{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-025001","form_type":"8-K","ticker":"AZTR","cik":"0001701478","company_name":"Azitra, Inc.","filed_at":"2025-11-25T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.185406+00:00","generated_at":"2026-05-16T16:57:25.645092+00:00","sec_items":["1.01","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Azitra raises $1.5M in private placement of common stock and warrants at $0.32/unit","bullets":["Gross proceeds $1.5M from sale of 4,687,500 shares (or pre-funded warrants) and warrants to buy 4,687,500 shares at $0.32.","Common warrants exercisable at $0.32 per share upon shareholder approval, expire 5 years later.","Maxim Group LLC acted as sole placement agent; cash fee 7% of gross proceeds plus 187,500 placement agent warrants.","Proceeds to be used for general corporate purposes; closing occurred November 25, 2025.","Company agreed to file resale registration statement for the securities within 20 days."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-025001","json":"https://secwatch.observer/filing/0001493152-25-025001.json","markdown":"https://secwatch.observer/filing/0001493152-25-025001.md","text":"https://secwatch.observer/filing/0001493152-25-025001.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T16:57:25.645092+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0f2feb0893ae9b18dad6f6d182671727fdf17a81","claim":"Azitra, Inc. issued 187,500 shares of Common Stock of warrant to Maxim Group LLC, as sole placement agent for exercise price equal to 125% of the Offering Price.","evidence_excerpt":"(the “Placement Agent Warrant Shares”), equal to 4.0% of the total number of shares of Common Stock and Pre-Funded Warrants sold in the Offering, at an exercise price equal to 125% of the Offering Price; and (iii) reimburse the Placement Agent for certain out of pocket expenses, including the reasonable fees of legal counsel, in an amount not to exceed","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"187,500 shares of Common Stock"},{"label":"Purchaser","value":"Maxim Group LLC, as sole placement agent"},{"label":"Consideration","value":"exercise price equal to 125% of the Offering Price"}],"fact_type":"equity_issuance"},{"claim_id":"159662c866ef9817e4fe70d2c9eeda356bb12219","claim":"Azitra, Inc. issued up to an aggregate of 4,687,500 shares of Common Stock of warrant to a single institutional investor for $0.32 per Common Warrant.","evidence_excerpt":"up to an aggregate of 4,687,500 shares of Common Stock (the “Common Warrant Shares” together with the Pre-Funded Warrant Shares, the “Warrant Shares”) at an exercise price of $0.32 per Common Warrant. The offering price was $0.32 per share of Common Stock or Pre-Funded Warrant and accompanying Common Warrant (the “Offering Price”). The Pre-Funded Warrants","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"up to an aggregate of 4,687,500 shares of Common Stock"},{"label":"Purchaser","value":"a single institutional investor"},{"label":"Consideration","value":"$0.32 per Common Warrant"}],"fact_type":"equity_issuance"},{"claim_id":"17b0c4894c6496b24d7914c6ee579e2f7f0696e8","claim":"Azitra, Inc. issued 535,759 shares of common stock of common stock to a single institutional investor for $0.32 per share.","evidence_excerpt":"up to an aggregate of 4,687,500 shares of Common Stock (the “Common Warrant Shares” together with the Pre-Funded Warrant Shares, the “Warrant Shares”) at an exercise price of $0.32 per Common Warrant. The offering price was $0.32 per share of Common Stock or Pre-Funded Warrant and accompanying Common Warrant (the “Offering Price”). The Pre-Funded Warrants","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"535,759 shares of common stock"},{"label":"Purchaser","value":"a single institutional investor"},{"label":"Consideration","value":"$0.32 per share"}],"fact_type":"equity_issuance"},{"claim_id":"dfe99614073529caa2188dd5a252f01ec511ff93","claim":"Azitra, Inc. issued up to an aggregate of 4,151,741 shares of Common Stock of warrant to a single institutional investor for $0.0001 per Pre-Funded Warrant.","evidence_excerpt":"private placement offering priced at a premium to market in accordance with NYSE rules (the “Offering”) an aggregate of 535,759 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 4,151,741 shares of Common Stock (the “Pre-Funded","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"up to an aggregate of 4,151,741 shares of Common Stock"},{"label":"Purchaser","value":"a single institutional investor"},{"label":"Consideration","value":"$0.0001 per Pre-Funded Warrant"}],"fact_type":"equity_issuance"},{"claim_id":"2fa919c3011d997a3149d6762c49a010914df44f","claim":"Azitra, Inc. entered into Securities Purchase Agreement with a single institutional investor valued at approximately $1.5 million (effective 2025-11-24).","evidence_excerpt":"On November 24, 2025, Azitra, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"a single institutional investor"},{"label":"Value","value":"approximately $1.5 million"},{"label":"Effective","value":"2025-11-24"}],"fact_type":"material_agreement"},{"claim_id":"7e5400e5c420dc7de58a5f82843d04947aead698","claim":"Azitra, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2025-11-24).","evidence_excerpt":"On November 24, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC, as sole placement agent (the “Placement Agent”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Maxim Group LLC"},{"label":"Effective","value":"2025-11-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}