Azitra, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on May 21, 2026.

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.

255,699,381 ** Shares of Common Stock**

This prospectus relates to the offering and resale by the Selling Stockholders listed herein of up to an aggregate of 255,699,381 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 85,223,129 shares of Common Stock issuable upon either (x) the conversion of 10,485 shares of our Series A Convertible Non-Redeemable Preferred Stock (the “Series A Preferred Stock”) into shares of Common Stock (the “Series A Conversion Shares”) or (y) the exercise of prefunded-warrants (the “Series A Preferred Pre-Funded Warrants”), issued upon conversion of the Series A Preferred Stock in lieu of the Series A Conversion Shares, to purchase up to 85,223,129 shares of Common Stock (the “Series A Preferred Pre-Funded Warrant Shares”, and together with the Series A Conversion Shares, the “Conversion Shares”); (ii) 85,223,126 shares of Common Stock issuable upon either (x) the exercise of Series B Common Stock Purchase Warrants (the “Series B Warrants ,” and such shares issuable upon exercise of the Series B Warrants, the “Series B Warrant Shares”) or (y) the exercise of prefunded-warrants (the “Series B Pre-Funded Warrants”), issued upon exercise of the Series B Warrants in lieu of the Series B Warrant Shares, to purchase up to 85,223,126 shares of Common Stock (the “Series B Pre-Funded Warrant Shares, and together with the Series B Warrant Shares, the “Series B Exercise Shares”); and (iii) 85,223,126 shares of Common Stock issuable upon either (x) the exercise of Series C Common Stock Purchase Warrants (the “Series C Warrants ,” and such shares issuable upon exercise of the Series C Warrants, the “Series C Warrant Shares”) or (y) the exercise of prefunded-warrants (the “Series C Pre-Funded Warrants”), issued upon exercise of the Series C Warrants in lieu of the Series C Warrant Shares, to purchase up to 85,223,126 shares of Common Stock (the “Series C Pre-Funded Warrant Shares”, and together with the Series C Warrant Shares, the “Series C Exercise Shares”). The Series B Warrants and the Series C warrants are collectively referred to as the “Warrants” and the Series B Warrant Shares, the Series C Warrant Shares, Series B Pre-Funded Warrant Shares and Series C Pre-Funded Warrant Shares are collectively referred to as the “Warrant Shares”.

The Conversion Shares and the Warrant Shares are collectively referred to as the “Shares”. For each Series A Preferred Pre-Funded Warrant to purchase a share of Common Stock we issue upon conversion of the Series A Preferred Stock, the number of Series A Conversion Shares we are offering will be decreased on a one-for-one basis such that we are offering a total of 85,223,129 Conversion Shares. For every Series B Pre-Funded Warrant to purchase a share of Common Stock we issue upon exercise of the Series B Warrants, the number of Series B Warrant Shares we are offering will be decreased on a one-for-one basis such that we are offering a total of 85,223,126 Series B Exercise Shares. For every Series C Pre-Funded Warrant to purchase a share of Common Stock we issue upon exercise of the Series C Warrants, the number of Series C Warrant Shares we are offering will be decreased on a one-for-one basis such that we are offering a total of 85,223,126 Series C Exercise Shares.

The Series A Preferred Stock and Warrants were sold to Selling Stockholders in our private placement that closed on March 20, 2026 (the “Private Placement”). In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”), which we are filing the registration statement, of which this prospectus forms a part, pursuant to.

The Selling Stockholders may sell or otherwise dispose of the Shares 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 Shares. 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 Warrants are exercise for cash, if at all, we may receive aggregate gross proceeds of up to approximately $21 million. The Selling Stockholders and any broker-dealers or agents that are involved in selling the 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”).

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 May 19, 2026, was $0.19 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.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” on page 4 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 _____________, 2026.

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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