8-K - AZTR - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2025

AZITRA,

INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41705	46-4478536
(State<br> or other jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

21Business Park Drive

Branford,CT 06405

(Address of principal executive offices)(Zip Code)

(203)646-6446

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock: Par value $0.0001	AZTR	NYSE American

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. ☐

Item1.01 Entry into a Material Definitive Agreement.

On August 26, 2025, Azitra, Inc. (the “Company”) entered into a Modification Agreement (the “Modification Agreement”) with Alumni Capital LP (the “Purchaser”) to amend certain terms of the Purchase Agreement, dated April 24, 2025, between the Company and Purchaser (the “Purchase Agreement”), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $20 million (the “Investment Amount”) of shares (the “ELOC Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) in a series of purchases each up to $750,000 (or up to $4 million upon mutual written agreement between the Company and the Purchaser).

Pursuant to the Modification Agreement, the Company may at its election, cause the Purchaser to make a series of purchases of ELOC Shares either at (i) the lowest daily volume weighted average price of the Common Stock during the period commencing on the date that the Company delivers written notice (the “Purchase Notice”) and ending on the earlier of (a) five (5) business days immediately following the date of a Purchase Notice, and (b) the date on which the Purchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 90% (“Purchase Notice Option 1”) or (ii) the lowest traded price of Common Stock during the period commencing on the date the Company delivers a Purchase Notice and ending on the earlier of (x) the same business day a Purchase Notice is delivered, and (y) the date on which the Purchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 97% (“Purchase Notice Option 2”). Each Purchase Notice delivered by the Company must specify whether Purchase Notice Option 1 or Purchase Notice Option 2 is selected and the number of ELOC Shares to be purchased. All other terms and conditions of the Purchase Agreement remain in full force and effect.

The foregoing descriptions of the Purchase Agreement and the Modification Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Purchase Agreement and the Modification Agreement, copies of which are filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2025, and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item9.01 Financial Statements and Exhibits

Exhibit Number	Description
10.1	Modification Agreement, dated August 26, 2025, by and between Azitra, Inc. and Alumni Capital LP.
104	Cover Page Interactive<br> Data File (embedded within the inline XBRL document)

| 2 |

| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

****	AZITRA, INC.
Dated: August 29, 2025	By:	/s/ Francisco Salva
	Name:	Francisco Salva
	Title:	Chief Financial Officer

| 3 |

| --- |

Exhibit 10.1

MODIFICATIONAGREEMENT

THIS MODIFICATION AGREEMENT (this “Modification Agreement”) is made and entered into effective as of August 26, 2025 (the “Effective Date”), by and between AZITRA, INC., a Delaware corporation (“Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (“Investor”).

Recitals

A. Company and Investor are parties to a Purchase Agreement dated as of April 24, 2025 (the “Agreement”).

B. Pursuant to the Agreement, the Company and Investor entered into agreement whereby the Investor shall purchase up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock from time to time, subject to the terms and conditions in the agreement, with the Commitment Period beginning on the Execution Date of April 24, 2025 and ending on December 31, 2026.

C. Company and Investor have agreed to modify the Agreement in accordance with the terms and conditions set forth in this Modification Agreement.

ModificationAgreement

In consideration of the mutual covenants and agreements set forth in this Modification Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Investor hereby agree as follows:

Amendmentto Securities Purchase Agreement

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

(i)	“Pricing<br> Period” the period commencing on the date that the company delivers a Purchase<br> Notice and ending on the earlier to occur of (i) five (5) Business Days immediately following<br> such date for Purchase Notice Option 1 (ii) the same Business Day for Purchase Notice Option<br> 2 (iii) the date on which the Investor notifies the Company that it is prepared to proceed<br> with subject Closing.
(ii)	“Purchase<br> Notice” shall mean a written notice from the Company, substantially in the form<br> of Exhibit A hereto, to the Investor setting forth the Purchase Notice Securities<br> which the Company requires the Investor to purchase under Purchase Notice Option 1 or Purchase<br> Notice Option 2, each having their own respective Purchase Notice Limitations and Closing<br> Dates.

