Azitra, Inc.
For the period ended May 8, 2026. Filed May 8, 2026.
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May 8, 2026 · Filed May 8, 2026
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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
May 8, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Azitra, Inc., a Delaware corporation (which we refer to as “Azitra,” “we,” “us,” “our,” or the “Company”), to be held on Thursday, June 4, 2026 at 11:00 a.m. EDT.
This year’s Annual Meeting will be held virtually by means of remote communication. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from any location that has Internet connectivity. There will be no physical in-person meeting. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying Proxy Statement.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting. We urge you to read this information carefully.
Whether or not you attend the Annual Meeting via the Internet, and regardless of the number of shares of Azitra that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote your shares of common stock via the Internet, telephone or by promptly marking, dating, signing, and returning the proxy card via mail or fax. Voting over the Internet, telephone, or by written proxy, will ensure that your shares are represented at the Annual Meeting.
On behalf of the Board of Directors of Azitra, we thank you for your participation.
Sincerely,
/s/ Francisco D. Salva
Francisco D. Salva
President and Chief Executive Officer
21 Business Park Drive
Branford, Connecticut 06405
(203) 646-6446
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2026
The 2026 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Azitra, Inc., a Delaware corporation (which we refer to as “Azitra,” “we,” “us,” “our,” or the “Company”), will be held on Thursday, June 4, 2026 at 11:00 a.m. EDT. This year’s meeting is a virtual stockholder meeting conducted exclusively via live audio webcast. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend the Annual Meeting, you must register in advance at www.proxypush.com/AZTR prior to the deadline of 5:00 p.m. EDT on Wednesday, June 3, 2026. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions.
We will consider and act on the following items of business at the Annual Meeting:
| 1. | To elect the four director nominees named in the Proxy Statement to serve as members of the Board of Directors of the Company (which we refer to as our “Board”) until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the Proxy Statement for election to our Board are the following individuals: Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer; |
| 2. | To adopt an amendment (as set forth on Exhibit A to the Proxy Statement) to our Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the authorized number of shares of the Company’s common stock from 200,000,000 shares to 750,000,000 shares; |
| 3. | To approve an amendment (as set forth on Exhibit B to the Proxy Statement) to our Certificate of Incorporation, and authorize the Company’s Board, to effect one or more reverse stock splits; |
| 4. | To ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026; |
| 5. | To approve, for purposes of complying with NYSE American Company Guide Sections 713(a) and 713(b), the issuance of more than 19.99% of the Company’s issued and outstanding shares of common stock, comprised of shares of common stock underlying warrants, pursuant to the securities purchase agreement with Alumni Capital LP, dated November 24, 2025; |
| 6. | To approve, for purposes of complying with NYSE American Company Guide Sections 713(a) and 713(b), the issuance of more than 19.99% of the Company’s issued and outstanding shares of common stock, upon the conversion of the Company’s Series A Preferred Stock and upon the exercise of the Series B Warrants and Series C Warrants (or, in certain circumstances, upon the exercise of pre-funded warrants), pursuant to the securities purchase agreement dated March 18, 2026; |
| 7. | To approve an amendment and restatement of the Azitra, Inc. 2023 Stock Incentive Plan (the “2023 Plan”) to increase the authorized share reserve (as set forth on Exhibit C to the Proxy Statement); |
| 8. | To approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting; and |
| 9. | To transact such other business as may properly come before the Annual Meeting or at any continuation, postponement or adjournment thereof. |
The Proxy Statement accompanying this Notice describes each of these items of business in detail. Only stockholders of record at the close of business on April 24, 2026 are entitled to notice of, to attend, and to vote at, the Annual Meeting or any continuation, postponement or adjournment thereof.
To ensure your representation at the Annual Meeting, you are urged to submit a proxy to vote your shares of common stock via the Internet, telephone or by promptly marking, dating, signing, and returning the proxy card via mail or email. Voting instructions are provided on the proxy card delivered to you and included in the accompanying Proxy Statement. Any stockholder attending the Annual Meeting may vote at the meeting even if he or she previously submitted a proxy. If your shares of common stock are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.
Sincerely,
/s/ Francisco D. Salva
Francisco D. Salva
President and Chief Executive Officer
Branford, Connecticut
May 8, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Information about the Annual Meeting | 1 |
| Questions and Answers About These Proxy Materials and Voting | 2 |
| Proposal 1 - Election of Directors | 10 |
| Corporate Governance | 12 |
| Proposal 2 - Adoption of An Amendment to our Second Amended And Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock | 16 |
| Proposal 3 - Adoption of an Amendment to our Certificate of Incorporation, and Authorization for the Board, to Effect One or More Reverse Stock Splits | 18 |
| Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm | 26 |
| Proposal 5 - Approval of, for Purposes of Complying with NYSE American Company Guide Sections 713(a) and 713(b), the Issuance of More Than 19.99% of our Issued and Outstanding Shares of Common Stock, including shares of Common Stock underlying Warrants, Pursuant to the Purchase Agreement with Alumni Capital LP | 28 |
| Proposal 6 – Approval, for Purposes of Complying with NYSE American Company Guide Sections 713(a) and 713(b), of the Issuance of More than 19.99% of the Company’s Issued and Outstanding Shares of Common Stock, Upon the Conversion of the Company’s Series A Preferred Stock and Upon the Exercise of our Series B Warrants and Series C Warrants (or, in Certain Circumstances, Upon the Exercise of Pre-Funded Warrants) Pursuant to the Securities Purchase Agreement dated March 18, 2026 | 32 |
| Proposal 7 - Approval of an Amendment and Restatement of the Azitra, Inc. 2023 Stock Incentive Plan (the “2023 Plan”) to Increase the Authorized Share Reserve | 38 |
| Proposal 8 - To Approve an Adjournment of the Annual Meeting to a Later Date or Time, if Necessary, to Permit Further Solicitation and Vote of Proxies if There are Insufficient Votes at the Time of the Annual Meeting to Approve Any of the Proposals Presented for A Vote at the Annual Meeting | 46 |
| Security Ownership of Certain Beneficial Owners and Management | 47 |
| Executive Officers and Compensation | 48 |
| Certain Relationships and Related Party Transactions | 53 |
| Other Matters | 54 |
**21 Business Park Drive
Branford, Connecticut 06405
(203) 646-6446
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2026
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