AZTR 10-Q Quarterly Report Sept. 30, 2025

AZITRA INC

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2025
10-Q	Quarter ended June 30, 2025
10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023

PROXIES

DEF 14A	Filed on May 29, 2025
DEF 14A	Filed on Jan. 14, 2025
DEF 14A	Filed on Dec. 31, 2024
DEF 14A	Filed on Oct. 9, 2024
DEF 14A	Filed on June 3, 2024

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

Loss from operations	( 2,768,484 )		( 2,929,207 )		( 8,740,074 )		( 8,550,984 )

Other income (expense):
Interest income	4,823		47,389		57,448		71,266
Interest expense	( 372 )		( 3,851 )		( 2,133 )		( 6,548 )



Change in fair value of warrants	133		4,001,469		330		4,033,996
Loss on issuance of common stock	—		( 2,132,800 )		—		( 2,132,800 )
Other (expense) income	( 628 )		7,509		( 37,437 )		10,711
Total other income	3,956		1,919,716		18,208		1,976,625

Loss before income taxes	( 2,764,528 )		( 1,009,491 )		( 8,721,866 )		( 6,574,359 )

Income tax expense	—		—		—		—



Net loss attributable to common shareholders	$	( 2,764,528 )	$	( 1,009,491 )	$	( 8,721,866 )	$	( 6,574,359 )

Net loss per share, basic and diluted	$	( 0.67 )	$	( 1.14 )	$	( 3.06 )	$	( 17.37 )

Weighted average common stock outstanding, basic and diluted	4,117,753		883,865		2,854,421		378,489

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		—	$	—	60,535		$	6	$	51,511,473		$	( 48,598,333 )	$	2,913,146
Exercise of stock options		—	—		200		—		19,100			—		19,100
Follow-on public offering, net of issuance costs of $ 709,426		—	—		83,403		8		4,290,666			—		4,290,674
Stock-based compensation		—	—		—		—		34,171			—		34,171
Net loss		—	—		—		—		—			( 2,932,875 )		( 2,932,875 )
Balance, March 31, 2024		—	$	—	144,138		$	14	$	55,855,410		$	( 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		—	—		144,138		$	14	$	55,889,353		$	( 54,163,201 )	$	1,726,166
Follow-on public offering, net of issuance costs of $ 933,960		—	—		1,000,750		100		9,063,440			—		9,063,540
Reclass of warrant liability		—	—		—		—		( 1,866,200 )			—		( 1,866,200 )
Exercise of Warrants		—	—		150		—		704			—		704

Stock based compensation expense		—	—		—		—		143,534			—		143,534
Net loss		—	—		—		—		—			( 1,009,491 )		( 1,009,491 )
Balance - September 30, 2024		—	—		1,145,038		$	114	$	63,230,831		$	( 55,172,692 )	$	8,058,253

F-4

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, 2024		—	$	—	1,145,038		$	115	$ 63,264,008			$	( 57,565,825 )	$	5,698,298

Follow-on public offering, net of issuance costs of $ 269,948		—	—		729,381		73		1,186,220			—		1,186,293
Follow-on public offering, net of issuance costs of $ 133,076		—	—		374,696		37		560,939			—		560,976
Stock-based compensation		—	—		—		—		30,402			—		30,402
Net loss		—	—		—		—		—			( 3,068,345 )		( 3,068,345 )
Balance, March 31, 2025		—	$	—	2,249,115		$	225	$	65,041,571		$	( 60,634,171 )	$	4,407,625

Draws on equity line of credit, net of issuance costs of $ 79,985		—	—		449,998		45		694,263			—		694,308
Stock-based compensation		—	—		—		—		16,031			—		16,031
Net loss		—	—		—		—		—			( 2,888,993 )		( 2,888,993 )
Balance, June 30, 2025		—	$	—	2,699,113		$	270	$	65,751,865		$	( 63,523,164 )	$	2,228,971

Draws on equity line of credit, net of issuance costs of $ —		—	—		2,905,825		291		2,847,448			—		2,847,739
Stock-based compensation		—	—		—		—		4,165			—		4,165
Offering costs and other miscellaneous adjustments		—	—		—		—		( 37,171 )			—		( 37,171 )
Net loss		—	—		—		—		—			( 2,764,528 )		( 2,764,528 )
Balance, September 30, 2025		—	$	—	5,604,938		$	561	$	68,566,307		$	( 66,287,692 )	$	2,279,176


Amounts in the Condensed Statements of Changes in Stockholders' may not foot due to rounding

F-5

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

AZITRA, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	( 8,721,866 )	$	( 6,574,359 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	103,059		97,950

Loss on lease modification	8,564		—
Amortization of right-of-use assets	236,981		234,537
Change in foreign currency rates on remeasurement of Canadian fixed assets	—		( 14,199 )

Stock based compensation	50,598		211,875
Change in fair value of warrant liability	( 330 )		( 4,033,996 )
Loss on issuance of common stock	—		2,132,800


Gain on disposal of property and equipment	2,069		4,859
Impairment of intangible assets and deferred patent costs	—		442,793

Changes in operating assets and liabilities:
Accounts receivable	233		98,255
Prepaid expenses	50,970		83,584
Other assets	( 298 )		229
Tax credits receivable	91,297		108,460
Income tax payable/receivable	( 17,214 )		6,836
Accounts payable and accrued expenses	93,554		( 165,380 )

Operating lease liability	( 229,131 )		( 231,783 )

Net cash used in operating activities	( 8,331,514 )		( 7,597,539 )

Cash flows from investing activities:
Purchases of property and equipment	( 14,964 )		( 8,569 )
Proceeds from sale of property and equipment	3,153		—
Deferred patent costs	( 87,240 )		( 255,145 )


Net cash used in investing activities	( 99,051 )		( 263,714 )

Cash flows from financing activities

Payment of deferred offering/issuance costs	—		( 37,477 )
Principal payments on finance leases	( 11,900 )		( 10,816 )
Proceeds from public offerings, net	1,746,988		13,354,691

F-6

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

AZITRA, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


Proceeds from equity line of credit, net	3,542,636		—


Proceeds from exercise of stock options	—		19,100
Net cash provided by financing activities	5,277,724		13,325,498

Net change in cash and cash equivalents	( 3,152,841 )		5,464,245

Cash and cash equivalents at beginning of period	4,554,719		1,795,989
Cash and cash equivalents at end of period	$	1,401,878	$	7,260,234

Supplemental disclosure of non-cash investing and financing information:


Financed insurance premium exchanged for prepaid insurance	$	295,560	$	—




Purchases of fixed assets in accounts payable	$	9,249	$	—

F-7

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Organization and Nature of Operations

Azitra, Inc. (the "Company") was founded on January 2, 2014. It is a synthetic biology company focused on screening and genetically engineering microbes of the skin. The mission is to discover and develop novel therapeutics to create a new paradigm for treating skin disease. The Company’s discovery platform is screened for naturally occurring bacterial cells with beneficial effects. These microbes are then genomically sequenced and engineered to make cellular therapies, recombinant therapeutic proteins, peptides and small molecules for precision treatment of dermatology diseases. On May 17, 2023, the Company changed its name to from “Azitra Inc” to “Azitra, Inc.”

In addition to our corporate headquarters located in Branford, Connecticut, the Company maintains a location in Montreal, Canada for certain research activities. The Company also opened a manufacturing and laboratory space in Groton, Connecticut during 2021.

Stock Splits, Change in Par Value, Increase in Shares Authorized, Initial and Follow-on Public Offerings, and Equity Line of Credit Issuances

In June 2023, the Company completed its initial public offering (IPO) in which it issued and sold 7,508 shares of its common stock at a price to the public of $ 999.00 per share. The shares began trading on the NYSE American on June 16, 2023 under the symbol “AZTR”. The net proceeds received by the Company from the IPO were $ 6.0 million, after deducting underwriting discounts, commissions and other offering expenses.

Immediately prior to the effectiveness of the Company’s registration statement, the Company effected a 7.1 -for-1 forward stock split (the "Forward Stock Split") of its issued and outstanding shares of common stock. On May 17, 2023, the Company changed the par value of its capital stock from $ 0.01 to $ 0.0001 . Accordingly, all share and per share amounts for all periods presented in the accompanying unaudited condensed financial statements and notes thereto have been adjusted retroactively, unless otherwise noted, to reflect the effect of the Forward Stock Split. Refer to Note 6 for additional details relating to the Forward Stock Split.

In February 2024, the Company completed a follow-on public offering (the "February 2024 Offering") in which it issued and sold 83,404 shares of its common stock at a price to the public of $ 59.94 per share. The net proceeds received by the Company from the follow-on public offering were $ 4.3 million, after deducting underwriting discounts, commissions and other offering expenses. For further information regarding the February 2024 Offering and related warrant issuance, refer to Notes 6 and 7, respectively.

On July 1, 2024, the Company effected a 30-for-1 reverse stock split of its issued and outstanding shares of common stock (the "2024 Reverse Stock Split") and began trading on a split-adjusted basis the same day. There was no change in par value. Accordingly, all share and per share amounts for all periods presented in the accompanying unaudited condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the 2024 Reverse Stock Split. Refer to Note 6 for additional details relating to the Reverse Stock Split.

In July 2024, the Company completed a follow-on public offering (the "July 2024 Offering") in which it issued and sold 1,000,750 shares of its common stock at a price of $ 9.99 per share and Class A Warrants exercisable for an aggregate 2,001,502 shares of common stock. The net proceeds received by the Company from the follow-on public offering were $ 9.1 million, after deducting placement agent's fees and other offering expenses. For further information regarding the July 2024 Offering and related warrant issuance, refer to Notes 6 and 7, respectively.

In January 2025, the Company completed a follow-on offering (the "January 2025 Offering") in which it issued and sold 729,381 shares of its common stock at a price of $ 2.00 per share. The net proceeds received by the Company from the follow-on offering were $ 1.2 million, after deducting placement agent's fees and other offering expenses. The shares were offered by the Company pursuant to a shelf registration statement on Form S-3 filed with the SEC on July 1, 2024, and a final prospectus supplement dated January 15, 2025. For further information regarding the January 2025 Offering, refer to Notes 6 and 7 respectively.

