FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2023 |
3. Issuer Name and Ticker or Trading Symbol
Azitra Inc [ AZTR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Convertible Notes | 77,953(1)(2) | I | Directly held by Bios Fund III, LP(3)(4) |
Convertible Notes | 509,141(1)(2) | I | Directly held by Bios Fund III QP, LP(3)(4) |
Convertible Notes | 82,223(1)(2) | I | Directly held by Bios Fund III NT, LP(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (5) | (5) | Common Stock | 467,613(2) | (5) | I | Directly held by Bios Fund I QP, LP(3)(4) |
Series A Convertible Preferred Stock | (5) | (5) | Common Stock | 799,467(2) | (5) | I | Directly held by Bios Fund I, LP(3)(4) |
Series A-1 Convertible Preferred Stock | (6) | (6) | Common Stock | 232,908(2) | (6) | I | Directly held by Bios Fund II, LP(3)(4) |
Series A-1 Convertible Preferred Stock | (6) | (6) | Common Stock | 101,842(2) | (6) | I | Directly held by Bios Fund II NT, LP(3)(4) |
Series A-1 Convertible Preferred Stock | (6) | (6) | Common Stock | 412,389(2) | (6) | I | Directly held by Bios Fund II QP, LP(3)(4) |
Series A-1 Convertible Preferred Stock | (6) | (6) | Common Stock | 397,600(2) | (6) | I | Directly held by Bios Azitra Co-Invest I, LP(3)(4) |
Series B Convertible Preferred Stock | (7) | (7) | Common Stock | 52,078(2) | (9) | I | Directly held by Bios Fund II, LP(3)(4) |
Series B Convertible Preferred Stock | (7) | (7) | Common Stock | 22,798(2) | (7) | I | Directly held by Bios Fund II NT, LP(3)(4) |
Series B Convertible Preferred Stock | (7) | (7) | Common Stock | 170,272(2) | (7) | I | Directly held by Bios Fund II QP, LP(3)(4) |
Series B Convertible Preferred Stock | (7) | (7) | Common Stock | 123,718(2) | (7) | I | Directly held by Bios Fund III, LP(3)(4) |
Series B Convertible Preferred Stock | (7) | (7) | Common Stock | 130,498(2) | (7) | I | Directly held by Bios Fund III NT, LP(3)(4) |
Series B Convertible Preferred Stock | (7) | (7) | Common Stock | 808,058(2) | (7) | I | Directly held by Bios Fund III QP, LP(3)(4) |
Warrants (Right to Buy) | 04/13/2018 | 04/13/2028 | Common Stock | 4,011(2) | 0.48(8) | I | Directly held by Bios Fund II, LP(3)(4) |
Warrants (Right to Buy) | 04/13/2018 | 04/13/2028 | Common Stock | 1,753(2) | 0.48(8) | I | Directly held by Bios Fund II NT, LP(3)(4) |
Warrants (Right to Buy) | 04/13/2018 | 04/13/2028 | Common Stock | 13,092(2) | 0.48(8) | I | Directly held by Bios Fund II QP, LP(3)(4) |
Warrants (Right to Buy) | 02/22/2019 | (9) | Common Stock | 8,051(2) | 5.28(8) | I | Directly held by Bios Fund II, LP(3)(4) |
Warrants (Right to Buy) | 02/22/2019 | (9) | Common Stock | 3,521(2) | 5.28(8) | I | Directly held by Bios Fund II NT, LP(3)(4) |
Warrants (Right to Buy) | 02/22/2019 | (9) | Common Stock | 26,298(2) | 5.28(8) | I | Directly held by Bios Fund II QP, LP(3)(4) |
Warrants (Right to Buy) | 03/29/2019 | (9) | Common Stock | 10,664(2) | 5.28(8) | I | Directly held by Bios Fund II, LP(3)(4) |
Warrants (Right to Buy) | 03/29/2019 | (9) | Common Stock | 4,664(2) | 5.28(8) | I | Directly held by Bios Fund II NT, LP(3)(4) |
Warrants (Right to Buy) | 03/29/2019 | (9) | Common Stock | 34,846(2) | 5.28(8) | I | Directly held by Bios Fund II QP, LP(3)(4) |
Warrants (Right to Buy) | 03/29/2019 | (9) | Common Stock | 39,760(2) | 5.28(8) | I | Directly held by Bios Azitra Co-Invest I, LP(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Reflects a convertible note that is convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest will be automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the lesser of: (i) $30 million divided by the number of shares of the Issuer's common stock issued and outstanding, on a fully diluted basis, immediately prior to the close of the IPO or (ii) 50% of the price per share issued in connection with the IPO. |
2. The number of shares represented reflects a forward stock split at a ratio of 7.1-for-1 which was effectuated upon the effectiveness of the Issuer's Form S-1 (File No. 333-269876). |
3. Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I") and Bios Fund I QP, LP ("Bios Fund I QP"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Azitra Co-invest I, LP ("Bios Azitra Co-invest"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). |
4. Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. The shares owned by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund III QP, Bios Fund III NT and Bios Azitra Co-invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher share voting and investment control with respect to shares held by the Bios Equity Entities. |
5. Each share of Series A Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock has no expiration date. |
6. Each share of Series A-1 Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series A-1 Convertible Preferred Stock has no expiration date. |
7. Each share of Series B Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series B Convertible Preferred Stock has no expiration date. |
8. The exercise price of the warrants reflects adjustment for a forward stock split at a ratio of 7.1-for-1 which was effectuated upon the effectiveness of the Issuer's Form S-1 (File No. 333-269876). |
9. The warrants expire upon the earlier of: (i) February 22, 2026 or (ii) the consummation of a sale of the Issuer. |
Remarks: |
This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. The second Form 3 was filed by Aaron G.L. Fletcher as the designated filer. |
/s/ Leslie W. Kreis, Jr | 06/15/2023 | |
Cavu Advisors, LLC By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Equity Partners, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
Bios Equity Partners II, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager | 06/15/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |