aztr-20250930

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, 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 November 11, 2025 was 10,204,938.


		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	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	11

Item 4.	Controls and Procedures	12

	PART II - OTHER INFORMATION	12

Item 1A.	Risk Factors	12

Item 6.	Exhibits	12

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

AZITRA, INC.

CONDENSED BALANCE SHEETS




	September 30, 2025		December 31, 2024
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	1,401,878	$	4,554,719
Accounts receivable	—		233

Tax credits receivable	10,366		101,663
Income tax receivable	5,642		—
Deferred offering costs	—		4,106
Prepaid expenses	812,159		567,569
Total current assets	2,230,045		5,228,290

Property and equipment, net	579,830		653,957
Financing lease right-of-use asset	12,912		24,522
Operating lease right-of-use asset	478,667		527,393
Intangible assets, net	270,992		246,420
Deferred patent costs	680,594		593,802
Deferred issuance costs	—		37,477
Other assets	47,239		46,941
Total assets	$	4,300,279	$	7,358,802

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	718,476		490,255
Income tax payable	—		11,572
Current financing lease liability	14,271		16,066
Current operating lease liability	270,467		255,177
Insurance premium financing liability	295,560		—
Accrued expenses	507,329		602,787

Total current liabilities	1,806,103		1,375,857

Long-term financing lease liability	—		10,105
Long-term operating lease liability	214,949		274,161
Warrant liability	51		381

Total liabilities	2,021,103		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 September 30, 2025 and December 31, 2024; 0 shares issued at September 30, 2025 and December 31, 2024	—		—
Common stock; $0.0001 par value, 200,000,000 and 100,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively, 5,604,938 and 1,145,038 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	561		114
Additional paid-in capital	68,566,307		63,264,009
Accumulated deficit	(66,287,692)		(57,565,825)
Total stockholders' equity	2,279,176		5,698,298
Total liabilities and stockholders' equity	$	4,300,279	$	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 Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Service revenue - related party	$	—	$	—	$	—	$	7,500
Total revenue	—		—		—		7,500

Operating expenses:
General and administrative	$	1,588,406	$	1,913,400	$	4,908,057	$	4,951,155
Research and development	1,180,078		1,015,807		3,832,017		3,607,329
Total operating expenses	2,768,484		2,929,207		8,740,074		8,558,484

SEC Form 10-Q filed by Azitra Inc