In February 2025, the Company completed a follow-on offering (the "February 2025 Offering") in which it issued 374,696 shares of its common stock at a public offering price of $ 1.85 per share and warrants to purchase up to 337,232 shares of common stock at an exercise price of $ 3.60 . The net proceeds received by the Company from the follow-on offering were $ 560,976 after deducting placement agent's fees and other offering expenses. The shares were offered by the Company pursuant to a shelf registration statement on Form S-3 filed with the SEC on July 1, 2024, and a final prospectus supplement dated February 6, 2025. For further information regarding the February 2025 Offering and related warrant issuance, refer to Notes 6 and 7, respectively.

F-8

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On April 24, 2025, the Company entered into an Equity Line of Credit ("ELOC") with Alumni Capital LP ("Alumni Capital"), whereby the Company has the right, but not the obligation, to sell to Alumni Capital, and Alumni Capital is obligated to purchase, up to an aggregate of $ 20 million of shares of the Company's common stock in a series of purchases. Upon each purchase, Alumni Capital will receive warrants to purchase shares of the Company's common stock equal to 10 % of the number of shares purchased in the related purchase. For further information regarding the ELOC, refer to Notes 6 and 7 respectively.

Under the terms of the ELOC, the Company has issued 7,955,823 shares of common stock, of which 4,600,000 shares were issued subsequent to September 30, 2025, and issued 795,579 warrants, of which 460,000 warrants were issued subsequent to September 30, 2025. The gross proceeds received by the Company under the ELOC were $ 6.0 million, of which $ 2.4 million was received subsequent to September 30, 2025. As of November 12, 2025, approximately $ 14.0 million is available under the ELOC for future share issuances.

In July 2025, the Company amended and restated its Certificated of Incorporation increasing the number of authorized shares of common stock from 100,000,000 to 200,000,000 .

On August 21, 2025, the Company effected a 6.66-for-1 reverse stock split of its issued and outstanding shares of common stock (the "2025 Reverse Stock Split") and began trading on a split-adjusted basis the same day. There was no change in par value. Accordingly, all share and per share amounts for all periods presented in the accompanying unaudited condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the 2025 Reverse Stock Split. Refer to Note 6 for additional details relating to the 2024 Reverse Stock Split, and the 2025 Reverse Stock Split (together, the "Reverse Stock Splits").

Other Events

On October 1, 2025, the Company received a deficiency letter (the “Deficiency Letter”) from the NYSE American LLC ("NYSE American") indicating that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide. Section 1003(a)(ii) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Deficiency Letter noted that the Company reported stockholders’ equity of $2.2 million as of June 30, 2025, and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2024.

In order to maintain the Company’s listing on the NYSE American, the NYSE American requested that the Company submit a plan of compliance (the “Plan”) by October 31, 2025 addressing how the Company intends to regain compliance with Section 1003(a)(ii) of the NYSE American Company Guide by April 1, 2027.

The Company’s management submitted the Plan to the NYSE American by the October 31, 2025 deadline. If the NYSE American accepts the Company’s Plan, the Company will be able to continue its listing during the Plan period and will be subject to continued periodic review by the NYSE American staff. If the Plan is not accepted, delisting proceedings will commence. If the plan is accepted but the Company does not make progress consistent with the Plan during the plan period or if the Company is not in compliance with the listing standards by April 1, 2027, then the Company will be subject to delisting procedures as set forth in the NYSE American Company Guide.

The Company is committed to undertaking a transaction or transactions in the future to achieve compliance with the NYSE American’s requirements. There can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required time frame.

Going Concern Matters

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future, and which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. As of and for the period ended September 30, 2025, the Company has an accumulated

F-9

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

deficit of $ 66.3 million, a loss from operations of $ 8.7 million, used $ 8.3 million to fund operations and had $ 0.4 million of working capital. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

The Company will require a significant amount of additional funds to complete the development of its product and to fund additional losses which the Company expects to incur over the next few years. The Company is still in its pre-commercialization phase and therefore does not yet have product revenue. Management plans to continue to raise funds through equity and/or debt financing to fund operating and working capital needs, however, there can be no assurance that the Company will be successful in securing additional financing, if needed, to meet its operating needs.

These conditions and events create substantial doubt about the ability of the Company to continue as a going concern for twelve months from the date that the financial statements are available to be issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Company are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Certain amounts in the condensed financial statements and associated notes may not add up due to rounding.

Unaudited Interim Financial Information

The unaudited interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three and nine months are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2024, and notes thereto that are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 24, 2025.

Use of Estimates

The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. While management believes the estimates and assumptions used in the preparation of the financial statement are appropriate, actual results could differ from those estimates. The most significant estimates in the Company's condensed financial statements relate to accruals for research and development expenses, valuation of warrants and valuation of equity awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Concentration of Credit Risks and other Risks and Uncertainties

Financial instruments, which potentially subject the Company to significant concentrations of risk, consist principally of cash and cash equivalents. The Company’s cash is deposited with a federally insured U.S. financial institution. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.

The Company is dependent on contract research organizations ("CRO") to conduct, and manage our on-going clinical trials, and contract manufacturing organizations (“CMO”) to supply products for research and development of its product candidates, including preclinical and clinical studies, and for commercialization of its product candidates, if approved. The Company’s development programs could be adversely affected by any significant interruption in either the CRO's or the CMO’s operations or by a significant interruption in the supply of active pharmaceutical ingredients and other components.

F-10

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s product candidates will receive the necessary approvals. If the Company is denied approvals, approvals are delayed, or the Company is unable to maintain approvals received, such events could have a materially adverse impact on the Company.

The Company’s activities are subject to significant risks and uncertainties including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

Segment Information

The Company operates and manages its business as one operating segment, which is to discover and develop novel therapeutics to create a new paradigm for treating skin diseases. The Chief Executive Officer, who is the Chief Operating Decision Maker ("CODM"), reviews financial information on an aggregate basis, along with cash balances for purposes of allocating resources and evaluating performance. For additional segment disclosures, see Note 15.

Deferred Offering and Deferred Issuance Costs

The Company capitalizes deferred offering costs, which primarily consists of direct, incremental legal, professional, accounting, and other third-party fees relating to the Company’s public offering initiatives associated with the filing of an S-1 Registration Statement. Once the Company completes the public offering, the Company records these amounts against the gross proceeds of these public offerings within the statements of stockholders’ equity.

In July 2024, the Company also filed a Form S-3 Registration Statement and recorded deferred issuance costs as a long-term asset. In September 2025, the Company wrote off the remaining deferred issuance costs of $ 35,435 as it was uncertain the Company would be able to issue additional shares against the Form S-3 Registration Statement. The write-off resulted in a reduction to additional paid-in capital.

Leases

The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate. In accordance with the guidance, the Company recognized ROU assets and lease liabilities for all leases with a term greater than 12 months. Leases are classified as either operating or financing leases based on the economic substance of the agreement.

The Company has 3 operating leases for buildings with a ROU asset and lease liability totaling $ 1,418,502 . The basis, terms and conditions of the leases are determined by the individual agreements. The Company’s option to extend certain leases ranges from 36 – 52 months. All options to extend have been included in the calculation of the ROU asset and lease liability. The leases do not contain residual value guarantees, restrictions, or covenants that could incur additional financial obligations to the Company. There are no subleases, sale-leaseback, or related party transactions.

At September 30, 2025, the Company had operating right-of-use assets with a net value of $ 478,667 and current and long-term operating lease liabilities of $ 270,467 and $ 214,949 , respectively.

In 2023, the Company entered into a lease for the use of certain equipment that is classified as a finance lease. The finance lease has a term of 36 months. At September 30, 2025, the Company had financing right-of-use assets with a net value of $ 12,912 and current and long-term operating lease liabilities of $ 14,271 and $ — , respectively.

Deferred Patent Costs

Deferred patent costs represent legal and filing expenses incurred related to the submission of patent applications for patents pending approval. These deferred costs will be reclassed to intangible assets and begin to be amortized over their estimated useful lives upon the formal approval of the patent. If the patent is not issued, the costs associated with the patent will be expensed in the year the patent was rejected. Deferred patent costs are reviewed for impairment at each reporting period. The costs associated with any impairment are expensed in the period the deferred patent costs are determined to be impaired. In connection with its review of the third quarter financial statements, the Company recorded impairment expenses of $ 442,793 during the three and nine months ended September 30, 2024. The Company did not record impairment expenses during the three and nine months ended September 30, 2025.

F-11

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification (ASC) subtopic 730-10, Research and Development . Accordingly, research and development costs are expensed as incurred. Research and development costs consist of costs related to labor, materials and supplies, as well as fees paid to consultants, external research fees. Research and development costs incurred were 1,180,078 and 3,832,017 for the three and nine months ended September 30, 2025, respectively. Research and development costs were $ 1,015,807 and $ 3,607,329 for the three and nine months ended September 30, 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company had state tax credit receivables of $ 0 and $ 65,676 , respectively for pending refunds related to the selling of research and development tax credits back to the State of Connecticut. At September 30, 2025 and December 31, 2024, the Company had recorded $ 0 and $ 27,666 , respectively, for pending refunds related to Canadian Scientific Research and Experimental Development (SRED) credits. At September 30, 2025 and December 31, 2024, the Company had recorded $ 10,366 and $ 8,321 , respectively, related to refunds of Canadian Goods and Services Tax (GST) and Quebec Sales Tax (QST). Receipts of refunds are recorded in research and development on the statements of operations.

Insurance Premium Financing Liability

In August 2025, the Company entered into an insurance premium financing agreement for $ 328,400 , with a term of nine months and an annual interest rate of 7.82 %. The Company made a down payment of 10 % and is required to make monthly principal and interest payments of $ 33,919 over the term of the agreement, which will mature in June 2026. The insurance premium financing liability was approximately $ 295,560 and $ — as of September 30, 2025 and December 31, 2024 , respectively. Related prepaid insurance at September 30, 2025 and December 31, 2024 of $ 301,033 and $ — , respectively, is included in prepaid expenses and other current assets on the accompanying condensed balance sheets.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures , which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its condensed financial statements disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

3. Property and Equipment

Property and equipment consisted of the following at:


	September 30, 2025		December 31, 2024
Laboratory equipment	$	1,086,860	$	1,070,032
Computers and office equipment	30,825		30,825
Furniture and fixtures	20,164		24,316
Leasehold improvements	28,855		28,855
Building equipment	14,932		14,932
Total property and equipment	1,181,636		1,168,960
Less accumulated depreciation & amortization	( 601,806 )		( 515,003 )
Total property and equipment, net	$	579,830	$	653,957

F-12

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Depreciation and amortization expense was $ 31,041 and $ 93,117 for the three and nine months ended September 30, 2025, respectively. Depreciation and amortization expense was $ 30,007 and $ 89,877 for the three and nine months ended September 30, 2024, respectively.

