Azitra, Inc. Announces \$31.4 Million Private Placement Financing and Launch of New Protein and Peptide Programs

Key Highlights

• Azitra, Inc. (NYSE American: AZTR) has entered into a securities purchase agreement for a private placement financing of up to \$31.4 million.
• The financing consists of an initial \$10.5 million in convertible preferred stock, with up to an additional \$20.9 million available through the cash exercise of accompanying warrants.
• The capital will be used to fund innovative protein and peptide research programs targeting the cosmetic and cosmeceutical markets, leveraging Azitra’s proprietary genetic engineering platform.
• Prominent healthcare-focused institutional investors, including Stonepine Capital and Nantahala Capital, participated in the offering, along with company insiders, including the CEO.
• The financing is expected to close around March 20, 2026, subject to customary closing conditions.

Details of the Financing Structure

• Azitra is selling 10,470 shares of Series A convertible non-redeemable preferred stock at \$1,000 per share.
• Investors will also receive:
  • Series B Warrants to purchase up to 85,101,201 shares of common stock at \$0.123 per share.
  • Series C Warrants to purchase up to 85,101,201 shares of common stock at \$0.123 per share.
• Each share of Series A Preferred Stock is sold with Series B and Series C Warrants, each covering 8,129 shares of common stock.
• The Series A Preferred Stock will automatically convert into approximately 8,129 shares of common stock per share upon stockholder approval, subject to beneficial ownership limits.
• If conversion would exceed ownership limits, holders will receive Pre-Funded Warrants instead of common shares.
• Series B Warrants will expire 18 months after stockholder approval; Series C Warrants will expire 30 days after public announcement of results from the company’s planned human cosmetic study using filaggrin technology.
• The company must file to register the resale of shares issuable upon conversion or warrant exercise.

Strategic Implications and Market Opportunity

• This financing marks the launch of Azitra’s new protein and peptide research programs for the cosmetic and cosmeceutical markets—a strategic pivot aimed at near-term value creation and new partnerships.
• The global market for biotech-oriented cosmetic ingredients was \$2.3 billion in 2024, projected to grow to \$3.7 billion by 2030 (Grand View Research).
• Azitra’s initial focus is on its proprietary filaggrin protein and peptide technologies, aimed at addressing fine lines, wrinkles, dry sensitive skin, and eczema-like rashes. The company believes these conditions are often linked to filaggrin deficiency.
• The company’s genetic engineering platform, with a microbial library of approximately 1,500 bacterial strains, is enhanced by artificial intelligence and machine learning for rapid screening and drug development.

Existing Pipeline and Corporate Update

• Beyond cosmetics, Azitra’s lead clinical program, ATR-12, targets Netherton syndrome—a rare, severe, and currently untreatable skin disease. ATR-12 is in a Phase 1b trial.
• Its second program, ATR-04, is designed to treat EGFR inhibitor-associated rash, a significant issue for approximately 150,000 U.S. patients annually. ATR-04 has received FDA Fast Track designation and an open IND.
• Azitra’s platform is designed to bring innovative, engineered proteins and topical live biotherapeutic products to both pharmaceutical and consumer markets.

Important Information for Shareholders

• The transaction is subject to closing conditions, including stockholder approval for conversion of preferred shares and warrant exercises.
• Future dilution is possible due to the potential conversion of preferred stock and exercise of warrants, which would increase the number of outstanding shares significantly.
• The Series C Warrants’ expiration is tied to the public release of results from a key cosmetic study, making the outcome of this study potentially price-sensitive.
• Participation by institutional investors and insiders may be seen as a vote of confidence in the company’s strategic direction.
• Use of proceeds includes research and development, general corporate expenses, and working capital needs—critical for sustaining ongoing and new initiatives.

Risks and Forward-Looking Statements

• There is no guarantee that the private placement will close, or that stockholder approval will be obtained.
• Warrants may not be exercised, and subsequent funding may not become available.
• The company faces risks regarding product development, regulatory clearance, competition, dependence on third parties, and the accuracy of market opportunity estimates.
• Further details on risks are available in Azitra’s annual report on Form 10-K filed February 27, 2026.

Contact Information

• Chief Financial Officer: Norman Staskey ([email protected])
• Investor Relations: David Irish, Tiberend Strategic Advisors, Inc. (231-632-0002, [email protected])
• Media Relations: Casey McDonald, Tiberend Strategic Advisors, Inc. (646-577-8520, [email protected])

Disclaimer: This article is for informational purposes only and is not investment advice. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed. Investors should review Azitra’s SEC filings for a full description of risks and consult with their financial advisors before making investment decisions.

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