Form 8-K

8-K — Azitra, Inc.

Accession: 0001493152-26-039565

Filed: 2026-08-21

Period: 2026-08-21

CIK: 0001701478

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

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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): August 21, 2026

AZITRA,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41705

46-4478536

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

Identification

No.)

Business Park Drive

Branford,

CT 06405

(Address

of principal executive offices)(Zip Code)

(203)

646-6446

(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 ☒

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

8.01 Other Events.

August 21, 2026, Azitra, Inc. (the “Company”) issued a press release announcing that on August 19, 2026, the Company

received a letter from NYSE Regulation confirming that the Company has regained compliance with the continued listing standards of the

NYSE American LLC (“NYSE American”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

The

letter stated that the Company is back in compliance with all of the NYSE American continued listing standards set forth in Part 10 of

the NYSE American Company Guide (the “Company Guide”). Specifically, the Company resolved the previously identified deficiencies

under Sections 1003(a)(ii) and (iii) of the Company Guide. As a result, the “below compliance” (“.BC”) indicator

will be removed from the Company’s trading symbol for its common stock and the Company will be taken off NYSE American’s

list of noncompliant issuers on its website. The Company will remain subject to NYSE American’s continued listing monitoring procedures

and remains committed to maintaining strong financial discipline and governance going forward. In

accordance with Section 1009(h) of the Company Guide, if the Company is again determined to be below any of the continued listing

standards within 12 months of the date of the letter, NYSE American will examine the relationship between the two incidents of noncompliance

and re-evaluate the Company’s method of financial recovery from the first incident. NYSE American will then take the appropriate

action, which, depending on the circumstances, may include truncating the compliance procedures described Section 1009 of the Company

Guide or immediately initiating delisting proceedings.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K 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. These statements are subject to risks and uncertainties that could

cause actual results to differ materially, including but not limited to risks related to NYSE American compliance, clinical development,

regulatory approval, and other factors described in the Company’s filings with the Securities and Exchange Commission, including

its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update

any forward-looking statements.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

99.1

Press release dated August 21, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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:

August 21, 2026

By:

/s/

Francisco D. Salva

Francisco

D. Salva

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Azitra,

Inc. Regains Compliance with NYSE American Continued Listing Standards

BRANFORD,

Conn. – August 21, 2026 — Azitra, Inc. (“Azitra” or the “Company”) (NYSE American: AZTR), a clinical

stage biopharmaceutical company focused on developing innovative therapies for precision dermatology and high value cosmetic proteins

and peptides, today announced that it has received written notification from NYSE American LLC (“NYSE American”) confirming

that the Company has regained compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American

Company Guide.

a letter dated August 19, 2026, NYSE Regulation informed Azitra that the Company has resolved the previously disclosed continued listing

deficiencies under Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide. As a result, the “below compliance”

(“.BC”) indicator will no longer be disseminated, and Azitra will be removed from the list of NYSE American noncompliant

issuers on the NYSE American’s website. The Company will remain subject to NYSE Regulation’s continued listing monitoring

procedures and remains committed to maintaining strong financial discipline and governance going forward. In accordance with Section

1009(h) of the NYSE American Company Guide, if the Company is again determined to be below any of the continued listing standards within

12 months of the date of the letter, NYSE American will examine the relationship between the two incidents of noncompliance and re-evaluate

the Company’s method of financial recovery from the first incident. NYSE American will then take the appropriate action, which,

depending on the circumstances, may include truncating the compliance procedures described Section 1009 of the NYSE American Company

Guide or immediately initiating delisting proceedings.

“We

are pleased to have resolved this matter and regained full compliance with the NYSE American continued listing standards,” said

Francisco Salva, Chief Executive Officer of Azitra. “Looking ahead, we remain focused on building momentum across our pipeline

and are excited to advance our ATR-COSF and ATR-04 programs as we work to realize the potential of our platform and create value for

shareholders.”

About

Azitra, Inc.

Azitra,

Inc. is a clinical-stage biopharmaceutical company focused on developing innovative therapies for precision dermatology and novel products

across therapeutics, cosmeceuticals and biotechnology applications. The Company’s portfolio is highlighted by ATR-COSF, a recombinant

protein technology designed for cosmetic and skincare applications, and ATR-04, an investigational live biotherapeutic for EGFR inhibitor

(“EGFRi”) associated rash. Azitra has received Fast Track designation from the FDA for EGFR inhibitor-associated rash, which

impacts approximately 150,000 people in the U.S. Azitra is also advancing additional recombinant protein initiatives designed to support

biotechnology research and manufacturing applications. Azitra’s technology platforms combine engineered proteins, topical live

biotherapeutics, artificial intelligence, and a proprietary microbial library to develop differentiated products for consumer, research

and healthcare markets. For more information, please visit https://azitrainc.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,”

“estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,”

“plans,” “possible,” “potential,” “seeks,” “will,” and variations of these

words or similar expressions that are intended to identify forward-looking statements. Any such statements in this press release that

are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without

limitation, statements regarding the expected timing of (i) our potential resumption and expected timing of initial safety data and topline

results for the Phase 1b trial for our ATR-12, (ii) the abstract detailing the Phase 1/2 clinical trial for our ATR-04 program, (iii)

our provision of initial safety data and topline results for the Phase 1/2 clinical trial for our ATR-04 program, (iv) statements about

our clinical and preclinical programs, and corporate and clinical/preclinical strategies, including our cosmeceutical strategy and our

recombinant protein platform, (v) the expected timing of our planned human cosmetic application study for ATR-COSF, and (vi) statements

regarding our strategy plans and priorities, including those outlined in our recent shareholder letter.

Any

forward-looking statements in this press release are based on current expectations, estimates and projections only as of the date of

this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely

from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

statements regarding the Company’s ability to maintain compliance with NYSE American’s continued listing standards; the timing

of clinical trials and their results; we may experience delays in the provision of initial safety data and topline results for ATR-COSF,

our recombinant protein platform, ATR-12 and ATR-04 and, if we do, such data and results may not be favorably received; the safety and

efficacy of our product candidates; possible delays in regulatory approval or changes in regulatory framework that are out of our control;

our estimation of addressable markets of our product candidates may be inaccurate; we may fail to timely raise additional required funding;

more efficient competitors or more effective competing treatment may emerge; we may be involved in disputes surrounding the use of our

intellectual property crucial to our success; we may not be able to attract and retain key employees and qualified personnel; earlier

study results may not be predictive of later stage study outcomes; and we are dependent on third-parties for some or all aspects of our

product manufacturing, research and preclinical and clinical testing. Additional risks concerning Azitra’s programs and operations

are described or incorporated by reference in our annual report on Form 10-K filed with the United States Securities and Exchange Commission

(the “SEC”) on February 27, 2026 and our quarterly reports on Form 10-Q filed on May 13, 2026 and August 12, 2026 with the

SEC. Azitra explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

Contact

Norman

Staskey

Chief

Financial Officer

staskey@azitrainc.com

Investor

Relations

Tiberend

Strategic Advisors, Inc.

David

Irish

231-632-0002

dirish@tiberend.com

Media

Relations

Tiberend

Strategic Advisors, Inc.

Casey

McDonald

646-577-8520

cmcdonald@tiberend.com

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