(i)

“Pricing Period” the period commencing on the date that the company delivers a Purchase Notice and ending on the earlier to occur of (i) five (5) Business Days immediately following such date for Purchase Notice Option 1 (ii) the same Business Day for Purchase Notice Option 2 (iii) the date on which the Investor notifies the Company that it is prepared to proceed with subject Closing.

(ii)

“Purchase Notice” shall mean a written notice from the Company, substantially in the form of Exhibit A hereto, to the Investor setting forth the Purchase Notice Securities which the Company requires the Investor to purchase under Purchase Notice Option 1 or Purchase Notice Option 2, each having their own respective Purchase Notice Limitations and Closing Dates.

| 1 |

| --- | | (iii) | “Purchase Price” shall mean: (i) with respect to Purchase Notice Option 1, the lowest daily VWAP of the Common Stock during the Pricing Period multiplied by ninety percent (90%) and (ii) with respect to Purchase Notice Option 2, the lowest traded price of Common Stock during the Pricing Period multiplied by ninety-seven percent (97%). | | --- | --- |

OtherProvisions in Full Force. Except as specifically provided herein, the Agreement shall remain in full force and effect in accordance with the original terms and conditions in the Securities Purchase Agreement dated April 24, 2025.
Notices. Any notice required, permitted or contemplated hereunder shall be in accordance with the applicable “Notices” provision in the Agreement.
Miscellaneous. This Modification Agreement sets forth the entire agreement of the parties with respect to the subject matter of this Modification Agreement and supersedes all previous understandings, written or oral, in respect of this Modification Agreement. This Modification Agreement may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and if so signed, (a) may be relied on by each party as if the document were a manually signed original and (b) will be binding on each party for all purposes. This Modification Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Modification Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all which together shall constitute one and the same agreement. If any term of this Modification Agreement is found invalid by a court of competent jurisdiction, the invalid term will be considered excluded from this Modification Agreement and will not invalidate the remaining terms of this Modification Agreement. At no time shall the prior or subsequent course of conduct by Company or Investor directly or indirectly limit, impair, or otherwise adversely affect any of the parties’ rights or remedies in connection with this Modification Agreement or any of the documents, instruments and agreements executed in connection herewith, as Investor and Company agree that this Modification Agreement and the documents, instruments, and agreements executed in connection herewith shall only be amended by written instruments executed by Investor and Company. This Modification Agreement is made and entered into for the protection and benefit of Investor and Company and their permitted successors and assigns, and no other person, association, authority or entity shall be a direct or indirect beneficiary of or have any direct or indirect cause of action or claim in connection with this Modification Agreement.

2

IN WITNESS WHEREOF, Investor and Company have executed this Modification Agreement to be effective as of the Effective Date.

AZITRA, INC.
By:	/s/ Francisco Salva
	Francisco Salva, Chief Executive Officer
	Accepted as of the Effective Date.
ALUMNI CAPITAL LP
---	---
By:	/s/ Ashkan Mapar
	Ashkan Mapar, General Partner

| 3 |

| --- |

EXHIBIT A

FORM OF PURCHASE NOTICE

TO: ALUMNI CAPITAL LP

We refer to the Purchase Agreement (the “Agreement”) and Modification Agreement (the “Modification Agreement”), dated as of April 24, 2025 and August 25, 2025 respectively, entered into by and between Azitra, Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby certify that, as of the date hereof, the conditions set forth in Article VIII of the Agreement are satisfied, and we hereby elect to exercise our right pursuant to the Agreement to require you to purchase ______ Purchase Notice Securities under the following Purchase Notice Option and applicable Purchase Price (select only one):

[ ] Purchase Notice Option 1

[ ] Purchase Notice Option 2

The Company acknowledges and agrees that the amount of Purchase Notice Securities shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation.

The Company’s wire instructions are as follows:

[InsertWire Instructions]

AZITRA, INC.
By:
Name:	Francisco Salva
Title:	Chief Executive Officer
Date:	[●], 2025

| 4 |

| --- |