Fixed assets are reviewed for impairment each reporting period. For the three and nine months ended September 30, 2025 there was $ 3,244 and $ 2,069 of gain on disposal of property and equipment recorded, respectively. For the three and nine months ended September 30, 2024 there was $ 4,859 of losses on disposal of property and equipment recorded.

4. Intangible Assets

Intangible assets consisted of the following at:

September 30, 2025:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	60,244	$	—	$	—	$	60,244
Patents	17 years	247,636		36,888		—		210,748

Intangible assets		$	307,880	$	36,888	$	—	$	270,992

December 31, 2024:


	Estimated Useful Life	Gross Amount		Accumulated Amortization		Impairment		Net Amount
Trademarks	Indefinite	$	60,244	$	—	$	—	$	60,244
Patents	17 years	213,122		26,946		—		186,176

Intangible assets		$	273,366	$	26,946	$	—	$	246,420

During the three and nine months ended September 30, 2025, amortization expense related to intangible assets was $ 3,724 and $ 9,942 , respectively. During the three and nine months ended September 30, 2024, amortization expense related to intangible assets was $ 2,991 and $ 8,074 , respectively.

F-13

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

5. Accrued Expenses

Accrued expenses consisted of the following at:


	September 30, 2025		December 31, 2024
Employee payroll and bonuses	$	349,301	$	410,781
Vacation	74,505		32,969
Research and development projects	26,454		75,047

Professional fees	53,408		82,762
Other	3,661		1,228
Total accrued expenses	$	507,329	$	602,787

6. Stockholders’ Equity

On May 17, 2023, the Company effected a 7.1 -for-1 Forward Stock Split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s preferred stock. The par value of the common stock was adjusted as a result of the Forward Stock Split from $ 0.01 to $ 0.0001 and the authorized shares were increased to 100,000,000 shares of common stock in connection with the Forward Stock Split. In lieu of any fractional shares issued as a result of the split the Company paid a cash amount to the holder of such fractional share. The accompanying financial statements and notes to the financial statements give retroactive effect to the Forward Stock Split for all periods presented. Shares of common stock underlying outstanding stock-based awards and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities.

On February 16, 2024, the Company completed the February 2024 Offering, consisting of an aggregate of 83,404 shares of its common stock at a public offering price of $ 59.94 per share. The gross proceeds from the February 2024 Offering, before deducting the placement agent's fees and other offering expenses, were approximately $ 5 million.

As consideration for ThinkEquity LLC serving as the placement agent for the February 2024 Offering (the "February 2024 Placement Agent"), the Company paid the February 2024 Placement Agent a cash fee of 7.5 % of the aggregate gross proceeds of the February 2024 Offering and reimbursed the February 2024 Placement Agent for certain expenses, legal fees for a total of $ 537,559 , and issued February 2024 Placement Agent Warrants to designees to the February 2024 Placement Agent.

On July 1, 2024, the Company effected a 30-for-1 Reverse Stock Split of its issued and outstanding shares of common stock and began trading on a split-adjusted basis the same day. There was no change to the par value of the common stock. In lieu of any fractional shares issued as a result of the split the Company paid a cash amount to the holder of such fractional share. The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods presented unless otherwise noted. Shares of common stock underlying outstanding stock-based awards and other equity instruments were proportionately decreased and the respective per share value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities.

On July 25, 2024, the Company completed the July 2024 Offering, consisting of an aggregate of 1,000,750 shares of its common stock and Class A warrants to purchase 2,001,502 shares of common stock, at a combined public offering price of $ 9.99 . The Class A warrant had an initial exercise price of $ 9.99 per share, was exercisable immediately upon issuance, and will expire on the fifth anniversary of the original issuance date. However, if on the date that was 30 calendar days immediately following the date of issuance of the Class A Warrants, or August 24, 2024 (the “Reset Date”), the Reset Price, as defined below, was less than the exercise price at such time, the exercise price would be decreased to the Reset Price. “Reset Price” is defined as 100 % of the trailing five-day VWAP immediately preceding the Reset Date, provided, that in no event would the Reset Price be less than $ 2.13 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions), which represented 20 % of the most recent closing price for the Common Stock at the time of execution of the placement agent agreement with respect to the offering. The Reset Price of the Class A Warrants as calculated on the Reset Date was $ 4.69 . The number of shares of Common Stock issuable upon exercise of the Class A Warrants has not been proportionately adjusted due to the reset of the exercise price.

In consideration for Maxim Group LLC serving as the placement agent of the July 2024 Offering (the “July 2024 Placement Agent”), the Company paid the July 2024 Placement Agent a cash fee equal to 7 % of the aggregate gross proceeds of the July 2024 Offering,

F-14

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

reimbursed the July 2024 Placement Agent for certain expenses and legal fees for a total of $ 809,825 , and issued Placement Agent Warrants.

The gross proceeds from the July 2024 Offering, before deducting the July 2024 Placement Agent’s fees and other offering expenses, were approximately $ 10.0 million.

On January 14, 2025, the Company completed the January 2025 Offering in which it issued and sold 729,381 shares of its common stock at a price of $ 2.00 per share. The net proceeds received by the Company from the January 2025 Offering were $ 1.2 million, after deducting underwriting discounts, commissions and other offering expenses. The shares were offered by the Company pursuant to a shelf registration statement on Form S-3 filed with the SEC on July 1, 2024, and a final prospectus supplement dated January 15, 2025.

In consideration for Maxim Group LLC serving as the placement agent of the January 2025 Offering (the "January 2025 Placement Agent"), the Company paid the January 2025 Placement Agent a cash fee equal to 7.0 % of the aggregate gross proceeds raised in the January 2025 Offering and the reimbursed the January 2025 Placement Agent for certain expenses and legal fees of $ 60,000 . The Company also issued warrants to designees of the January 2025 Placement Agent (the "Placement Agent Warrants").

On February 5, 2025, the Company completed the February 2025 Offering in which it issued 374,696 shares of its common stock at a public offering price of $ 1.85 per share and warrants to purchase up to 337,232 shares of common stock. The net proceeds received by the Company from the February 2025 Offering were $ 561,000 after deducting placement agent's fees and other offering expenses. The shares were offered by the Company pursuant to a shelf registration statement on Form S-3 filed with the SEC on July 1, 2024, and a final prospectus supplement dated February 6, 2025.

In consideration for Maxim Group LLC serving as the placement agent of the February 2025 Offering (the "February 2025 Placement Agent"), the Company paid the February 2025 Placement Agent a cash fee equal to 4.0 % of the aggregate gross proceeds raised in the February 2025 Offering, reimbursed the February 2025 Placement Agent for certain expenses and legal fees of $ 35,000 , and issued Placement Agent Warrants.

On April 24, 2025, the Company entered into an ELOC with Alumni Capital, whereby the Company has the right, but not the obligation, to sell to Alumni Capital, and Alumni Capital is obligated to purchase, up to an aggregate of $ 20 million of shares of the Company’s common stock in a series of purchases. The term of the ELOC is through December 31, 2026, or the date on which Alumni Capital shall have purchased the shares pursuant to the ELOC for an aggregate purchase price of $ 20 million. During the term, the Company may at its election cause Alumni Capital to make a series of purchases of shares, each up to $ 750,000 , or up to $ 4 million dollars upon consent of Alumni Capital. The closing of each purchase pursuant to the ELOC will be no later than five business days after the Company provides a notice to Alumni Capital. The purchase price of the shares that the Company elects to sell to Alumni Capital pursuant to the ELOC will be equal to the lowest daily volume weighted average price of the Common Stock during the period commencing on the date that the Company delivers a notice requiring the purchase of shares by Alumni Capital and ending on the earlier to occur of (i) five (5) business days immediately following such date and (ii) the date on which Alumni Capital notifies the Company that it is prepared to proceed with the relevant closing, multiplied by 90 %.

On August 26, 2025, the Company entered into a Modification Agreement (the “Modification Agreement”) with Alumni Capital to amend certain terms of the Purchase Agreement, dated April 24, 2025, between the Company and Alumni Capital (the “Purchase Agreement”). Pursuant to the Modification Agreement, the Company may at its election, cause Alumni Capital to make a series of purchases of ELOC Shares either at (i) the lowest daily volume weighted average price of the Common Stock during the period commencing on the date that the Company delivers written notice (the “Purchase Notice”) and ending on the earlier of (a) five (5) business days immediately following the date of a Purchase Notice, and (b) the date on which Alumni Capital notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 90 % (“Purchase Notice Option 1”) or (ii) the lowest traded price of Common Stock during the period commencing on the date the Company delivers a Purchase Notice and ending on the earlier of (x) the same business day a Purchase Notice is delivered, and (y) the date on which Alumni Capital notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 97 % (“Purchase Notice Option 2”). Each Purchase Notice delivered by the Company must specify whether Purchase Notice Option 1 or Purchase Notice Option 2 is selected and the number of ELOC Shares to be purchased. All other terms and conditions of the Purchase Agreement remain in full force and effect. Refer to Note 7 regarding the terms of the warrants issued in conjunction with the shares.

Under the terms of the ELOC, the Company has issued 7,955,823 shares of common stock, of which 4,600,000 shares were issued subsequent to September 30, 2025 and issued 795,579 warrants, of which 460,000 warrants were issued subsequent to September 30,

F-15

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2025. As of the date of this filing, the gross proceeds received by the Company under the ELOC were approximately $ 6.0 million of which $ 2.4 million was received subsequent to September 30, 2025.

Common Stock

At September 30, 2025 and December 31, 2024, per the Company’s amended and restated Certificate of Incorporation, the Company was authorized to issue 200,000,000 and 100,000,000 shares of $ 0.0001 par value common stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

The Company currently has 2,754,168 shares of common stock reserved for future issuance for the potential exercise of stock options and warrants outstanding at September 30, 2025.

