UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 3, 2025, Azitra, Inc. (the “Company”), reconvened its 2025 annual meeting of stockholders (the “Reconvened Annual Meeting”), which was initially held on June 23, 2025 and adjourned to July 3, 2025 to allow additional time for the stockholders to vote on Proposal No. 2. At the Reconvened Annual Meeting, the Company’s stockholders adopted Proposal No. 2, which is an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares (the “Authorized Share Increase”). Following the Reconvened Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to implement the Authorized Share Increase.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment to implement the Authorized Share Increase, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Reconvened Annual Meeting, proxies had been submitted by stockholders representing over one-third of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. The final voting result on Proposal No. 2 submitted to stockholders at the Reconvened Annual Meeting is set forth below.
Proposal No. 2. Stockholders adopted an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (as amended) to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares, with shares voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,090,701 | 278,960 | 2,607 | 7,217,442 |
Item. 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment filed with the Delaware Secretary of State on July 3, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AZITRA, INC. | ||
| Dated: July 3, 2025 | By: | /s/ Francisco D. Salva |
| Francisco D. Salva | ||
| Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AZITRA, INC.
Azitra, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: The name of the Corporation is Azitra, Inc.
SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Second Amended and Restated Certificate of Incorporation, as amended, as follows:
That Section A of Article FOURTH of the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, shall be deleted and the following paragraph shall be inserted in lieu thereof:
“A. Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 210,000,000 shares, divided into: (i) 200,000,000 shares, par value $0.0001 per share, of common stock (the “Common Stock”); and (ii) 10,000,000 shares, par value $0.0001 per share, of preferred stock (the “Preferred Stock”).”
THIRD: Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval at a meeting thereof, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Remainder of the Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 3rd day of July, 2025.
| AZITRA, INC. | ||
| By: | /s/ Francisco D. Salva | |
| Name: | Francisco D. Salva | |
| Title: | President and Chief Executive Officer | |
Cover |
Jul. 03, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 03, 2025 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-41705 |
| Entity Registrant Name | AZITRA, INC. |
| Entity Central Index Key | 0001701478 |
| Entity Tax Identification Number | 46-4478536 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 21 Business Park Drive |
| Entity Address, City or Town | Branford |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06405 |
| City Area Code | (203) |
| Local Phone Number | 646-6446 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock: Par value $0.0001 |
| Trading Symbol | AZTR |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |