Form 8-K

8-K — Azitra, Inc.

Accession: 0001493152-26-028814

Filed: 2026-06-16

Period: 2026-06-15

CIK: 0001701478

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): June 15, 2026

AZITRA,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41705

46-4478536

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

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

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

June 15, 2026, Azitra, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”)

to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”)

with the Secretary of State of the State of Delaware to increase the authorized shares of the Company’s common stock, par value

$0.0001 per share, from 200,000,000 to 750,000,000 shares and to make a corresponding change to the number of authorized shares of capital

stock (the “Authorized Share Increase”). The Authorized Share Increase was approved by stockholders at the Company’s

Annual Meeting as described in Item 5.07 below.

The

foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to

the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Current

Report”) and is incorporated herein by reference.

Item

5.07 Submission of Matters to a Vote of Security Holders

June 15, 2026, the Company reconvened its 2026 annual meeting of stockholders (the “Annual Meeting”), which was initially

convened and then adjourned, without conducting any business on June 4, 2026. Proxies had been submitted by stockholders representing

over one-third of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the

Annual Meeting, the Company’s stockholders voted on eight proposals, each of which is described in more detail in the proxy statement

for the Annual Meeting (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on May 8, 2026 and

is incorporated herein by reference. The following is a brief description of the matters voted upon and the results.

Proposal

No. 1. Stockholders approved the election of the four director nominees named in the Proxy Statement to serve as members of the Board

of Directors (the “Board”) of the Company 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 the Company’s Board were the following

individuals: Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer, with shares voted as follows:

Name

For

Withheld

Broker

Non-Votes

Francisco

D. Salva

639,815

576,647

4,861,794

Travis

Whitfill

642,109

574,353

4,861,794

Barbara

Ryan

1,087,320

129,142

4,861,794

John

Schroer

643,985

572,477

4,861,794

Proposal

No. 2. Stockholders approved the adoption of an amendment to the Company’s 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, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

713,487

476,452

26,523

4,861,794

described in Item 5.03 of this Current Report, the Company filed the Certificate of Amendment with the Secretary of State of the State

of Delaware on June 15, 2026 to effect the Authorized Share Increase.

Proposal

No. 3. Stockholders approved the adoption of an amendment to the Company’s Certificate of Incorporation, and authorized the

Company’s Board, to effect one or more reverse stock splits, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

645,704

550,065

20,693

4,861,794

Proposal

No. 4. Stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

5,319,060

699,850

59,346

Proposal

No. 5. Stockholders approved, 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, including shares of common stock underlying

warrants, pursuant to the securities purchase agreement with Alumni Capital LP, dated November 24, 2025, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

986,846

221,077

8,539

4,861,794

Proposal

No. 6. Stockholders approved, 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, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

965,498

237,974

12,990

4,861,794

Proposal

No. 7. Stockholders did not approve an amendment and restatement of the Azitra, Inc. 2023 Stock Incentive Plan (the “2023 Plan”)

to increase the authorized share reserve, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

443,678

738,123

34,661

4,861,794

Proposal

No. 8. Stockholders approved 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, with shares voted as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

4,798,084

1,024,326

255,846

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Azitra, Inc., as filed on June 15, 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:

June 16, 2026

By:

/s/

Francisco D. Salva

Francisco

D. Salva

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF AMENDMENT

THE

SECOND

AMENDED AND RESTATED

CERTIFICATE

OF INCORPORATION

AZITRA,

INC.

Azitra,

Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify:

FIRST:

The name of the Corporation is Azitra, Inc.

SECOND:

The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation

Law of the State of Delaware, adopted resolutions amending its Second Amended and Restated Certificate of Incorporation, as amended,

as follows:

That

Section A of Article FOURTH of the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, shall be

deleted and the following paragraph shall be inserted in lieu thereof:

“A.

Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue

is 760,000,000 shares, divided into: (i) 750,000,000 shares, par value $0.0001 per share, of common stock (the “Common Stock”);

and (ii) 10,000,000 shares, par value $0.0001 per share, of preferred stock (the “Preferred Stock”).”

THIRD:

Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the

Corporation for their approval at a meeting thereof, and was duly adopted in accordance with the provisions of Section 242 of the General

Corporation Law of the State of Delaware.

[Remainder

of the Page Intentionally Left Blank]

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 15th day of

June, 2026.

AZITRA,

INC.

By:

/s/

Francisco Salva

Name:

Francisco

Salva

Title:

President

and Chief Executive Officer

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