Except as otherwise indicated, all share and share price amounts in this report gives effect to a forward stock split effected on May 17, 2023 at a ratio of 7.1 -for-1, a reverse stock split effected on July 1, 2024 at a ratio of 1-for-30, and a reverse stock split effected on August 21, 2025 at a ratio of 1-for 6.66.

Preferred Stock

At September 30, 2025 and December 31, 2024, per the Company’s amended and restated Certificate of Incorporation, the Company has authorized 10,000,000 shares of $ 0.0001 par value preferred stock.

Upon the close of the Company’s IPO in June 2023, all of the then outstanding preferred stock converted to common stock, resulting in the issuance of shares of common stock in exchange for outstanding Series A ( 7,298 shares), Series A-1 ( 14,839 shares), and Series B Preferred Stock ( 16,439 shares), respectively. There was no gain or loss upon conversion.

7. Warrants

The Company issued warrants to purchase 240 shares of common stock in 2018 in conjunction with convertible debt financing that have a redemption provision providing the holder the right to have the Company redeem all or any portion of the warrant (or shares it has converted into) at a purchase price equal to the fair market value of the shares as determined by the board of directors or an independent appraiser. As a result of this redemption provision, the warrants have been classified as a liability in the financial statements based on ASC 480. These warrants have an exercise price of $ 95.90 per share and a term of 10 years. The warrants are marked to market each reporting period. The fair value was $ 51 and $ 381 at September 30, 2025 and December 31, 2024, respectively.

The Company issued 300 warrants to its underwriters as part of our initial public offering in fiscal 2023. In fiscal 2024, the Company issued an additional 3,337 warrants in February, and 40,030 warrants in July to its underwriters as part of our February, and July Offerings. The underwriter warrants have a term of 5 years.

In connection with the February 2024 Offering, the Company also issued warrants to designees to the February 2024 Placement Agent exercisable for an aggregate of 3,337 shares of Common Stock at an exercise price of $ 75.92 per share (125% of the 60.74 public offering price) and which expire on February 16, 2029. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.

The Company issued 2,001,502 Class A Warrants to investors who participated in the Company's July 2024 Offering. The Class A Warrants had an initial exercise price of $ 9.99 per share of Common Stock, however on August 24, 2024 the exercise price was reset to $ 4.69 . See Note 6. The number of shares of Common Stock issuable upon exercise of the Class A Warrants were not proportionately adjusted in connection with the reset of the exercise price.

The Class A Warrants are exercisable upon issuance and expire five years from the date of issuance. The Class A Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99 % (or, at the election of the holder, 9.99 %) of the Company’s outstanding Common Stock. The Class A Warrants are issued pursuant to a Warrant Agent Agreement dated July 25, 2024 (“Warrant Agent Agreement”) between the Company and VStock Transfer LLC, as warrant agent.

In connection with the July 2024 Offering, the Company evaluated the Class A Warrants and determined they met the criteria for liability classification as they met the criteria in ASC 815 - Derivatives and Hedging due to the reset provision. The Class A Warrants had an initial fair value of $ 12.1 million. The gross proceeds of $ 10.0 million from the July 2024 follow-on public offering was allocated to the Class A Warrants resulting in a loss on issuance of common stock of approximately $ 2.1 million recorded in Other income (expenses). Upon the reset of the Class A Warrant exercise price, the Class A Warrants no longer met the criteria for liability

F-16

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

classification pursuant to ASC 815; at which time the Company recorded a gain in Other income (expenses) - Change in fair value of Class A warrants of $ 4.0 million, and reclassified $ 1.9 million to equity representing the difference between the change in the fair value, and the loss upon issuance of our common stock.

The Class A Warrants were valued utilizing a probability weighted scenario method with a Monte Carlo simulation model and Black-Scholes Model. The significant assumptions in the Monte Carlo simulation model include a stay public assumption of 90%, and a fundamental transaction assumption of 10%. The significant assumptions utilized in estimating the fair value of the Class A Warrants at issuance include (i) a per share price of common stock range of $ 1.14 - $ 1.40 ; (ii) a dividend yield of 0 %; (iii) a risk-free rate range of 4.13 % - 4.14 %; (iv) expected volatility of 119 %; (v) projected stock price and volume weighted average price as of the Reset Date of $ 1.14 ; (vi) a strike price range of $ 1.40 - $ 1.50 ; and (vii) expected term of 4.92 years.

In connection with the July 2024 Offering, the Company also issued warrants to designees of the July 2024 Placement Agent exercisable for an aggregate of 40,030 shares of common stock. The warrants have substantially the same terms as the Class A Warrants, except that the July 2024 Placement Agent warrants have an exercise price equal to $ 12.49 per share (125% of the 10 public offering price), have an initial exercise date of January 23, 2025 and expire on July 23, 2029. The 2024 Placement Agent warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.

In connection with the January 2025 Offering, as consideration for Maxim Group LLC serving as the placement agent of the January 2025 Agent of the January 2025 Offering, the Company also issued warrants to designees of the Janaury 2025 Placement Agent exercisable for an aggregate of 29,176 shares of common stock, which represent 4.0 % of the aggregate number of shares of common stock sold in the offering, at an exercise price per share equal to 125% of the public offering price of $ 2.50 . The warrants are exercisable six months from the date of issuance and expire five years from the commencement of the sales in this offering. The warrants may be exercisable via cashless exercise in certain circumstances. The warrants were evaluated in accordance with ASC 718 and recorded within stockholders' equity.

In connection with the February 2025 Offering, the Company issued warrants to purchase up to 337,232 shares of common stock at an exercise price of $ 3.60 . The warrants are exercisable on the six-month and one day anniversary of their issuance, and their exercise price was calculated as the greater of the (1) book value of the common stock or (ii) market value of the common stock as determined by the NYSE American Rules.

In connection with shares issued to Alumni Capital under the terms of the ELOC, Alumni Capital will receive warrants to purchase such number of shares of the Company’s common stock equal to 10 % of the number of shares purchased in the related purchase. The Exercise Price shall equal 130 % of the price per share paid upon closing. The exercise of the warrant will be subject to stockholder approval and expire five years after issuance. The warrants may be exercised via cashless exercise if there is no effective registration statement, or current prospectus available for, the resale of the warrant shares. The Company has issued 795,579 warrants, of which 460,000 warrants were issued subsequent to September 30, 2025.

F-17

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table summarizes information about warrants outstanding at September 30, 2025:


			Warrants Outstanding				Warrant Exercisable
Year Granted	Exercise Price		Number of Warrants at 09/30/2025	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Warrants at 09/30/2025	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

2018	$	95.90	240	2.5 years	$	95.90	240	2.5 years	$	95.90
2019	$	1,054.94	1,080	0.4 years	$	1,054.94	1,080	0.4 years	$	1,054.94
2023	$	1,248.75	300	2.7 years	$	1,248.75	300	2.7 years	$	1,248.75
2024	$	75.92	3,337	3.4 years	$	75.92	3,337	3.4 years	$	75.92
2024	$	4.69	2,001,351	3.8 years	$	4.69	2,001,351	3.8 years	$	4.69
2024	$	12.49	40,030	3.8 years	$	12.49	40,030	3.8 years	$	12.49
2025	$	2.50	29,176	4.3 years	$	2.50	29,176	4.3 years	$	2.50
2025	$	3.60	337,232	4.9 years	$	3.60	337,232	4.9 years	$	3.60
2025	$	2.33	11,216	4.6 years	$	2.33	11,216	4.6 years	$	2.33
2025	$	2.17	11,261	4.6 years	$	2.17	11,261	4.6 years	$	2.17
2025	$	2.12	11,261	4.7 years	$	2.12	11,261	4.7 years	$	2.12
2025	$	2.32	11,261	4.7 years	$	2.32	11,261	4.7 years	$	2.32
2025	$	1.86	13,514	4.8 years	$	1.86	13,514	4.8 years	$	1.86
2025	$	1.78	13,514	4.8 years	$	1.78	13,514	4.8 years	$	1.78
2025	$	1.75	13,514	4.8 years	$	1.75	13,514	4.8 years	$	1.75
2025	$	1.70	13,514	4.8 years	$	1.70	13,514	4.8 years	$	1.70
2025	$	1.32	15,015	4.8 years	$	1.32	15,015	4.8 years	$	1.32
2025	$	1.27	13,514	4.9 years	$	1.27	13,514	4.8 years	$	1.27
2025	$	1.41	34,000	4.9 years	$	1.41	34,000	4.9 years	$	1.41
2025	$	0.94	34,000	4.9 years	$	0.94	34,000	4.9 years	$	0.94
2025	$	1.17	120,000	4.9 years	$	1.17	120,000	4.9 years	$	1.17
2025	$	0.87	10,000	5.0 years	$	0.87	10,000	5.0 years	$	0.87
2025	$	0.81	10,000	5.0 years	$	0.81	10,000	5.0 years	$	0.81
			2,748,330		$	4.89	2,748,330		$	4.89

8. Stock Options

In March 2023, the Company’s Board of Directors and stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The 2023 Plan allows the Compensation Committee to grant up to 181,842 shares of Common Stock in the form of incentive and non-statutory stock options, restricted stock awards, restricted stock units, and other stock-based awards to employees, directors, and non-

F-18

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

employees. As of September 30, 2025, options to purchase 200 shares of common stock had been granted and were outstanding under the 2023 Plan and 181,642 shares of common stock were available for grant under the plan. On October 3, 2024, the Company’s Board of Directors approved amendments to the 2023 Plan that, subject to stockholder approval, would (i) increase the number of shares of Common Stock that may be issued under the 2023 Plan by 171,832 shares and (ii) adopt an evergreen provision to the 2023 Plan providing for an automatic 5 % annual increase in the shares of Common Stock available for issuance under the 2023 Plan over the next 10 years. Both amendments were approved by the Company’s stockholders at the Company’s annual stockholder meeting held on November 20, 2024.

During 2016, the Company established the Azitra Inc. 2016 Stock Incentive Plan ("2016 Plan") which provides for the grant up to 7,460 shares of Common Stock in the form of stock options and restricted shares to the Company’s employees, officers, directors, advisors and consultants. As of September 30, 2025, options to purchase 6,539 shares of common stock had been granted and 1,436 shares of common stock were available for grant under the 2016 Plan.

