Form 8-K

8-K — Azitra, Inc.

Accession: 0001493152-26-048103

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0001701478

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

October

22, 2026

Date

of Report (date of earliest event reported)

AZITRA,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41705

46-4478536

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

Business Park Drive

Branford,

CT 06405

(Address

of principal executive offices and zip code)

(203)

646-6446

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

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)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, par value $0.0001

AZTR

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

Item

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current

Report”) is incorporated herein by reference.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

October 22, 2026, Azitra, Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and

Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate

a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock

(“Common Stock”). At the Company’s annual meeting of stockholders held on June 15, 2026, the Company’s stockholders

approved an amendment to the Company’s certificate of incorporation to effect reverse stock splits of the Common Stock at a ratio

of not less than 1 for 2 and not more than 1 for 30, with the exact ratio for each reverse stock split within such range to be determined

by the Board of Directors in its sole discretion.

The

Reverse Stock Split will become effective on October 26, 2026 at 12:01 a.m., Eastern Time (the “Effective Time”) and the

Common Stock is expected to begin trading on the NYSE American on a Reverse Stock Split-adjusted basis on October 26, 2026 at market

open. As of the Effective Time, every 10 shares of the Company’s issued and outstanding Common Stock will be combined into one

share of Common Stock.

The

par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock

Split Common Stock CUSIP number will be 05479L401.

fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive

a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to (i) the average closing price of the

Common Stock for the five trading days immediately preceding October 26, 2026, multiplied by (ii) the number of shares of Common Stock

outstanding immediately prior to effectiveness of the Reverse Stock Split that were reclassified into such fractional share pursuant

to the Reverse Stock Split.

The

foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit

3.1 to this Current Report and is incorporated herein by reference.

Forward-Looking

Statements

This

Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.

Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “expected”,

or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts,

if any, on the Company’s Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking

statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ

materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks,

uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation

or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in the Company’s expectations

with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent

otherwise required by applicable law.

Item

9.01 - Financial Statements and Exhibits

(d):

The following exhibits are being filed electronically herewith:

Exhibit

No.

Description

3.1

Certificate of Amendment filed with the Delaware Secretary of State on October 22, 2026

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 on October 22, 2026.

AZITRA,

INC.

By:

/s/

Francisco D. Salva

Name:

Francisco

D. Salva

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF AMENDMENT

THE

AMENDED

AND RESTATED

CERTIFICATE

OF INCORPORATION

AZITRA,

INC.

Azitra,

Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify:

That the amended and restated certificate of incorporation of the Corporation is hereby amended by deleting the provision appearing at

the end of Article Fourth, Part A thereof that was added thereto pursuant to the Certificate of Amendment to the Certificate of Incorporation

that became effective at 12:01 a.m. Eastern Time on August 21, 2025 and inserting in lieu thereof the following:

“Upon

the effectiveness (the “Effective Time”) of the Certificate of Amendment inserting this paragraph in the Certificate of Incorporation,

each ten (10) shares of Common Stock that are issued and outstanding immediately prior to the Effective Time shall be reclassified and

combined into one (1) share of Common Stock, subject to the treatment of fractional share interests as described below (the “Reverse

Split”). The Reverse Split shall occur automatically without any further action by the Corporation or its stockholders and whether

or not any certificate representing such shares immediately prior to the Effective Time (an “Old Certificate”) is surrendered

to the Corporation. No fractional shares of Common Stock will be issued in connection with the Reverse Split. Stockholders of record

who otherwise would be entitled to receive fractional shares as a result of the Reverse Split, will be entitled to receive cash (without

interest) in lieu of fractional shares, equal to such fraction multiplied by the average of the closing sales prices of the Common Stock

on the exchange the Corporation is currently trading during regular trading hours for the five consecutive trading days immediately preceding

the effective date of the Reverse Split (with such average closing sales prices being adjusted to give effect to the Reverse Split).

Following the Effective Time, each Old Certificate shall thereafter represent that number of shares of Common Stock into which the shares

of Common Stock represented by the Old Certificate shall have been reclassified and combined, subject to the elimination of fractional

share interests as described above, until such time as such Old Certificate has been surrendered to the Corporation.”

That this amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

That this Certificate of Amendment shall become effective at 12:01 a.m. on October 26, 2026.

WITNESS WHEREOF, Azitra, Inc. has caused this Certificate of Amendment to be signed by its authorized officer, as of October 22,

2026.

AZITRA,

INC.

By:

/s/

Francisco Salva

Name:

Francisco

Salva

Title:

Chief

Executive Officer

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