkan Mapar - 2,605,586*
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Alumni Capital LP

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar/Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	08/20/2025

Alumni Capital GP LLC

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar/Manager
Date:	08/20/2025

Ashkan Mapar

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar
Date:	08/20/2025

Exhibit Information

A. Agreement of Joint Filing

FAQ

How many Azitra (AZTR) shares are reported and what percent of the class does that represent?

The reporting persons state beneficial ownership of 2,605,586 shares, representing 9.99% of Azitra's common stock as reported in this Schedule 13G.

Does Alumni Capital currently own the reported Azitra shares outright?

No. The filing states the Fund does not own any Shares as of the date of the filing; the reported amount reflects shares the Fund may acquire under contractual arrangements.

How many shares can the Fund acquire via outstanding warrants?

The filing specifies the Fund has the right to acquire 849,700 shares upon exercise of outstanding Commitment Warrants.

What ownership limits apply to the Fund under the agreements?

Two limits are disclosed: a Warrant Ownership Limitation capping beneficial ownership via warrants at 9.99%, and a Purchase Agreement Ownership Limitation that currently caps purchases at 4.99% but may be increased to 9.99% with issuer consent or written agreement.

Who are the reporting persons and where are they located?

The reporting persons are Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar; their principal business office is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.

What outstanding share count did the filing reference when calculating the percentage?

The percent calculation is based on the Issuer's Quarterly Report filed with the SEC reporting 23,476,354 shares outstanding as of August 11, 2025, plus potential shares from the warrants and Purchase Agreement as described.