aztr-20250630

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 June 30, 2025

☐ 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)

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 August 11, 2025 was 23,476,354.


		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 Preferred Stock and Stockholders' Equity	F-4

	Condensed Statements of Cash Flows	F-5

	Notes to Unaudited Condensed Financial Statements	F-6

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

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11

Item 4.	Controls and Procedures	11

	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




	June 30, 2025		December 31, 2024
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	1,045,730	$	4,554,719
Accounts receivable	—		233

Tax credits receivable	78,407		101,663

Deferred offering costs	—		4,106
Prepaid expenses	675,553		567,569
Total current assets	1,799,690		5,228,290

Property and equipment, net	601,504		653,957
Financing lease right-of-use asset	16,782		24,522
Operating lease right-of-use asset	552,032		527,393
Intangible assets, net	258,665		246,420
Deferred patent costs	644,505		593,802
Deferred issuance costs	35,435		37,477
Other assets	47,409		46,941
Total assets	$	3,956,022	$	7,358,802

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	635,842		490,255
Income tax payable	—		11,572
Current financing lease liability	16,854		16,066
Current operating lease liability	286,499		255,177
Accrued expenses	513,166		602,787

Total current liabilities	1,452,361		1,375,857

Long-term financing lease liability	1,479		10,105
Long-term operating lease liability	273,027		274,161
Warrant liability	184		381

Total liabilities	1,727,051		1,660,504

Commitments and contingencies (Note 11)

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

F-1

AZITRA, INC.

CONDENSED BALANCE SHEETS


Stockholders' equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized at June 30, 2025 and December 31, 2024; 0 shares issued at June 30, 2025 and December 31, 2024	—		—
Common stock; $0.0001 par value, 100,000,000 shares authorized at June 30, 2025 and December 31, 2024, 17,976,354 and 7,626,056 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	1,798		763
Additional paid-in capital	65,750,337		63,263,360
Accumulated deficit	(63,523,164)		(57,565,825)
Total stockholders' equity	2,228,971		5,698,298
Total liabilities and stockholders' equity	$	3,956,022	$	7,358,802

F-2

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

AZITRA, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months		For the Three Months		For the Six Months		For the Six Months
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Service revenue - related party	$	—	$	7,500	$	—	$	7,500
Total revenue	—		7,500		—		7,500

Operating expenses:
General and administrative	1,469,513		1,549,228		$	3,319,651	$	3,037,755
Research and development	1,401,839		1,118,552		2,651,939		2,591,522
Total operating expenses	2,871,352		2,667,780		5,971,590		5,629,277

Loss from operations	(2,871,352)		(2,660,280)		(5,971,590)		(5,621,777)

Other income (expense):
Interest income	15,461		16,268		52,625		23,877
Interest expense	(468)		(1,782)		(1,761)		(2,697)



Change in fair value of warrants	54		4,272		197		32,527

Other income (expense)	(32,688)		9,529		(36,809)		3,202
Total other income (expense)	(17,641)		28,287		14,252		56,909

Loss before income taxes	(2,888,993)		(2,631,993)		(5,957,338)		(5,564,868)

Income tax expense	—		—		—		—



Net loss attributable to common shareholders	$	(2,888,993)	$	(2,631,993)	$	(5,957,338)	$	(5,564,868)

Net loss per share, basic and diluted	$	(0.18)	$	(2.74)	$	(0.40)	$	(6.82)

Weighted average common stock outstanding, basic and diluted	16,279,574		960,146		14,734,131		816,450

F-3

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

AZITRA, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)



	Preferred Stock	Common Stock			Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity
		Shares	Amount			Shares					Amount
Balance - December 31, 2023		—	$	—	403,246		$	40	$	51,511,439		$	(48,598,333)	$	2,913,146
Exercise of stock options		—	—		1,333		—		19,100			—		19,100
Follow-on public offering, net of issuance costs of $709,426		—	—		555,567		56		4,290,618			—		4,290,674
Stock-based compensation		—	—		—		—		34,171			—		34,171
Net loss		—	—		—		—		—			(2,932,875)		(2,932,875)
Balance, March 31, 2024		—	$	—	960,146		$	96	$	55,855,328		$	(51,531,208)	$	4,324,216


Follow-on public offering issuance costs adjustment		—	—		—		—		(227)			—		(227)
Stock-based compensation		—	—		—		—		34,170			—		34,170
Net loss		—	—				—					(2,631,993)		(2,631,993)
Balance, June 30, 2024		—	—		960,146		$	96	$	55,889,271		$	(54,163,201)	$	1,726,166










	Preferred Stock	Common Stock			Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity
		Shares	Amount			Shares					Amount
Balance - December 31, 2024		—	$	—	7,626,056		$	763	$63,263,360			$	(57,565,825)	$	5,698,298

Follow-on public offering, net of issuance costs of $269,948		—	—		4,857,780		486		1,185,807			—		1,186,293
Follow-on public offering, net of issuance costs of $133,076		—	—		2,495,518		249		560,727			—		560,976
Stock-based compensation		—	—		—		—		30,402			—		30,402
Net loss		—	—		—		—		—			(3,068,345)		(3,068,345)
Balance, March 31, 2025		—	$	—	14,979,354		$	1,498	$	65,040,298		$	(60,634,171)	$	4,407,625

Draws on equity line of credit, net of issuance costs of $79,985		—	—		2,997,000		300		694,008			—		694,308
Stock-based compensation		—	—		—		—		16,031			—		16,031
Net loss		—	—		—		—		—			(2,888,993)		(2,888,993)
Balance, June 30, 2025		—	—		17,976,354		$	1,798

SEC Form 10-Q filed by Azitra Inc