UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 5, 2023, Azitra, Inc. (the “Company”) entered into an Employment Agreement (the “Employment Agreement”) with Travis Whitfill, the Company’s Chief Operating Officer. Mr. Whitfill is a co-founder of the Company and has served as a member of the Board of Directors since inception. Mr. Whitfill has also served in various roles at the Company, including chief scientific officer from January 2014 to September 2019 and director of advanced technology since September 2019.
Pursuant to the Employment Agreement, Mr. Whitfill will continue serve as the Chief Operating Officer of the Company and will devote all of his business time to the affairs of the Company. Pursuant to the Employment Agreement, the Company has agreed to pay Mr. Whitfill a base salary of $350,000, subject to an annual review by the Board. Mr. Whitfill will also be eligible for an annual bonus of 30% of his base salary for meeting key performance requirements, quotas, and assigned objectives determined annually by the Board.
Pursuant to the Employment Agreement, Mr. Whitfill is eligible to participate in all benefits, plans, and programs, which are now, or may hereafter be, available to other senior executive employees of the Company. In the event Mr. Whitfill’s employment with the Company is terminated by the Company without cause following the six-month anniversary of the Employment Agreement, the Company shall pay Mr. Whitfill, in addition to all other amounts then due and payable, six (6) additional monthly installments of his base salary, less statutory deductions and withholdings. Mr. Whitfill has also entered into the Company’s standard Non-Competition, Non-Solicitation, Non-Disclosure and Inventions Assignment Agreement.
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.
| AZITRA, INC. | |
| Dated: July 11, 2023 | /s/ Francisco D. Salva |
| Francisco D. Salva | |
| Chief Executive Officer |
Cover |
Jul. 05, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 05, 2023 |
| Entity File Number | 001-41705 |
| Entity Registrant Name | AZITRA, INC. |
| Entity Central Index Key | 0001701478 |
| Entity Tax Identification Number | 46-4478536 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 21 Business Park Drive |
| Entity Address, City or Town | Branford |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06405 |
| City Area Code | (203) |
| Local Phone Number | 646-6446 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock: Par value $0.0001 |
| Trading Symbol | AZTR |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |