Azitra, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on December 10, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AZITRA, INC.

(Exact name of registrant as specified in its charter)

21 Business Park Drive

Branford, CT 06405

(203) 646-6446

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Francisco D. Salva

21 Business Park Drive

Branford, CT 06405

(203) 646-6446

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Faith L. Charles, Esq. ****

Todd Mason, Esq. ****

Thompson Hine LLP ****

300 Madison Avenue, 27 th Floor

**** New York, New York 10017-6232 ****

Tel: (212) 344-6101

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 38,944,662 Shares of Common Stock

Up to 4,151,741 Shares of Common Stock Underlying the November Pre-Funded Warrants

Up to 4,687,500 Shares of Common Stock Underlying the November Common Stock Purchase Warrants

Up to 187,500 Shares of Common Stock Underlying the Placement Agent Warrants

Up to 3,840,890 Shares of Common Stock Underlying the ELOC Warrants

This prospectus relates to the offering and resale by the Selling Stockholders listed herein of up to (i) of up to 535,759 shares (the “November Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), (ii) up to 4,151,741 shares of Common Stock (the “November Pre-Funded Warrant Shares”) issuable upon exercise of pre-funded warrants (the “November Pre-Funded Warrants”), (iii) up to 4,687,500 shares of Common Stock (the “November Common Stock Purchase Warrant Shares”, together with the November Pre-Funded Warrant Shares, the “November Warrant Shares”) issuable upon exercise of Common Stock purchase warrants (the “November Common Stock Purchase Warrants” together with the November Pre-Funded Warrants, the “November Warrants”), (iv) up to 187,500 shares (the “November Placement Agent Warrant Shares”) of Common Stock underlying the placement agent warrants (the “November Placement Agent Warrants”), (v) up to 3,840,890 shares (the “ELOC Warrant Shares”) of Common Stock issuable upon exercise of the warrants issuable in connection with the ELOC Purchase Agreement (the “ELOC Warrants”) and (vi) up to 38,408,903 shares (the “ELOC Shares”) of Comon Stock issuable pursuant to the ELOC Purchase Agreement.

The November Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the November Pre-Funded Warrants are exercised in full. The November Common Stock Purchase Warrants will be exercisable commencing on the date of stockholder approval of the issuance of the November Common Stock Purchase Warrant Shares (the “Stockholder Approval Date”) and will expire on the five-year anniversary of the Stockholder Approval Date. The November Placement Agent Warrants are exercisable on the six-month anniversary of the issuance date and expire on the five-year anniversary of the commencement of the November Offering.

The November Shares and the November Warrants have been issued and sold to the Selling Stockholder pursuant to the purchase agreement, dated November 24, 2025 (the “November Purchase Agreement”). The November Placement Agent Warrants have been issued and sold to the Selling Stockholder pursuant to the placement agency agreement (the “November Placement Agency Agreement”) dated November 24, 2025. See “The November 2025 Alumni Capital Transaction” for a description of the November Purchase Agreement, the November Placement Agency Agreement and “Selling Stockholders” for additional information. The prices at which the Selling Stockholders may resell the November Shares, the November Warrant Shares and the November Placement Agent Warrant Shares offered hereby will be determined by the prevailing market price for the Common Stock or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders. To the extent the November Warrants and November Placement Agent Warrants are exercised for cash, if at all, we may receive aggregate gross proceeds of up to approximately $1.57 million.

The ELOC Shares and the ELOC Warrants may be issued and sold to the Selling Stockholder pursuant to the purchase agreement, dated April 24, 2025, (the “ELOC Purchase Agreement”) entered into with Alumni Capital LP (“Alumni Capital”), as amended by that certain modification agreement dated August 26, 2025. See “The Alumni Capital ELOC Transaction” for a description of the ELOC Purchase Agreement, as amended, and “Selling Stockholders” for additional information regarding Alumni Capital. The prices at which Alumni Capital may resell the ELOC Shares and the ELOC Warrant Shares offered hereby will be determined by the prevailing market price for our Common Stock or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholder. However, we may receive aggregate gross proceeds of up to approximately $14.0 million from the sale of the ELOC Shares to the Selling Stockholder pursuant to the ELOC Purchase Agreement (in addition to the approximately $6.0 million previously received from sales made pursuant to the ELOC Purchase Agreement prior to the date of this prospectus), and up to approximately $2.5 million upon exercise for cash of the currently issued ELOC Warrants and the ELOC Warrants that may be issued pursuant to this prospectus. Under the registration statement previously filed with the Securities and Exchange Commission, and declared effective on May 1, 2025 (the “Prior Registration Statement”), we have registered 11,047,837 shares of Common Stock, which represents (i) 10,043,488 ELOC Shares that we may issue and sell to Alumni Capital under the ELOC Purchase Agreement and (ii) 1,004,349 shares of Common Stock underlying the ELOC Warrants that are issuable upon exercise of the ELOC Warrants that we may issue to Alumni Capital in connection with any single fixed purchase under the ELOC Purchase Agreement, of which 7,955,823 ELOC Shares and 795,579 ELOC Warrants have been sold to Alumni Capital to date. In accordance with our obligations under the Purchase Agreement, we are registering additional shares of Common Stock under this prospectus.

The Selling Stockholders may sell or otherwise dispose of the November Shares, the November Warrant Shares, the November Placement Agent Warrant Shares, the ELOC Shares and the ELOC Warrant Shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of the November Shares, the November Warrant Shares, the November Placement Agent Warrant Shares, the ELOC Shares and the ELOC Warrant Shares being registered pursuant to this prospectus. The Selling Stockholders and any broker-dealers or agents that are involved in selling the November Shares, the November Warrant Shares, the November Placement Agent Warrant Shares, the ELOC Shares and the ELOC Warrant Shares may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The Selling Stockholders will pay all brokerage fees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the November Shares, the November Warrant Shares, the November Placement Agent Warrant Shares, the ELOC Shares and the ELOC Warrant Shares, including legal and accounting fees. See “Plan of Distribution.”

Our Common Stock is listed on the NYSE American under the symbol “AZTR.” The last reported sale price of our Common Stock on the NYSE American on December 9, 2025, was $0.3654 per share.

You should read this prospectus, together with additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest in any of our securities.

On August 21, 2025, a reverse stock split of our outstanding shares of common stock took effect at a ratio of one-for-six and sixty six hundredths (1:6.66) (the “Reverse Stock Split”), which was approved by our board of directors (the “Board”) and stockholders, and consummated pursuant to a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on August 20, 2025. The Reverse Stock Split did not affect the total number of shares of capital stock, including our common stock, that we are authorized to issue, which remain as set forth pursuant to the Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”). Unless the context expressly dictates otherwise, all references to share and per share amounts referred to in this prospectus give effect to the Reverse Stock Split.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2025.

Table of Contents

You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor the Selling Stockholders have authorized any other person to provide you with information different from or in addition to that contained in this prospectus, and neither we nor the Selling Stockholders take responsibility for any other information others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. The Selling Stockholders are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. Except as otherwise stated, you should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus and that the information in any report incorporated by reference is accurate only as of the date of such report. Our business, financial condition, results of operations and prospects may have changed since such dates.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

As used in this prospectus, unless the context indicates or otherwise requires, “the Company,” “our Company,” “we,” “us,” and “our” refer to Azitra, Inc., a Delaware corporation.

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