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8-KAccepted Sep 28, 4:50 PM ET

Azitra, Inc. Enters ATM Sales Agreement with A.G.P. for $3.5M

AZTRAzitra, Inc.

Accepted (ET)

4:50 PM

Sep 28, 2026

Filed

Sep 28, 2026

Documents

16

Size

670.1 KB

Summary

Azitra, Inc. Enters ATM Sales Agreement with A.G.P. for $3.5M

Updated

What Happened

  • Azitra, Inc. announced on September 28, 2026 that it entered into a sales agreement with A.G.P./Alliance Global Partners to act as sales agent for an at‑the‑market (ATM) offering.
  • Under the agreement Azitra may sell, at its discretion, up to $3,503,232 in aggregate offering price of common stock pursuant to its effective Form S-3 registration statement (File No. 333-280648) and a prospectus supplement filed September 28, 2026.

Key Details

  • Maximum aggregate offering: $3,503,232 of common stock.
  • Agent fee: A.G.P. will receive a cash commission equal to 3.0% of gross proceeds from any sales; Azitra will also reimburse certain agent expenses.
  • Sales method: Placement Shares may be sold on the NYSE American, other trading markets, to market makers, or in negotiated transactions with Azitra’s consent; sales qualify as an “at‑the‑market offering” under Rule 415(a)(4).
  • Termination/suspension: Azitra has no obligation to sell shares and may suspend or terminate the program; the offering also ends on full issuance of the Placement Shares or upon expiration of the registration (third anniversary of its initial effective date).

Why It Matters

  • This ATM facility gives Azitra a flexible way to raise up to about $3.5 million for working capital and general corporate purposes when management chooses to sell shares.
  • If shares are sold under the program, existing shareholders may experience dilution; there is no obligation for Azitra to sell any shares.
  • The 3% placement fee and reimbursement of expenses are costs investors should note when the company raises capital through this channel.

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