--- 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" generated_at: "2026-05-16T16:57:25.645092+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Azitra raises $1.5M in private placement of common stock and warrants at $0.32/unit ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 3.02, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-25-025001 - JSON: https://secwatch.observer/filing/0001493152-25-025001.json - Plain text: https://secwatch.observer/filing/0001493152-25-025001.txt ## Key facts - Equity Issuances 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. - Security: warrant - Shares: 187,500 shares of Common Stock - Purchaser: Maxim Group LLC, as sole placement agent - Consideration: exercise price equal to 125% of the Offering Price source text: (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_url: https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm - Equity Issuances 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. - Security: warrant - Shares: up to an aggregate of 4,687,500 shares of Common Stock - Purchaser: a single institutional investor - Consideration: $0.32 per Common Warrant source text: 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_url: https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm - Equity Issuances Azitra, Inc. issued 535,759 shares of common stock of common stock to a single institutional investor for $0.32 per share. - Security: common stock - Shares: 535,759 shares of common stock - Purchaser: a single institutional investor - Consideration: $0.32 per share source text: 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_url: https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm - Equity Issuances 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. - Security: warrant - Shares: up to an aggregate of 4,151,741 shares of Common Stock - Purchaser: a single institutional investor - Consideration: $0.0001 per Pre-Funded Warrant source text: 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_url: https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm - Material Agreements Azitra, Inc. entered into Securities Purchase Agreement with a single institutional investor valued at approximately $1.5 million (effective 2025-11-24). - Action: entry - Agreement: equity purchase - Counterparty: a single institutional investor - Value: approximately $1.5 million - Effective: 2025-11-24 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm - Material Agreements Azitra, Inc. entered into Placement Agency Agreement with Maxim Group LLC (effective 2025-11-24). - Action: entry - Agreement: underwriting - Counterparty: Maxim Group LLC - Effective: 2025-11-24 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1701478/000149315225025001/0001493152-25-025001-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.