At September 30, 2025, there was $ 30,122 of unamortized compensation expense that will be amortized over the remaining vesting period. The Company determined the options qualified as plain vanilla under the provisions of SAB 107 and the simplified method was used to estimate the expected option life.

Stock-based compensation expense recognized for options was as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	—	$	626	$	602	$	1,874
General and administrative	4,165		142,908		49,996		210,001
Total	$	4,165	$	143,534	$	50,598	$	211,875

The following table summarizes information about options outstanding and exercisable at September 30, 2025:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at September 30, 2025	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options at September 30, 2025	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price

$	95.38	1,030	0.3 years	$	95.38	1,030	0.3 years	$	95.38
$	185.15	609	0.3 years	$	185.15	609	0.3 years	$	185.15
$	340.20	3,999	4.1 years	$	340.20	3,999	4.1 years	$	340.20
$	413.59	200	8.0 years	$	413.59	106	8.0 years	$	413.59
		5,838				5,744

F-19

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Total stock option activity for the period ended September 30, 2025, is summarized as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024	6,237	$	277.06	3.7 years	—
Granted	—	—
Exercised	—	—
Forfeited	( 399 )	—
Outstanding at September 30, 2025	5,838	$	283.34	3.1 years	—
Vested and Exercisable at September 30, 2025	5,744	281.21		3.1 years	—

9. Fair Value Measurements

The following tables summarize the fair values and levels within the fair value hierarchy in which the fair value measurements fall for assets and liabilities measured on a recurring basis as of:

September 30, 2025


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	51	$	51
Total	$	—	$	—	$	51	$	51

December 31, 2024


Description	Level 1		Level 2		Level 3		Total

Liabilities
Common stock warrants	$	—	$	—	$	381	$	381

Total	$	—	$	—	$	381	$	381

The following table presents the changes in Level 3 instruments measured on a recurring basis for the period ended September 30, 2025:











Balance at December 31, 2024	$	381
Changes in fair value of warrants	( 143 )
Balance at March 31, 2025	$	238
Changes in fair value of warrants	$	( 54 )
Balance at June 30, 2025	$	184
Changes in fair value of warrants	$	( 133 )
Balance at September 30, 2025	$	51

F-20

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

At September 30, 2025 and December 31, 2024, the Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:


	September 30, 2025			December 31, 2024
Underlying common stock value	$	0.70		$	0.43
Expected term (years)	2.54			3.29
Expected volatility	183		%	172		%
Risk free interest rate	4		%	4		%
Dividend yield	—		%	—		%

Fluctuations in the fair value of the Company’s common stock, and the expected volatility are the primary drivers for the change in the common stock warrant liability valuation during each year. As the fair value of the common stock, and expected volatility increases the value to the holder of the instrument generally increases.

10. Net Loss Per Share

The following potential common stock equivalents, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	September 30,
	2025	2024
Options to purchase shares of common stock	5,838	6,247
Warrants outstanding	2,748,330	4,957
Total	2,754,168	11,204

11. Commitments and Contingencies

Legal

The Company is subject to legal proceedings or claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

License Agreement

Effective January 26, 2022, the Company entered into an Exclusive License Agreement (the License Agreement) with an unrelated third party. Under the License Agreement, the Company is granted an exclusive license for certain patents and a non-exclusive license for certain know-how. The License Agreement continues until the later of the expiration of the last to expire licensed patent or ten years after the first commercial sale of the first licensed therapeutic or non-therapeutic product. The Company may terminate the License Agreement at any time by providing at least 30 days written notice to the third party. The License Agreement is also terminated upon breach of a material obligation under the agreement or bankruptcy. Upon any termination of the License Agreement, neither party is relieved of obligations incurred prior to the termination.

During the three and nine months ended September 30, 2025, the Company did not capitalize any payments made under this license.

Operating Leases

The Company leases office and lab space in Branford, CT, Groton, CT, and Montreal, Quebec. The Company’s leases expire at various dates through May 31, 2027. Most leases are for a fixed term and for a fixed amount.

During 2019, the Company entered into a new lease agreement for office and laboratory space in Montreal, Quebec. The Montreal lease required monthly payments of $ 6,906 , CAD which increases approximately 4 % in each of the following years. The Montreal lease was increased to $ 8,130 CAD in 2021 upon leasing additional space. The Montreal lease was initially for a one-year term, renewable annually. The Montreal lease also requires the Company to pay additional common area maintenance.

F-21

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

During 2020, the Company entered into a new lease agreement for the Company’s primary office and laboratory space in Branford, CT. The Branford lease requires monthly payments of $ 13,033 for the first year of the lease, which increases approximately 2 % in each of the following years. The Branford lease also requires the Company to pay a pro-rata share of common area maintenance.

During May 2021, the Company entered into a new lease for office and laboratory space in Groton, CT. The Groton lease required monthly payments of $ 4,234 , which was increased to $ 6,824 in September 2021 upon leasing additional space. In August 2024, the Company reassessed its needs and released certain lab space resulting in a decrease to the monthly payment to $ 5,216 . The Groton lease is initially for a one-year term, renewable annually for up to three additional years.

Future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year during each of the next five years follow:



2025	$	72,021
2026	262,914
2027	145,825
2028	26,634

Total future undiscounted lease payments	507,394
Less interest	( 21,978 )
Present value of minimum lease payments	$	485,416

Rent expense for all operating leases was $ 243,694 and $ 254,142 for the nine months ended September 30, 2025 and 2024, respectively. The weighted average lease term for all operating leases is 1.8 years. The weighted average discount rate for all operating leases is 4.80 %.

Finance Leases

During 2023, the Company entered into an agreement with Hewlett Packard to lease equipment. The lease requires monthly payments of $ 1,478 , including tax. The lease is for a 3 year term with option of purchase or extension at term end. The remaining lease term is 0.8 years and the discount rate is 9.60 %.

The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of September 30, 2025.



2025	$	3,702
2026	11,086
2027	—

Total future undiscounted lease payments	14,788
Less interest	( 517 )
Present value of minimum lease payments	$	14,271

Lease expense for the finance lease was $ 11,610 and $ 11,610 for the nine months ended September 30, 2025 and 2024, respectively. Interest expense for the finance lease was $ 1,402 and $ 2,486 for the nine months ended September 30, 2025 and 2024, respectively.

12. Retirement Plan

Effective January 1, 2019, the Company sponsors a 401(k) plan that covers substantially all employees. In order to be eligible to participate, an employee must complete two consecutive months of service and work a minimum of two hundred fifty hours or work 1,000 hours in their first year of service. Employees may make pre-tax deferrals upon meeting the Plan eligibility requirements. Effective January 1, 2020, the Plan was transitioned to a safe harbor plan in which highly compensated employees are not eligible for matching contributions and non-highly compensated employees earn 100 % match on first 3 % contributed and 50 % on the next 2 % contributed. Total employer matching contributions were $ 3,749 and $ 12,021 for the three and nine months ended September 30, 2025, respectively. Total employer matching contributions were $ 3,381 and $ 11,029 for the three and nine months ended September 30, 2024, respectively.

F-22

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

AZITRA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

13. Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash.

The cash balance identified in the balance sheet is held in an account with a financial institution and insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At times, cash maintained on deposit may be in excess of FDIC limits.

14. Related Parties

There was no related party revenue for the three and nine months ended September 30, 2025, respectively. Total related party revenue was $ — and $ 7,500 for the three and nine months ended September 30, 2024, respectively. There were no accounts receivable due from the related party at September 30, 2025 and December 31, 2024, respectively.

In July 2024, Bayer was no longer considered a related party as their holdings in the Company no longer exceeded 5% of the total outstanding common stock, and the amounts disclosed above are accordingly presented while they were considered a related party.

15. Segment Information

The Company operates and manages its business as a single reportable segment, which is to discover and develop novel therapeutics to create a new paradigm for treating skin diseases. The Chief Executive Officer, who is the Chief Operating Decision Maker ("CODM"), manages and evaluates the Company's performance on a total Company basis of net loss and assessing how to allocate resources based on the Company cash position as reported in the Company's balance sheet and statement of operations. The Company's significant expenses are consistent with the expense categories presented in the statement of operations.

As of September 30, 2025, all of the Company's fixed assets were maintained in the United States and Canada on an original costs basis of $ 893,238 and $ 288,397 , respectively.

16. Subsequent Events

The Company has evaluated events subsequent to the balance sheet date through November 12, 2025, the date these financial statements are issued.

Subsequent to September 30, 2025, the Company issued an additional 4,600,000 common shares under the terms of the ELOC for an estimated gross proceeds of $ 2,400,980 , and 460,000 warrants on our common shares.

F-23

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

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

Cautionary Statement

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other filings with the Securities and Exchange Commission, or SEC, including our Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.

In this report we make statements, and from time to time we otherwise make written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in our documents, reports, filings with the SEC, and news releases, and in written or oral presentations made by officers or other representatives to analysts, stockholders, investors, news organizations and others, and in discussions with management and other of our representatives.

Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties, including those risks included in the “Risk Factors” section in our Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.

General

We were formed in January 2014 as a biopharmaceutical company focused on developing innovative therapies for precision dermatology using engineered proteins and live biotherapeutic products. We are an early-stage clinical biopharmaceutical company and have not commenced commercial operations.

To date, we have capitalized our operations primarily through a series of private placements of our convertible preferred stock and convertible promissory notes and our initial public offering, IPO, of common stock which closed on June 21, 2023. In connection with our IPO, we issued 7,508 shares of our common stock at a public offering price of $999 per share. Concurrent with the close of our IPO, all of our outstanding shares of convertible preferred stock and convertible promissory notes converted into a total of 44,802 shares of our common stock. In February 2024, we completed a follow-on public offering in which we issued and sold 83,404 shares of our common stock at a price to the public of $59.94 per share. On July 25, 2024, we completed a follow-on offering of an aggregate of 1,000,750 shares of our common stock, and Class A warrants to purchase up to 2,001,502 shares of common stock, at a combined public offering price of $9.99 per share and accompanying warrants. On January 14, 2025, we completed a follow-on offering in which we issued and sold 729,381 shares of our common stock at a price of $2.00 per share. The net proceeds received by us from the follow-on offering were $1.2 million, after deducting placement agent's fees and other offering expenses. The shares were offered by us pursuant to a shelf registration statement on Form S-3 filed with the SEC on July 1, 2024, and a final prospectus supplement dated January 15, 2025. On February 5, 2025, we completed a follow-on offering in which we issued 374,696 shares of our common stock at a public offering price of $1.85 per share and warrants to purchase up to 337,232 shares of common stock. The net proceeds received by the Company from the follow-on offering were $561,000 after deducting placement agent's fees and other offering expenses. The shares were offered by us pursuant to a shelf registration statement on Form S-3 filed with the SEC on July 1, 2024, and a final prospectus supplement dated February 6, 2025. The warrants are exercisable on the six-month and one day anniversary of their issuance, and their exercise price is $0.54.

