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