Form 8-K

8-K — Azitra, Inc.

Accession: 0001493152-26-027270

Filed: 2026-06-04

Period: 2026-06-04

CIK: 0001701478

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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 4, 2026

AZITRA,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41705

46-4478536

(State

or other jurisdiction of

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

8.01. Other Events

June 4, 2026, Azitra, Inc. (the “Company”), convened and then determined to adjourn, without conducting any business, its

2026 annual meeting of stockholders (the “2026 Annual Meeting”) because the Company did not have a sufficient number of

shares of the Company’s common stock present virtually or represented by proxy at the 2026 Annual Meeting to constitute a quorum

and to provide stockholders additional time to review the proxy materials and vote at the 2026 Annual Meeting. As disclosed in the

Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2026 and announced

at the 2026 Annual Meeting, such meeting will reconvene at 11:00 a.m. Eastern Time on June 15, 2026, virtually at www.proxydocs.com/AZTR.

The

record date for the determination of stockholders of the Company entitled to vote at the adjourned 2026 Annual Meeting remains the close

of business on April 24, 2026. No changes have been made to the proposals to be voted on by the stockholders at the 2026 Annual Meeting.

Stockholders who have previously submitted their proxy or otherwise voted and do not want to change their vote do not need to take any

action. Stockholders may cast their votes by following instructions set forth in the Company’s definitive proxy statement on Schedule

14A which was filed with the SEC on May 8, 2026, which is available on the SEC’s website at www.sec.gov.

June 4, 2026, the Company issued a press release announcing that it had adjourned the 2026 Annual Meeting. A copy of the press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits:

99.1

Press Release dated June 4, 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, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

AZITRA,

INC.

Dated:

June 4, 2026

By:

/s/

Francisco Salva

Name:

Francisco

Salva

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Azitra

Announces Adjournment of 2026 Annual Meeting and Information for Reconvened Meeting

BRANFORD,

Conn. – June 4, 2026 - Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative

therapies for precision dermatology, today announced its 2026 Annual Meeting, originally scheduled for and convened on June 4, 2026,

has been adjourned until June 15, 2026, at 11:00 a.m. Eastern Time, because the Company did not have a sufficient number of shares

of the Company’s common stock present virtually or represented by proxy at the 2026 Annual Meeting to constitute a quorum and

to provide stockholders additional time to review the proxy materials and vote at the 2026 Annual Meeting on the proposals outlined below

and described in the Company’s definitive proxy statement for the 2026 Annual Meeting filed with the U.S. Securities and Exchange

Commission (the “SEC”) on May 8, 2026 (the “Annual Meeting Proxy Statement”).

quorum would have been present if shares representing 33 1/3% of the common stock outstanding and entitled to vote were present at the

2026 Annual Meeting virtually or represented by proxy. At the time the 2026 Annual Meeting was adjourned, proxies had been submitted

by stockholders representing approximately 17% of the outstanding shares of stock entitled to vote, so a quorum did not exist.

The

2026 Annual Meeting will be reconvened on June 15, 2026, at 11:00 a.m. Eastern Time and will continue to be held in a virtual format.

Stockholders will be able to listen and participate in the virtual annual meeting, as well as vote and submit questions during the live

webcast of the meeting by visiting www.proxydocs.com/AZTR and entering the control number included in their proxy card.

Stockholders

of record at the close of business on April 24, 2026, which was the record date for the original 2026 annual meeting, will be entitled

to attend and vote at the annual meeting. The Board of Directors and management of the Company request that stockholders as of the record

date consider and submit their proxies as soon as possible on the meeting proposals, but no later than June 15, 2026, at 10:59 a.m. Eastern

Time. The Board of Directors and management of the Company likewise request that beneficial owners contact their bank or broker to ensure

that they have provided voting instructions.

Stockholders

who have previously submitted their proxy and who do not want to change their vote need not take any action.

described in the Annual Meeting Proxy Statement, prior to the Reconvened Annual Meeting, stockholders may use one of the following simple

methods to vote their shares or change their previously submitted vote no later than June 15, 2026, at 10:59 a.m. Eastern Time with respect

to the proposals:

●

mail. Complete and mail the proxy card in the postage prepaid envelope. If you return your signed proxy card to us before the

Reconvened Annual Meeting, we will vote your shares as you direct. If you sign the proxy card but do not specify how you want your

eligible shares voted, they will be voted as recommended by our Board.

