UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 13, 2024, Azitra, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with ThinkEquity LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 16,667,000 shares (“Shares”) of common stock of the Company (“Common Stock”). The public offering price is $0.30 per share of Common Stock and the Underwriter has agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $0.2775 per share. Pursuant to the Agreement, the Company has granted the Underwriter a 45-day over-allotment option to purchase up to an additional 2,500,000 shares of Common Stock. The Company estimates that gross proceeds from the Offering will be $5 million, before deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriter’s over-allotment option.
The Offering was made pursuant to an effective registration statement on Form S-1 (Registration Statement No. 333-276598) previously filed with the Securities and Exchange Commission on January 19, 2024 and declared effective by the SEC on February 13, 2024, and a preliminary prospectus relating to the Offering dated January 19, 2024. The closing of the Offering is expected to take place on February 16, 2024, subject to the satisfaction of customary closing conditions.
The Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make because of any of those liabilities. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors and executive officers have entered into “lock-up” agreements with the Underwriter that generally prohibit, without the prior written consent of the Underwriter, the sale, transfer or other disposition of securities of the Company prior to August 13, 2024. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Shares is attached hereto as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 8.01 Other Events.
The Company issued a press release announcing the pricing of the Offering on February 13, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement dated as of February 13, 2024 between the Company and ThinkEquity LLC | |
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 23.1 | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated February 13, 2024 regarding the pricing of the offering of Common Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURE
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: February 14, 2024 | /s/ Francisco D. Salva |
| Francisco D. Salva | |
| Chief Executive Officer |