0001104659-23-074424.txt : 20230623
0001104659-23-074424.hdr.sgml : 20230623
20230623213738
ACCESSION NUMBER: 0001104659-23-074424
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230621
FILED AS OF DATE: 20230623
DATE AS OF CHANGE: 20230623
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund III QP, LP
CENTRAL INDEX KEY: 0001791916
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039288
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817.984.9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Azitra Co-Invest I, LP
CENTRAL INDEX KEY: 0001769262
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039285
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fletcher Aaron G.L.
CENTRAL INDEX KEY: 0001789490
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039292
MAIL ADDRESS:
STREET 1: 40 GUEST STREET
CITY: BOSTON
STATE: MA
ZIP: 02135
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund III NT, LP
CENTRAL INDEX KEY: 0001791910
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039287
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817.984.9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Equity Partners III, LP
CENTRAL INDEX KEY: 0001831976
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039286
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund III, LP
CENTRAL INDEX KEY: 0001791917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039289
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817.984.9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Advisors GP, LLC
CENTRAL INDEX KEY: 0001813844
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039290
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Capital Management, LP
CENTRAL INDEX KEY: 0001813845
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41705
FILM NUMBER: 231039291
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Azitra Inc
CENTRAL INDEX KEY: 0001701478
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 464478536
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 21 BUSINESS PARK DRIVE, SUITE 6
CITY: BRANFORD
STATE: CT
ZIP: 06405
BUSINESS PHONE: (203) 489-0183
MAIL ADDRESS:
STREET 1: 21 BUSINESS PARK DRIVE, SUITE 6
CITY: BRANFORD
STATE: CT
ZIP: 06405
4
1
tm2319609-1_4seq1.xml
OWNERSHIP DOCUMENT
X0407
4
2023-06-21
0
0001701478
Azitra Inc
AZTR
0001789490
Fletcher Aaron G.L.
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001813845
BIOS Capital Management, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001813844
BIOS Advisors GP, LLC
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001791917
BIOS Fund III, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001791916
BIOS Fund III QP, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001791910
BIOS Fund III NT, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001831976
BIOS Equity Partners III, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0001769262
BIOS Azitra Co-Invest I, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH
TX
76107
0
0
1
0
0
Convertible Notes
2023-06-21
4
S
0
77953
D
0
I
Directly held by Bios Fund III, LP
Common Stock
2023-06-21
4
P
0
197701
A
197701
I
Directly held by Bios Fund III, LP
Common Stock
2023-06-21
4
P
0
69880
5.00
A
267581
I
Directly held by Bios Fund III, LP
Common Stock
2023-06-21
4
C
0
137186
A
404767
I
Directly held by Bios Fund III, LP
Convertible Notes
2023-06-21
4
S
0
509141
D
0
I
Directly held by Bios Fund III QP, LP
Common Stock
2023-06-21
4
P
0
1291258
A
1291258
I
Directly held by Bios Fund III QP, LP
Common Stock
2023-06-21
4
P
0
456412
5.00
A
1747670
I
Directly held by Bios Fund III QP, LP
Common Stock
2023-06-21
4
C
0
896035
A
2643705
I
Directly held by Bios Fund III QP, LP
Convertible Notes
2023-06-21
4
S
0
82223
D
0
I
Directly held by Bios Fund III NT, LP
Common Stock
2023-06-21
4
P
0
208531
A
208531
I
Directly held by Bios Fund III NT, LP
Common Stock
2023-06-21
4
P
0
73708
5.00
A
282239
I
Directly held by Bios Fund III NT, LP
Common Stock
2023-06-21
4
C
0
144705
A
426944
I
Directly held by Bios Fund III NT, LP
Common Stock
2023-06-21
4
C
0
467613
A
467613
I
Directly held by Bios Fund I QP, LP
Common Stock
2023-06-21
4
C
0
799467
A
799467
I
Directly held by Bios Fund I, LP
Common Stock
2023-06-21
4
C
0
255503
A
255503
I
Directly held by Bios Fund II, LP
Common Stock
2023-06-21
4
C
0
57747
A
313250
I
Directly held by Bios Fund II, LP
Common Stock
2023-06-21
4
C
0
834632
A
834632
I
Directly held by Bios Fund II QP, LP
Common Stock
2023-06-21
4
C
0
188810
A
1023442
I
Directly held by Bios Fund II QP, LP
Common Stock
2023-06-21
4
C
0
111720
A
111720
I
Directly held by Bios Fund II NT, LP
Common Stock
2023-06-21
4
C
0
25280
A
137000
I
Directly held by Bios Fund II NT, LP
Common Stock
2023-06-21
4
C
0
436173
A
436173
I
Directly held by Bios Azitra Co-Invest I, LP
Common Stock
13106
I
Directly held by KF Legacy Trust
Common Stock
13106
I
Directly held by MF Legacy Trust
Common Stock
135808
D
Series B Convertible Preferred Stock
2023-06-21
4
C
0
123718
0
D
Common Stock
123718
0
I
Directly held by Bios Fund III, LP
Series B Convertible Preferred Stock
2023-06-21
4
C
0
808058
0
D
Common Stock
808058
0
I
Directly held by Bios Fund III QP, LP
Series B Convertible Preferred Stock
2023-06-21
4
C
0
130498
0
D
Common Stock
130498
0
I
Directly held by Bios Fund III NT, LP
Series A Convertible Preferred Stock
2023-06-21
4
C
0
467613
0
D
Common Stock
467613
0
I
Directly held by Bios Fund I QP, LP
Series A Convertible Preferred Stock
2023-06-21
4
C
0
799467
0
D
Common Stock
799467
0
I
Directly held by Bios Fund I, LP
Series A-1 Convertible Preferred Stock
2023-06-21
4
C
0
232908
0
D
Common Stock
232908
0
I
Directly held by Bios Fund II, LP
Series B Convertible Preferred Stock
2023-06-21
4
C
0
52078
0
D
Common Stock
52078
0
I
Directly held by Bios Fund II, LP
Series A-1 Convertible Preferred Stock
2023-06-21
4
C
0
412389
0
D
Common Stock
412389
0
I
Directly held by Bios Fund II QP, LP
Series B Convertible Preferred Stock
2023-06-21
4
C
0
170272
0
D
Common Stock
170272
0
I
Directly held by Bios Fund II QP, LP
Series A-1 Convertible Preferred Stock
2023-06-21
4
C
0
101842
0
D
Common Stock
101842
0
I
Directly held by Bios Fund II NT, LP
Series B Convertible Preferred Stock
2023-06-21
4
C
0
22798
0
D
Common Stock
22798
0
I
Directly held by Bios Fund II NT, LP
Series A-1 Convertible Preferred Stock
2023-06-21
4
C
0
397600
0
D
Common Stock
397600
0
I
Directly held by Bios Azitra Co-Invest I, LP
The convertible note 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 $2.50 per share.
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"). 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.
Each share of Series B Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.11 per share, after making certain anti-dilution adjustments. The Series B Convertible Preferred Stock had no expiration date
Each share of Series A Convertible Preferred Stock automatically converted into one share of common stock of the Issuer upon the closing of the Issuer's IPO. The Series A Convertible Preferred Stock had no expiration date.
Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.10 per share, after making certain anti-dilution adjustments. The Series A-1 Convertible Preferred Stock had no expiration date.
Shares are held in a trust for the benefit of Mr. Fletcher's children. Mr. Fletcher and his spouse serve as the trustees of the trust.
This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 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 4 to a maximum of 10 reporting persons. The first Form 4 was filed by Leslie W. Kreis as the designated filer.
/s/ Aaron G.L. Fletcher
2023-06-23
Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23
Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23
Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23
Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23
Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23
Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23
Bios Azitra Co-invest I, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-06-23