On April 24, 2025, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Alumni Capital LP (the "Purchaser" or "Alumni Capital"), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $20 million (the "Investment Amount") of shares of the Company’s common stock in a series of purchases. The term of the Purchase Agreement is through December 31, 2026, or the date on which the Purchaser shall have purchased the shares pursuant to the Purchase Agreement for an aggregate purchase price of the Investment Amount.

During the term, the Company may at its election cause the Purchaser to make a series of purchases of shares, each up to $750,000, or up to $4 million dollars upon consent of the Purchaser. The closing of each purchase pursuant to the Purchase Agreement will be no later than five business days after the Company provides a notice to for the purchase. The purchase price of the shares that the Company elects to sell to the Purchaser pursuant to the Purchase Agreement will be equal to the lowest daily volume weighted average price of the common stock during the period commencing on the date that the Company delivers a notice requiring the purchase of shares by the Purchaser and ending on the earlier to occur of (i) five (5) business days immediately following such date and (ii) the date on which the Purchaser notifies the Company that it is prepared to proceed with the relevant closing, multiplied by 90%. Upon each purchase, the Purchaser will receive warrants to purchase such number of shares of the Company’s common stock equal to 10% of the number of shares purchased in the related purchase (the “Warrants”). The Exercise Price shall equal 130% of the price per share paid upon closing. The exercise of the Warrant will be subject to stockholder approval and expire five years after issuance. The Warrants may be exercised via cashless exercise if there is no effective registration statement, or current prospectus available for, the resale of the Warrant shares. The Company could not issue to the Purchaser under the Purchase Agreement shares in an amount greater than 19.99% of the total number of shares of common stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtained stockholder approval to issue shares of common stock in excess of the Exchange Cap. On June 23, 2025, at the Company's annual meeting of stockholders, the stockholders approved the sale and issuance of more than 19.99% of our outstanding shares of our common stock, including shares of common stock underlying warrants, pursuant to the Purchase Agreement entered into with the Purchaser.

On August 26, 2025, the Company entered into a Modification Agreement (the “Modification Agreement”) with Alumni Capital to amend certain terms of the Purchase Agreement, dated April 24, 2025, between the Company and Alumni Capital (the “Purchase Agreement”). Pursuant to the Modification Agreement, the Company may at its election, cause Alumni Capital to make a series of purchases of ELOC Shares either at (i) the lowest daily volume weighted average price of the Common Stock during the period commencing on the date that the Company delivers written notice (the “Purchase Notice”) and ending on the earlier of (a) five (5) business days immediately following the date of a Purchase Notice, and (b) the date on which Alumni Capital notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 90% (“Purchase Notice Option 1”) or (ii) the lowest traded price of Common Stock during the period commencing on the date the Company delivers a Purchase Notice and ending on the earlier of (x) the same business day a Purchase Notice is delivered, and (y) the date on which Alumni Capital notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 97% (“Purchase Notice Option 2”). Each Purchase Notice delivered by the Company must specify whether Purchase Notice Option 1 or Purchase Notice Option 2 is selected and the number of ELOC Shares to be purchased. All other terms and conditions of the Purchase Agreement remain in full force and effect. Refer to Note 7 regarding the terms of the warrants issued in conjunction with the Shares.

As of November 12, 2025, the Company has sold 7,955,823 shares, and issued 795,579 warrants to Alumni Capital LP under the Purchase Agreement with an estimated gross proceeds of $6.0 million of which $2.4 million was received subsequent to September 30, 2025.

As of November 12, 2025, we had 10,204,938 shares of our common stock issued and outstanding. Except as otherwise indicated, all share and share price this report gives effect to a reverse stock split effected on July 1, 2024 at a ratio of 30-for-1. As of the date of this filing, our Board is still evaluating the need for a further reverse split and, if needed, the exact split ratio based on our financing alternatives and NYSE American compliance considerations. Our financial statements will not reflect the further reverse stock split until such time as it occurs.

Overview

We are focused on developing innovative therapies for precision dermatology using engineered proteins and topical live biotherapeutic products. We have built a proprietary platform that includes a microbial library comprised of approximately 1,500 unique bacterial strains that can be screened for unique therapeutic characteristics. The platform is augmented by an artificial intelligence and machine learning technology, which can enable the transformation of previously genetically intractable strains. Our initial focus is on the development of genetically engineered strains of Staphylococcus epidermidis, or S. epidermidis , which we consider to be an optimal therapeutic candidate species for engineering of dermatologic therapies. The particular species demonstrates a number of well-described properties in the skin. As of the date of this report, we have identified among our microbial library over 60 distinct bacterial species that we believe are capable of being engineered to create living organisms or engineered proteins with significant therapeutic effect.

We are a pioneer in genetically engineered bacteria for therapeutic use in dermatology. Our goal is to leverage our platforms and internal microbial library bacterial strains to create new therapeutics that are either engineered living organisms or engineered proteins or peptides to treat skin diseases. Our initial focus is on the development of our current programs, including:

• ATR-12 , which includes a genetically modified strain of S. epidermidis for treating the orphan disease, Netherton syndrome, a chronic and sometimes fatal disease of the skin estimated to affect approximately one in every 100,000, but its prevalence may be underestimated due to misdiagnosis caused by similarities to other skin diseases. We received Pediatric Rare Disease Designation for ATR-12 by the United States Food and Drug Administration, or FDA, in 2019. In December 2022, we submitted an investigational new drug application, or IND, for a Phase 1b clinical trial of ATR-12 in Netherton syndrome patients, and on January 27, 2023 we received notification from the FDA that the “study may proceed” with respect to the proposed Phase 1b clinical trial. After submitting post-IND manufacturing reports, we have commenced operating activities for our Phase 1b clinical trial in December 2023, and we dosed our first patient in August 2024. We reported initial clinical safety results in the first half of 2025.

• ATR-04 , which includes a genetically modified strain of S. epidermidis for treating the papulopustular rash experienced by cancer patients undergoing epidermal growth factor receptor inhibitor, or EGFRi, targeted therapy. In August 2024, we obtained IND clearance from the FDA to commence a Phase 1/2 clinical trial in certain cancer patients undergoing EGFRi targeted therapy. In September 2024, we obtained Fast Track designation by the FDA in this indication. We dosed the first patient in the Phase 1/2 clinical trial in the third quarter of 2025.

• ATR-01 , which includes a genetically modified strain of S. epidermidis that expresses an engineered recombinant human filaggrin protein for treating ichthyosis vulgaris, a chronic, xerotic (abnormally dry), scaly skin disease with an estimated incidence and prevalence of 1 in 250, which suggests a total patient population of 1.3 million in the United States. We are planning to perform lead optimization and IND-enabling studies in 2025 to support an IND filing in 2026.

We also have established partnerships with teams from Carnegie Mellon University and the Fred Hutchinson Cancer Center, or Fred Hutch, two of the premier academic centers in the United States. Our collaboration with the Carnegie Mellon based team also takes advantage of the power of whole genome sequencing. This partnership is mining our proprietary library of bacterial strains for novel, drug like peptides and proteins. The artificial intelligence/machine learning technology developed by this team predicts the molecules made by microbes from their genetic sequences. The system then compares the predictions to the products actually made through tandem mass spectroscopy and/or nuclear magnetic resonance imaging to refine future predictions. The predictions can be compared to publicly available 2D and 3D protein databases to select drug like structures.

We hold an exclusive, worldwide license from Fred Hutch regarding the use of its patented SyngenicDNA Minicircle Plasmid, or SyMPL, technologies for all fields of genetic engineering, including to discover, develop and commercialize engineered microbial therapies and microbial-derived peptides and proteins for skin diseases. We are utilizing our licensed patent rights to build plasmids in order to make genetic transformations that have never been previously achieved. To date, our team has successfully engineered our lead therapeutic candidates without the SyMPL technology. However, we believe that SyMPL will open up the ability to make genetic transformations of an expanded universe of microbial species, and we expect that some or all of our future product candidates will incorporate the SyMPL technology.

Our Strategy

Beyond our three lead product candidates, our goal is to develop a broad portfolio of product candidates focused on expanding the application of our platforms for precision dermatology. We believe that we have established a unique position in advancing the development of biologics for precision dermatology.

We intend to create a broad portfolio of product candidates for precision dermatology through our development of genetically engineered proteins selected from our proprietary microbial library of approximately 1,500 unique bacterial strains. Our strategy is as follows:

• Build a sustainable precision dermatology company. Our goal is to build a leading precision dermatology company with a sustainable pipeline of product candidates. To that end, we are focused on rapidly advancing our current pipeline of live biotherapeutic candidates while actively developing additional product candidates. Each of our current product candidates are proprietary and subject to pending patent applications. We expect that most, if not all, genetically engineered product candidates we develop will be eligible for patent protection.

• Advance our lead programs, ATR-12 and ATR-04, through clinical trials. In 2022, we obtained pre-IND correspondence with the FDA for purposes of discussing our proposed regulatory pathway for the ATR-12 program and obtaining guidance from the FDA on the preclinical plan leading to the filing and acceptance of an IND for ATR-12. In December 2022, we filed an IND for an ATR-12 first-in-human trial in Netherton syndrome patients. On January 27, 2023, we received notification from the FDA that the “study may proceed” with respect to the proposed Phase 1b clinical trial, and in August 2024 we initiated dosing the first patient in the ATR-12 Phase 1b clinical trial. In August 2024, we received IND clearance from the FDA for a first-in-human Phase 1b/2a clinical trial in patients with EGFRi-associated rash, and in September 2024, the FDA granted Fast Track designation for the ATR-04 program. We commenced a Phase 1b trial for our ATR-04 program in certain cancer patients undergoing EGFRi therapy in the fourth quarter of 2024 and initiated dosing the first patient in the ATR-04 Phase 1/2 clinical trial in the third quarter of 2025. We reported initial safety results of the first patients dosed in our Phase 1b clinical trial for our ATR-12 program in Netherton syndrome patients in the first half of 2025.