●

Over

the Internet. To submit a proxy to vote your shares through the Internet, go to www.proxypush.com/AZTR to complete an electronic

proxy card. You will be asked to provide the control number from the proxy card delivered to you.

●

telephone. To submit a proxy to vote your shares telephonically, please call the toll-free number listed on your proxy card and

follow the instructions provided.

Votes

must be received by 10:59 a.m. Eastern Time on June 15, 2026, to be counted. After this time, votes can only be cast during the Reconvened

Annual Meeting on June 15, 2026, at 11:00 a.m. Eastern Time at www.proxydocs.com/AZTR.

About

Azitra

Azitra,

Inc. is a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology. The Company’s

lead program, ATR-12, uses an engineered strain of S. epidermidis designed to treat Netherton syndrome, a rare, chronic

skin disease with no approved treatment options. Netherton syndrome may be fatal in infancy with those living beyond a year having profound

lifelong challenges. The ATR-12 program includes a Phase 1b clinical trial in adult Netherton syndrome patients. ATR-04, Azitra’s additional

advanced program, utilizes another engineered strain of S. epidermidis for the treatment of EGFR inhibitor (“EGFRi”)

associated rash. Azitra has received Fast Track designation from the FDA for EGFRi associated rash, which impacts approximately

150,000 people in the U.S. Azitra has an open IND for its ATR-04 program in patients with EGFRi associated rash. The ATR-12

and ATR-04 programs were developed from Azitra’s proprietary platform of engineered proteins and topical live biotherapeutic

products that includes a microbial library comprised of approximately 1,500 bacterial strains. The platform is augmented by artificial

intelligence and machine learning technology that analyzes, predicts, and helps screen the library of strains for drug like molecules. Azitra is

also developing its proprietary filaggrin protein and peptide technologies for the consumer, cosmeceutical market. The new initiative

is the first amongst others, which aims to leverage Azitra’s microbial genetic engineering platform to manufacture innovative

proteins and peptides for the cosmetic and research markets. For more information, please visit https://azitrainc.com.

Forward-Looking

Statements

This

press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that

involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “believe,” “can,”

“could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,”

“objective,” “plan,” “potential,” “predict,” “should,” “will,”

“would,” or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking

statements include statements related to the meeting proposals, the timing and the outcome of the Reconvened Annual Meeting, matters

described above, the parties’ expectations and related matters. Azitra cautions readers that forward-looking statements

are based on management’s expectations and assumptions as of the date of this press release and are subject to certain risks and

uncertainties that could cause actual results to differ materially and adversely from those expressed in, or implied by, these forward-looking

statements, including, but not limited to, the timing of the Reconvened Annual Meeting. These and other risks and uncertainties are described

more fully in the sections titled “Risk Factors” and “Cautionary Notice” in the Company’s annual report

on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the SEC. Forward-looking statements reflect the Company’s

analysis only on their stated date, and Azitra undertakes no obligation to update or revise these statements except as may

be required by law.

Additional

Information and Where to Find It

connection with the solicitation of proxies, on May 8, 2026, Azitra filed the 2026 Annual Meeting Proxy Statement with

the SEC with respect to the 2026 Annual Meeting. Promptly after filing the 2026 Annual Meeting Proxy Statement with the SEC, Azitra mailed

the 2026 Annual Meeting Proxy Statement and a proxy card to each stockholder entitled to vote at the 2026 Annual Meeting to consider

the proposals. STOCKHOLDERS ARE URGED TO READ THE 2026 ANNUAL MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)

AND ANY OTHER RELEVANT DOCUMENTS THAT AZITRA HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders

may obtain, free of charge, the 2026 Annual Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant documents

filed by Azitra with the SEC in connection with the proposals at the SEC’s website (http://www.sec.gov)

or at the Company’s investor relations website (https://ir.azitrainc.com/financial-information/sec-filings). The information

provided on, or accessible through, our website is not part of this communication, and therefore is not incorporated herein by reference.

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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