Form 8-K - Current report

 

 

 

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): November 20, 2024

 

 

 

AZITRA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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

 

21 Business Park Drive

Branford, CT 06405

(Address of principal executive offices)(Zip Code)

 

[phone]

(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 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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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 of each class		Trading Symbol(s)		Name 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. ☐

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On November 20, 2024, Azitra, Inc. held its 2024 Annual Meeting of Stockholders, for the purposes of:

 

	●	Electing four (4) directors, each to serve until our 2025 Annual Meeting of Stockholders;
	●	Approving an amendment to our 2023 Stock Incentive Plan (“Plan”) to increase the number of shares reserved under the Plan by 1,144,401 shares;
	●	Approving an amendment to the Plan for the adoption of an evergreen provision to the Plan providing for an automatic annual increase in the shares of common stock available for issuance under the Plan over the next 10 years; and
	●	Ratifying the appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

All of the persons nominated to serve on our board of directors, namely Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer, were elected to our board of directors, with shares voted as follows:

 

Name		For				Withheld				Broker Non-Votes
Francisco D. Salva			833,171				144,978				2,109,402
Travis Whitfill			833,791				144,358				2,109,402
Barbara Ryan			849,891				128,258				2,109,402
John Schroer			850,311				127,838				2,109,402

 

In addition, our shareholders approved an amendment to the Plan to increase the number of shares reserved under the Plan by 1,144,401 shares, with shares voted as follows:

 

For			663,277
Against			291,773
Abstain			23,099

 

There were 2,109,402 broker non-votes on the approval the above amendment to our Plan.

 

In addition, our shareholders approved an amendment to the Plan for the adoption of an evergreen provision to the Plan providing for an automatic annual increase in the shares of common stock available for issuance under the Plan over the next 10 years, with shares voted as follows:

 

For			751,718
Against			191,413
Abstain			35,017

 

There were 2,109,402 broker non-votes on the approval the amendment to our 2021 Stock Incentive Plan.

 

In addition, our shareholders ratified the appointment of Grassi & Co., CPAs, P.C as our independent registered public accounting firm for the fiscal year ending December 31, 2024, with shares voted as follows:

 

For			2,921,438
Against			111,636
Abstain			54,476

 

There were no broker non-votes on the ratification of our independent registered public accounting firm.

 

 

 

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: November 26, 2024	/s/ Francisco D. Salva
	Francisco D. Salva
	Chief Executive Officer

 

 

Cover	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2024
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

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