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Azitra, Inc.

For the period ended Mar 31, 2025. Filed May 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 13, 2025

AZTR$0.64-12.1%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include our expectations, beliefs, intentions and strategies regarding the future. You should carefully consider the risk factors discussed in the “Risk Factors” section in our Form 10-K for the year ended December 31, 2024 as, in light of those risks, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements. Other than as set forth below, there have been no material changes in the risk factors included in our 2024 Form 10-K. The risk factors described in our 2024 Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

We currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to, and may continue to lead to, changes to U.S. and international trade policies. In April 2025, the U.S. government commenced collecting a 10% tariff on imports from many countries, with higher levies on goods from larger trading partners. If maintained, tariffs and the potential escalation of trade disputes with foreign countries could pose a risk to our business and could result in higher operating expenses. The extent and duration of any tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and other countries, the response of such countries, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply of materials we purchase from companies targeted with tariffs. The foreign country hardest hit by the U.S. tariffs to date has been China, however we do not currently import any goods or services from China. The tariffs have not been applied to the provision of services by foreign service providers as of the date of this filing, however there can be no assurance that the U.S. administration will not attempt to apply tariffs to the provision of overseas services going forward. There can be no assurance that U.S. policies on tariffs and international trade will not increase the cost of manufacturing our product candidates and supporting materials, and import or export of raw materials and finished product candidates used in our and our collaborators’ preclinical studies and clinical trials.

NumberExhibit DescriptionMethod of Filing
3.1Second Amended and Restated Certificate of Incorporation of the RegistrantIncorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 21, 2023.
3.2Second Amended and Restated Bylaws of the RegistrantIncorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 21, 2023.
3.3Certificate of Amendment dated June 27, 2024 to Amended and Restated Certificate of IncorporationIncorporated herein by reference to the Company's Form S-3 filed on July 1, 2024.
3.4Amendment to Second Amended and Restated Bylaws of the RegistrantIncorporated herein by reference to the Company's Current Report on Form 8-K filed on August 12, 2024.
4.1Form of Placement Agent Warrant issued to Maxim Partners, LLCIncorporated herein by reference to the Company's Current Report on Form 8-K filed on January 16, 2025
4.2Form of Letter Agreement Between the Registrant and investors in February 2025 Securities OfferingIncorporated herein by reference to the Company's Current Report on Form 8-K filed on February 6, 2025
4.3Form of Warrant issued to Investors in February 2025 Securities OfferingIncorporated herein by reference to the Company's Current Report on Form 8-K filed on February 6, 2025
4.4Form of Warrant, dated April 24, 2025 issuable to Alumni Capital LPIncorporated herein by reference to the Company's Current Report on Form 8-K filed on April 24, 2025
10.1Form of Purchase Agreement, dated April 24, 2025, by and between the Registrant and Alumni Capital LPIncorporated herein by reference to the Company's Current Report on Form 8-K filed on April 24, 2025
31.1Certification under Section 302 of the Sarbanes-Oxley Act of 2002Filed electronically herewith.
31.2Certification under Section 302 of the Sarbanes-Oxley Act of 2002Filed electronically herewith.
32.1Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350Filed electronically herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

AZITRA, INC.
Date: May 13, 2025By:/s/ Francisco D. Salva
Francisco D. Salva,
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 2025By:/s/ Norman Staskey
Norman Staskey
Chief Financial Officer
(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capabilities and on the dates indicated.

SignatureTitleDate
/s/ Francisco D. SalvaPresident, Chief Executive Officer and DirectorMay 13, 2025
Francisco D. Salva,(Principal Executive Officer)
/s/ Norman StaskeyChief Financial Officer, and TreasurerMay 13, 2025
Norman Staskey(Principal Financial and Accounting Officer)
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.