• Broaden our platform by selectively exploring strategic partnerships that maximize the potential of our precision dermatology programs. We intend to maintain significant rights to all of our core technologies and product candidates. However, we will continue to evaluate partnering opportunities in which a strategic partner could help us to accelerate development of our technologies and product candidates, provide access to synergistic combinations, or provide expertise that could allow us to expand into the treatment of different types of skin diseases. We may also broaden the reach of our platform by selectively in-licensing technologies or product candidates. In addition, we will consider potentially out-licensing certain of our proprietary technologies for indications and industries that we are not ourselves pursuing. We believe our genetic engineering techniques and technologies have applicability outside of the field of medicine, including cosmetics and in the generation of clean fuels and bioremediation.

• Leverage our academic partnerships. We currently have partnerships with investigators at the Fred Hutchinson Cancer Center, Yale University, Duke University, and Carnegie Mellon University. We expect to leverage these partnerships and potentially expand them or form other academic partnerships to bolster our engineering platforms and expand our research and development pipeline.

• Expand on our other potential product candidates. Beyond our three lead product candidates, our goal is to develop a broad portfolio of product candidates focused on expanding the application of our platforms for precision dermatology. We have a proprietary platform for discovering and developing therapeutic products for precision dermatology. Our platform is built around a microbial library comprised of approximately 1,500 unique bacterial strains to allow screening for unique therapeutic characteristics and utilizes a microbial genetic technology that analyzes, predicts and engineers the proteins, peptides and molecules made by skin microbes. Our ability to genetically engineer intractable microbial species is uniquely leveraged by our exclusive license to the SyMPL technology.

Other Events

On October 1, 2025, the Company received a deficiency letter (the “Deficiency Letter”) from the NYSE American indicating that the Company is not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(ii) of the NYSE American Company Guide. Section 1003(a)(ii) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four

most recent fiscal years. The Deficiency Letter noted that the Company reported stockholders’ deficit of $2.2 million as of June 30, 2025, and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2024.

The Company’s management submitted the Plan to the NYSE American by the October 31, 2025 deadline. If the NYSE American accepts the Company’s Plan, the Company will be able to continue its listing during the Plan period and will be subject to continued periodic review by the NYSE American staff. If the Plan is not accepted, delisting proceedings will commence. If the Plan is accepted but the Company does not make progress consistent with the Plan during the plan period or if the Company is not in compliance with the listing standards by April 1, 2027, then the Company will be subject to delisting procedures as set forth in the NYSE American Company Guide.

Results of Operations

We are an early-stage clinical biopharmaceutical company, formed in January 2014, and have limited operating history. We have not commenced revenue-producing operations, and our core focus is on the research and development of innovative therapies for precision dermatology using engineered proteins and live biotherapeutic products. To date, our operations have consisted of the development of our proprietary microbial library, the identification, characterization and testing of certain bacterial species from our microbial library that we believe are capable of being engineered to provide significant therapeutic effect, the development of our initial product candidates and the commencement of phase 1/2 clinical trials related to our ATR-12, and ATR-04 product candidates.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table summarizes our results of operations with respect to the items set forth below for the three months ended September 30, 2025 and 2024, together with the percentage change for those items.


	Three Months Ended September 30,
	2025		2024		$ Change		% Change

Service revenue - related party	$	—	$	—	$	—	—	%
Total revenue	—		—		—		—	%

Operating expenses:
General and administrative	1,588,406		1,913,400		(324,994)		(17)	%
Research and development	1,180,078		1,015,807		164,271		16	%
Total operating expenses	2,768,484		2,929,207		(160,723)		(5)	%

Loss from operations	(2,768,484)		(2,929,207)		160,723		(5)	%

Other income (expense):
Interest income	4,823		47,389		(42,566)		(90)	%
Interest expense	(372)		(3,851)		3,479		(90)	%



Change in fair value of warrants	133		4,001,469		(4,001,336)		(100)	%
Loss on issuance of common stock	—		(2,132,800)		2,132,800		100	%
Other (expense) income	(628)		7,509		(8,137)		(108)	%
Total other income	3,956		1,919,716		(1,915,760)		(100)	%

Loss before income taxes	(2,764,528)		(1,009,491)		(1,755,037)		174	%

Income tax expense	—		—		—		—	%

Net loss	(2,764,528)		(1,009,491)		(1,755,037)		174	%
Dividends on preferred stock	—		—		—		—	%
Net loss attributable to common shareholders	$	(2,764,528)	$	(1,009,491)	$	(1,755,037)	174	%

Service Revenue - Related Party

We did not recognize any revenue during the third quarter of fiscal years 2025 and 2024. We do not expect any further service revenue at this time.

General and Administrative

General and administrative costs during the third quarter of fiscal 2025 decreased by $324,994, or 17%, to $1,588,406 from the comparable prior period. The decrease was primarily related to a decrease of $328,000 in legal fees primarily related to the write off of certain patent expenses and public company compliance initiatives, a decrease of $119,000 in payroll and benefits primarily related to a decrease in stock option expense as options vest, a decrease of $17,000 in hiring costs primarily related to a compensation consultant, and a net decrease of $20,000 in other overhead expenses offset by an increase of $89,000 in financing costs primarily related to work performed to establish our equity line of credit, an increase of $15,000 in the use of business consultants which was primarily attributed to increased hours due to incremental public company compliance initiatives and business development efforts, an increase of $24,000 in public relations costs related to an increase in our base rate and additional services provided, an increase of $10,000 in accounting and auditing expense, an increase $8,000 in software and equipment, and an increase of $14,000 in insurance costs.

We expect that our general and administrative expenses will incur a modest increase in the future as a result of personnel costs, and facility operating costs. We also expect an increase in costs associated with being a public company, including costs related to accounting, audit, legal, consulting fees, regulatory and tax-related services associated with maintaining compliance with applicable NYSE American and SEC requirements, additional director and officer insurance costs, and investor and public relations costs.

Research and Development

Research and development expenses include salaries and benefits of all research personnel, payments to contract research organizations, payments to research consultants, and the purchase of lab supplies.

During the three months ended September 30, 2025 and 2024, our research and development expenses by category were as follows:


	Three Months Ended September 30,
Expense Category:	2025		2024
Preclinical and clinical research and development activities	$	689,571	$	424,692
Chemistry, manufacturing and controls (CMC)	15,581		82,668
Personnel & consultants related expenses	474,926		508,447
Total research and development expenses	$	1,180,078	$	1,015,807

During the third quarter of fiscal 2025, research and development expenses increased by $164,271, or 16%, to $1,180,078 from the comparable prior period. The increase was primarily related to a net increase of $239,000 in research and development and clinical trial costs for our ATR-04 program as the program progresses through its clinical trial, an increase of $48,000 in research and development costs for our ATR-01 program, an increase of $29,000 in payroll and benefits due merit increases and an additional new hire, and an increase of $11,000 for lab supplies offset by a net decrease of $104,000 in research and development and clinical trial costs for our ATR-12 program as the program progresses its clinical trial, a decrease of $65,000 in clinical consultant expenditures related to our programs prior to entering into their clinical phases, and a net increase of $6,000 in other miscellaneous costs. There were no government and nonprofit grant revenue received for the periods ended September 30, 2025 and 2024. There were no refundable tax credits for the periods ended September 30, 2025 and 2024.

We expect our research and development expenses to significantly increase in the future due primarily to our planned clinical trial activity and continued development of product candidates.

Other Income

Our other income consists of interest income, interest expense, loss on issuance of stock, change in the valuation of warrants carried at fair value, and loss on foreign currency. During the third quarter of fiscal 2025, other income decreased by $1,915,760, or 100%, compared to the comparable period in fiscal 2024. The decrease was primarily related to a decrease of $4,000,000 attributable to the change in the valuation of the warrants, a decrease in interest income of $42,000 offset by a decrease of $2,200,000 attributable to the loss on issuance of stock.

We expect our future other income to be consistent with prior periods.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table summarizes our results of operations with respect to the items set forth below for the for the nine months ended September 30, 2025 and 2024 together with the percentage change for those items.


	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
Service revenue - related party
Total revenue	$	—	$	7,500	$	(7,500)	(100)	%
	—		7,500		(7,500)		(100)	%
Operating expenses:
General and administrative	4,908,057		4,951,155		(43,098)		(1)	%
Research and development	3,832,017		3,607,329		224,688		6	%
Total operating expenses	8,740,074		8,558,484		181,590		2	%

Loss from operations	(8,740,074)		(8,550,984)		(189,090)		2	%

Other income (expense):
Interest income	57,448		71,266		(13,818)		(19)	%
Interest expense	(2,133)		(6,548)		4,415		(67)	%



Change in fair value of warrants	330		4,033,996		(4,033,666)		(100)	%

Loss on issuance of common stock	—		(2,132,800)		2,132,800		(100)	%
Other (expense) income	(37,437)		10,711		(48,148)		(450)	%
Total other income	18,208		1,976,625		(1,958,417)		(99)	%

Loss before income taxes	(8,721,866)		(6,574,359)		(2,147,507)		33	%

Income tax expense	—		—		—		—	%



Net loss attributable to common shareholders	$	(8,721,866)	$	(6,574,359)	$	(2,147,507)	33	%

Service Revenue - Related Party

We generated $— of service revenue under the Bayer JDA during the first nine months of fiscal 2025 compared to service revenue of $7,500 under the JDA for the comparable period in fiscal 2024. The decrease of $7,500 in service revenue is attributable to a decrease in the amount of reimbursable development costs incurred in 2025. We do not expect any further service revenue at this time.

General and Administrative

General and administrative costs during the first nine months of fiscal 2025 decreased by $43,098, or 1%, to $4,908,057 from the prior year period. The decrease was primarily related to a decrease of $209,000 in legal fees primarily related to the write off of certain patent expenses and public company compliance initiatives, a decrease of $98,000 in salaries and benefits primarily due to a decrease in stock option expense as options vest, a decrease of $123,000 in financing costs primarily attributable to the 2024 payment to the previous investment bank offset by the increase costs associated with the establishment of our equity line of credit, a decrease in hiring costs of $20,000 primarily related to a compensation consultant, a decrease of $23,000 in insurance expense and a net decrease of approximately $26,000 in other overhead expenses offset by an increase of $195,000 in accounting costs primarily related to an increase in fees paid to external auditors and NYSE American, an increase of $134,000 for the use of business consultants which was primarily attributed to increased hours due to incremental public company compliance initiatives and business development efforts, an increase of $94,000 for public relations expenditures which increased due to additional services and an increase in our base rates, an increase of $33,000 for software and equipment.

