aztr-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-41705

Azitra, Inc.

(Exact name of registrant as specified in its charter)


Delaware						46-4478536
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

21 Business Park Drive

Branford, CT 06405

(Address of principal executive offices and zip code)

(203)-646-6446

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock: Par value $0.0001

AZTR

NYSE American, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant's common stock outstanding as of November 12, 2024 was 7,626,056.

AZITRA, INC.

TABLE OF CONTENTS


		Page

	PART I - FINANCIAL INFORMATION	F-1

Item 1.	Financial Statements	F-1

	Condensed Balance Sheets	F-1

	Condensed Statements of Operations	F-3

	Condensed Statements of Changes in Stockholders' Equity (Deficit)	F-4

	Condensed Statements of Cash Flows	F-6

	Notes to Unaudited Condensed Financial Statements	F-8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9

Item 4.	Controls and Procedures	10

	PART II - OTHER INFORMATION	11

Item 1A.	Risk Factors	11

Item 6.	Exhibits	12

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

AZITRA, INC.

CONDENSED BALANCE SHEETS




	September 30, 2024		December 31, 2023
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	7,260,234	$	1,795,989
Accounts receivable	—		8,255
Accounts receivable - related party	—		90,000
Tax credits receivable	9,923		118,383
Income tax receivable	—		6,836
Deferred offering costs	—		67,859
Prepaid expenses	364,673		448,257
Total current assets	7,634,830		2,535,579

Property and equipment, net	638,107		710,075
Financing lease right-of-use asset	28,392		40,002
Operating lease right-of-use asset	606,033		828,960
Intangible assets, net	248,739		210,881
Deferred patent costs	536,390		742,229
Deferred issuance costs	37,477		—
Other assets	47,531		47,760
Total assets	$	9,777,499	$	5,115,486

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	588,460		897,272
Current financing lease liability	15,687		14,600
Current operating lease liability	276,839		307,655
Accrued expenses	486,981		383,668

Total current liabilities	1,367,967		1,603,195

Long-term financing lease liability	14,266		26,169
Long-term operating lease liability	336,556		537,523
Warrant liability	457		35,453

Total liabilities	1,719,246		2,202,340

Commitments and contingencies (Note 12)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-1

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

AZITRA, INC.

CONDENSED BALANCE SHEETS


Stockholders' equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized at September 30, 2024 and December 31, 2023; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023	—		—
Common stock; $0.0001 par value, 100,000,000 shares authorized at September 30, 2024 and December 31, 2023, 7,626,056 and 403,246 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	763		40
Additional paid-in capital	63,230,182		51,510,269
Accumulated deficit	(55,172,692)		(48,597,163)
Total stockholders' equity	8,058,253		2,913,146
Total liabilities and stockholders' equity	$	9,777,499	$	5,115,486

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-2

AZITRA, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months		For the Three Months		For the Nine Months		For the Nine Months
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Service revenue - related party	$	—	$	310,700	$	7,500	$	596,000
Total revenue	—		310,700		7,500		596,000

Operating expenses:
General and administrative	1,913,400		1,755,908		4,951,155		3,443,559
Research and development	1,015,807		548,524		3,607,329		2,132,510
Total operating expenses	2,929,207		2,304,432		8,558,484		5,576,069

Loss from operations	(2,929,207)		(1,993,732)		(8,550,984)		(4,980,069)

Other income (expense):
Interest income	47,389		634		71,266		1,184
Interest expense	(3,851)		(710)		(6,548)		(166,729)


Change in fair value of convertible note	—		—		—		(3,630,100)
Change in fair value of warrants	4,001,469		98,061		4,033,996		9,450
Loss on issuance of common stock	(2,132,800)		—		(2,132,800)		—
Other income (expense)	7,509		(47,542)		10,711		(54,017)
Total other income (expense)	1,919,716		50,443		1,976,625		(3,840,212)

Loss before income taxes	(1,009,491)		(1,943,289)		(6,574,359)		(8,820,281)

Income tax expense	—		—		—		(9,715)

Net loss	(1,009,491)		(1,943,289)		(6,574,359)		(8,829,996)
Dividends on preferred stock	—		—		—		(1,355,347)
Net loss attributable to common shareholders	$	(1,009,491)	$	(1,943,289)	$	(6,574,359)	$	(10,185,343)

Net loss per share, basic and diluted	$	(0.17)	$	(4.82)	$	(2.64)	$	(58.98)

Weighted average common stock outstanding, basic and diluted	5,814,350		403,255		2,494,577		172,704

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

AZITRA, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)



	Series A Convertible Preferred Stock			Series A-1 Convertible Preferred Stock			Series B Convertible Preferred Stock			Common Stock			Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance - December 31, 2022	205,385	$	3,272,944	380,657	$	14,100,533	391,303	$	16,321,065	34,800	$	3	$	1,054,239	$	(37,314,552)	$	(36,260,310)
Issuance of Series B Convertible Preferred Stock	—	—		—	—		23,432	1,124,759		—	—		—		—		—
Stock-based compensation	—	—		—	—		—	—		—	—		38,794		—		38,794

Net loss	—	—		—	—		—	—		—	—		—		(2,457,180)		(2,457,180)
Balance, March 31, 2023	205,385	$	3,272,944	380,657	$	14,100,533	414,735	$	17,445,824	34,800	$	3	$	1,093,033	$	(39,771,732)	$	(38,678,696)
Stock-based compensation	—	—		—	—		—	—		—	—		38,794		—		38,794
Conversion of convertible notes payable										61,534	6		9,495,066		—		9,495,072
Conversion of preferred stock	(205,385)	(3,272,944)		(380,657)	(14,100,533)		(414,735)	(17,445,824)		256,921	26		34,819,275		—		34,819,301
Initial public offering, net of issuance costs of $1,508,641										50,000	5		5,991,354		—		5,991,359
Net loss	—	—		—	—		—	—		—	—		—		(4,429,528)		(4,429,528)
Balance, June 30, 2023	—	—		—	—		—	—		403,255	$	40	$	51,437,522	$	(44,201,260)	$	7,236,302
Stock-based compensation	—	—		—	—		—	—		—	—		39,073		—		39,073
Net loss	—	—		—	—		—	—		—	—		—		(1,943,289)		(1,943,289)
Balance - September 30, 2023	—	$	—	—	$	—	—	$	—	403,255	$	40	$	51,476,595	$	(46,144,549)	$	5,332,086

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

AZITRA, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)


	Series A Convertible Preferred Stock			Series A-1 Convertible Preferred Stock			Series B Convertible Preferred Stock			Common Stock			Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance - December 31, 2023	—	$	—	—	$	—	—	$	—	403,246	$	40	$	51,511,439	$	(48,598,333)	$	2,913,146
Follow-on public offering, net of issuance costs of $709,426	—	—		—	—		—	—		555,567	56		4,290,618		—		4,290,674

SEC Form 10-Q filed by Azitra Inc