UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

Azitra, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
05479L203
 (CUSIP Number)
 
September 30, 2024
 (Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

CUSIP No. 05479L203           Page 2 of 10 Pages

 

1. Name of Reporting Person
   
  Bayer Healthcare LLC
2. Check the Appropriate Box if a Member of a Group
   
  (a) ¨
  (b) x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Delaware
  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
Owned By   48,324
Each Reporting 7. Sole Dispositive Power
Person with    
    0
  8. Shared Dispositive Power
     
      48,324
9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  48,324
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
  Not Applicable
11. Percent of Class Represented by Amount in Row (9)
   
  0.6%1
12. Type of Reporting Person
   
  CO

 

 

1 This percentage is based on 7,625,056 shares of common stock, $0.0001 par value per share (the “Common Stock”) of Azitra, Inc., a Delaware corporation (the “Issuer”), outstanding as of August 12, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2024.

 

 

 

 

CUSIP No. 05479L203           Page 3 of 10 Pages

 

1. Name of Reporting Person
   
  Bayer US Holding LP
2. Check the Appropriate Box if a Member of a Group
   
  (a) ¨
  (b) x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Delaware
  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
Owned By   48,324
Each Reporting 7. Sole Dispositive Power
Person with    
    0
  8. Shared Dispositive Power
     
      48,324
9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  48,324
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
  Not Applicable
11. Percent of Class Represented by Amount in Row (9)
   
  0.6%2
12. Type of Reporting Person
   
  PN

 

 

2 This percentage is based on 7,625,056 shares of the Issuer’s Common Stock outstanding as of August 12, 2024, as reported in the Issuer's Form 10-Q, as filed with the SEC on August 12, 2024.

 

 

 

 

CUSIP No. 05479L203           Page 4 of 10 Pages

 

1. Name of Reporting Person
   
  Bayer World Investments B.V.
2. Check the Appropriate Box if a Member of a Group
   
  (a) ¨
  (b) x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Netherlands
  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
Owned By   48,324
Each Reporting 7. Sole Dispositive Power
Person with    
    0
  8. Shared Dispositive Power
     
      48,324
9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  48,324
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
  Not Applicable
11. Percent of Class Represented by Amount in Row (9)
   
  0.6%3
12. Type of Reporting Person
   
  CO

 

 

3 This percentage is based on 7,625,056 shares of the Issuer’s Common Stock outstanding as of August 12, 2024, as reported in the Issuer's Form 10-Q, as filed with the SEC on August 12, 2024.

 

 

 

 

CUSIP No. 05479L203           Page 5 of 10 Pages

 

1. Name of Reporting Person
   
  Bayer Aktiengesellschaft
2. Check the Appropriate Box if a Member of a Group
   
  (a) ¨
  (b) x
3. SEC Use Only
   
   
4. Citizenship or Place of Organization
   
  Germany
  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
Owned By   48,324
Each Reporting 7. Sole Dispositive Power
Person with    
    0
  8. Shared Dispositive Power
     
      48,324
9. Aggregate Amount Beneficially Owned by Each Reporting Person
   
  48,324
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
   
  Not Applicable
11. Percent of Class Represented by Amount in Row (9)
   
  0.6%4
12. Type of Reporting Person
   
  HC, CO

 

 

4 This percentage is based on 7,625,056 shares of the Issuer’s Common Stock outstanding as of August 12, 2024, as reported in the Issuer's Form 10-Q, as filed with the SEC on August 12, 2024.

 

 

 

 

CUSIP No. 05479L203           Page 6 of 10 Pages

 

Item 1(a)Name of Issuer

 

Azitra, Inc. (the “Issuer”)

 

Item 1(b)Address of Issuer’s Principal Executive Offices

 

21 Business Park Drive, Suite 6, Branford, Connecticut 06405

 

Item 2(a)Name of Person Filing

 

This Schedule 13G is being jointly filed by Bayer HealthCare LLC (“BHC”), Bayer US Holding LP (“BUSH LP”), Bayer World Investments B.V. (“BWI”) and Bayer Aktiengesellschaft (“Bayer AG”) (collectively, the “Reporting Persons”).

 

Item 2(b)Address of Principal Business Office, or if none, Residence

 

The business address for BHC and BUSH LP is 100 Bayer Boulevard, Whippany, New Jersey 07981.

 

The business address for BWI is Siriusdreef 36, 2132 WT Hoofddorp, The Netherlands.

 

The business address for Bayer AG is Bayerwerk, Kaiser-Wilhelm-Allee 1, 51368 Leverkusen, Germany.

 

Item 2(c)Citizenship

 

The Reporting Persons are citizens of:

 

BHC – Delaware

BUSH LP – Delaware

BWI — The Netherlands

Bayer AG — Germany

 

Item 2(d)Title of Class of Securities

 

Common Stock, par value $0.0001 per share (“Common Stock”)

 

Item 2(e)CUSIP Number

 

05479L203

 

Item 3.Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)

 

Not Applicable

 

 

 

 

CUSIP No. 05479L203           Page 7 of 10 Pages

 

Item 4.Ownership

 

(a)            BHC is the direct beneficial owner of an aggregate of 48,324 shares of Common Stock (reflecting the Issuer’s reverse stock split of its Common Stock effective July 1, 2024), which represents 0.6% of the Issuer’s outstanding Common Stock based upon 7,625,056 shares outstanding on August 12, 2024 as reported by the Issuer in its Form 10-Q as filed with the SEC on August 12, 2024.

 

BHC is indirectly controlled by BUSH LP. BWI is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer AG. Accordingly, Bayer AG may be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned directly by BHC.

 

(b)           Percent of class:

 

BHC – 0.6%

BUSH LP – 0.6%

BWI — 0.6%

Bayer AG — 0.6%

 

(c)            Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote: 0

 

(ii) Shared power to vote or to direct the vote:

 

BHC – 48,324

BUSH LP – 48,324

BWI — 48,324

Bayer AG — 48,324

 

(iii) Sole power to dispose or to direct the disposition of: 0

 

(iv) Shared power to dispose or to direct the disposition of:

 

BHC – 48,324

BUSH LP – 48,324

BWI — 48,324

Bayer AG— 48,324

 

Item 5.Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Person have ceased to be the beneficial owners of more than five percent of the class of securities, check the following:  x

 

 

 

 

CUSIP No. 05479L203           Page 8 of 10 Pages

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.Notice of Dissolution of Group

 

Not Applicable

 

Item 10.Certification

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

 

CUSIP No. 05479L203           Page 9 of 10 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: November 6, 2024

 

  BAYER HEALTHCARE LLC  
   
  By: /s/ Priyal Patel
    Priyal Patel, Treasurer
   
  BAYER US HOLDING LP  
   
  By: /s/ Priyal Patel
    Priyal Patel, Treasurer
   
  BAYER WORLD INVESTMENTS B.V.
     
  By: /s/ Kati Schnuerer
    Kati Schnuerer, Managing Director

 

  BAYER AKTIENGESELLSCHAFT
     
  By: /s/ Thomas Hoffmann           
    Thomas Hoffmann, Head of Treasury

 

 

 

 

CUSIP No. 05479L203           Page 10 of 10 Pages

 

EXHIBIT INDEX

 

A.  

Joint Filing Agreement, dated February 12, 2024, by and between all the Reporting Persons (incorporated by reference to Exhibit A of the Schedule 13G filed with the SEC on February 12, 2024).