Research and Development

During the nine months ended September 30, 2025 and 2024 our research and development expenses by category were as follows:


	Nine Months Ended September 30,
Expense Category:	2025		2024
Preclinical and clinical research and development activities	$	2,238,518	$	1,379,317
Chemistry, manufacturing and controls (CMC)	66,994		543,631
Personnel & consultants related expenses	1,526,505		1,684,381
Total research and development expenses	$	3,832,017	$	3,607,329

During the first nine months of fiscal 2025, research and development expenses increased by $224,688, or 6%, to $3,832,017 from the prior year period. The increase was primarily related to an net increase of $58,000 in research and development and clinical trial costs related to our ATR-12 program as the program progresses through its clinical trial, an increase of $189,000 in research and development and clinical trial costs in our ATR-04 program as the program progresses through its clinical trial, an increase of $109,000 in research and development costs related to our ATR-01 program as the program continues to progress, an increase in payroll and benefits of $76,000 due merit increases and an additional new hire, and an increase in lab supplies of $43,000 offset by a decrease of $211,000 in consultant expenditures related to our programs prior to entering into their clinical phases, and an overall net decrease of approximately $40,000 in other costs.

We expect our research and development expenses to significantly increase in the future due primarily to our planned clinical trial activity and continued development of product candidates.

Other Income

Our other income consists of interest income, loss on issuance of stock, loss on foreign currency translation, change in the valuation of warrants carried at fair value, loss on issuance of common stock, gain on disposal of property and equipment, and interest expense. During the first nine months of fiscal 2025, other income decreased by $1,958,417, or 99%, compared to the comparable period in fiscal 2024. The decrease was primarily related to a decrease of $4,000,000 attributable to the change in the valuation of the warrants, a net decrease of $48,000 in other (expense) income, a decrease of $14,000 of interest income, offset by decrease of $2,200,000.

We expect our future other income (expense) to be consistent with prior periods.

Financial Condition

As of September 30, 2025, we had total assets of approximately $4.3 million and working capital of approximately $0.4 million. As of September 30, 2025, our liquidity included approximately $1.4 million of cash and cash equivalents. We believe that our cash on-hand as of the date of this report will not be sufficient to cover our proposed plan of operations over the next twelve months. We intend to seek additional funds through various financing sources, including the sale of our equity and debt securities, federal grants, licensing fees for our technology and joint ventures with industry partners. In addition, we will consider alternatives to our current business plan that may enable us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, our common stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements

that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

As of the date of this filing, management has determined there is substantial doubt about our ability to continue as a going concern based on our lack of revenue from commercial operations, significant losses, and the need to raise additional capital to support ongoing operations. Our contractual commitments primarily consist of operating and financing leases with contractual undiscounted balances of $507,394, and $14,788, respectively as of September 30, 2025. Refer to Footnote 11 for more detailed information regarding our lease commitments. Additionally, as we continue to progress our product candidates through clinical trials, we will continue to incur additional costs related to our CRO's. It is common in our industry for the CRO's to require significant up-front cash payments prior to the beginning of such trial phases, and additional cash payments upon the achievement of certain milestones per the contracts' terms.

Cash Flows

The following table shows a summary of our cash flows for the periods indicated:


	Nine Months Ended September 30,
	2025		2024

Net cash used in operating activities	$	(8,331,514)	$	(7,597,539)

Net cash used in investing activities	$	(99,051)	$	(263,714)

Net cash provided by financing activities	$	5,277,724	$	13,325,498

Net (decrease) increase in cash	$	(3,152,841)	$	5,464,245

Operating Activities

During the first nine months of fiscal 2025, operating activities used $8.3 million of cash primarily driven by our net loss of $8.7 million. During the comparable period of fiscal 2024, operating activities used $7.6 million of cash primarily driven by our net loss of $6.6 million and by non-cash items of $1.0 million.

Investing Activities

During the first nine months of fiscal 2025, investing activities used $99,051 of cash driven by $87,000 in trademark and deferred patent costs and $15,000 for the purchase of equipment offset by $3,000 in proceeds from the sale of property and equipment. During the comparable period of fiscal 2024, investing activities used $263,714 of cash driven by $255,000 in trademark and deferred patent costs and $9,000 for the purchase of equipment.

Financing Activities

During the first nine months of fiscal 2025, financing activities provided $5.3 million in cash primarily driven by proceeds from our January and February 2025 follow-on public offerings and draws on our equity line of credit. During the comparable period of fiscal 2024, financing activities provided $13.3 million in cash primarily driven by proceeds from our February 2024 follow-on offering.

Critical Accounting Policies

During the nine months ended September 30, 2025, there were material changes to our critical accounting policies previously disclosed in our Form 10-K dated December 31, 2024 and filed with the SEC on February 24, 2025. We no longer consider our revenue recognition, and estimating the fair value of our common stock critical accounting policies as we currently do not have transactions that produce revenue, and since we are a publicly traded company, we no longer need to estimate the fair value of our common stock as the Company's common stock is traded on the NYSE American.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our condensed financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our condensed financial statements. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts and experience. The effects of material revisions in estimates, if any, will be reflected in the condensed financial statements prospectively from the date of change in estimates. There were no material changes to our critical accounting estimates as reported in our Form 10-K for the year ended December 31, 2024 and filed with the SEC on February 24, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as of September 30, 2025. In the course of that evaluation, we identified a material weakness as it relates to a lack of adequate segregation of accounting functions. We intend to increase staffing within our accounting infrastructure sufficient to facilitate proper segregation of accounting functions and to enable appropriate review of our internally prepared financial statements. Based upon the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include our expectations, beliefs, intentions and strategies regarding the future. You should carefully consider the risk factors discussed in the “Risk Factors” section in our Form 10-K for the year ended December 31, 2024 as, in light of those risks, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements. Other than as set forth below, there have been no material changes in the risk factors included in our 2024 Form 10-K. The risk factors described in our 2024 Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Changes in U.S. and international trade policies may adversely impact our business and operating results.

We currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to, and may continue to lead to, changes to U.S. and international trade policies. In April 2025, the U.S. government commenced collecting a 10% tariff on imports from many countries, with higher levies on goods from larger trading partners. If maintained, tariffs and the potential escalation of trade disputes with foreign countries could pose a risk to our business and could result in higher operating expenses. The extent and duration of any tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and other countries, the response of such countries, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply of materials we purchase from companies targeted with tariffs. The foreign country hardest hit by the U.S. tariffs to date has been China, however we do not currently import any goods or services from China. The tariffs have not been applied to the provision of services by foreign service providers as of the date of this filing, however there can be no assurance that the U.S. administration will not attempt to apply tariffs to the provision of overseas services going forward. There can be no assurance that U.S. policies on tariffs and international trade will not increase the cost of manufacturing our product candidates and supporting materials, and

import or export of raw materials and finished product candidates used in our and our collaborators’ preclinical studies and clinical trials.

Number

Exhibit Description

Method of Filing

3.1

Second Amended and Restated Certificate of Incorporation of the Registrant

Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 21, 2023.

3.2

Second Amended and Restated Bylaws of the Registrant

Incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 21, 2023.

3.3

Certificate of Amendment dated June 27, 2024 to Amended and Restated Certificate of Incorporation

Incorporated herein by reference to the Company's Form S-3 filed on July 1, 2024.

3.4

Certificate of Amendment filed with the Delaware Secretary of State on July 3, 2025

Incorporated herein by reference to the Company’s 8-K filed on July 3, 2025.

3.5

Amendment to Second Amended and Restated Bylaws of the Registrant

Incorporated herein by reference to the Company's Current Report on Form 8-K filed on August 12, 2024.

3.6

Certificate of Amendment filed with the Delaware Secretary of State on August 20, 2025

Incorporated herein by reference to the Company's 8-K filed on August 20, 2025.

10.1

Modification Agreement, dated August 26, 2025, by and between Azitra, Inc. and Alumni Capital LP.

Incorporated herein by reference to the Company's 8-K filed on August 29, 2025.

31.1

Certification under Section 302 of the Sarbanes-Oxley Act of 2002

Filed electronically herewith.

31.2

Certification under Section 302 of the Sarbanes-Oxley Act of 2002

Filed electronically herewith.

32.1

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

Filed electronically herewith.

SIGNATURES

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 thereunto duly authorized.


	AZITRA, INC.

Date: November 12, 2025	By:	/s/ Francisco D. Salva
		Francisco D. Salva,
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 12, 2025	By:	/s/ Norman Staskey
		Norman Staskey
		Chief Financial Officer
		(Principal Financial Officer)

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1A. Risk Factors

Exhibits

3.1 Second Amended and Restated Certificate of Incorporation of the Registrant Incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 21, 2023. 3.2 Second Amended and Restated Bylaws of the Registrant Incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 21, 2023. 3.3 Certificate of Amendment dated June 27, 2024 to Amended and Restated Certificate of Incorporation Incorporated herein by reference to the Company's Form S-3 filed on July 1, 2024. 3.4 Certificate of Amendment filed with the Delaware Secretary of State on July 3, 2025 Incorporated herein by reference to the Companys 8-K filed on July 3, 2025. 3.5 Amendment to Second Amended and Restated Bylaws of the Registrant Incorporated herein by reference to the Company's Current Report on Form 8-K filed on August 12, 2024. 3.6 Certificate of Amendment filed with the Delaware Secretary of State on August 20, 2025 Incorporated herein by reference to the Company's 8-K filed on August 20, 2025. 10.1 Modification Agreement, dated August 26, 2025, by and between Azitra, Inc. and Alumni Capital LP. Incorporated herein by reference to the Company's 8-K filed on August 29, 2025. 31.1 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 Filed electronically herewith. 31.2 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 Filed electronically herewith. 32.1 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Filed electronically herewith.

AZTR 10-Q Quarter ended Sept. 30, 2025

Exhibits