UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 27, 2024, Azitra, Inc. (“Company”) filed with the Delaware Secretary of State an amendment (“Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of the Company’s issued and outstanding shares of its common stock on a one-for-thirty (1:30) basis. A copy of the Amendment is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 27, 2024, the Company held a Special Meeting of Stockholders for the purpose of approving and adopting an Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of the Company’s issued and outstanding shares of its common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-thirty (1:30), with the exact ratio within such range to be determined by the Board of Directors of the Company.
The Company’s stockholders approved the Amendment, with shares (calculated on a pre-split basis) voted as follows:
| For | 15,170,007 | ||
| Against | 1,848,647 | ||
| Abstain | 149,754 |
There were no broker non-votes on the approval of the Amendment.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | Method Filing |
The following exhibit is filed with this report:
| Exhibit 3.1 | Amendment to the Company’s Amended and Restated Certificate of Incorporation. |
Incorporated by reference from the Registrant’s Registration Statement on Form S-3 filed on July 1, 2024 | ||
| 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.
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AZITRA , INC. |
| Dated: July 3, 2024 | /s/ Francisco D. Salva |
| Francisco D. Salva | |
| Chief Executive Officer |