Azitra Inc美股招股说明书(2025-07-24版)

This prospectus relates to the offering and resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 2,245,968 shares (the“Warrant Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”) issuable upon exercise of Common Stock purchase warrants (the prices. See the “Plan of Distribution” section of this prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of theWarrant Shares being registered pursuant to this prospectus. The Selling Stockholders may be deemed “underwriters” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”). commissions and similar expenses) incurred in registering the Warrant Shares, including legal and accounting fees. See “Plan of Distribution.”Our Common Stock is listed on the NYSE American under the symbol “AZTR.” The last reported sale price of our Common Stock on the NYSE Americanon July 22, 2025, was $0.23 per share.You should read this prospectus, together with additional information described under the headings “Where You Can Find Additional Information” and“Incorporation of Certain Information by Reference” carefully before you invest in any of our securities. upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.The date of this prospectus is July 23, 2025. numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section titled“Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the Certain information in the text of this prospectus or incorporated by reference is contained in independent industry government and non-governmentalorganizational publications. The sources of these publications are provided below: ●Oh Study, Zhou W, Spoto M, Hardy R, Guan C, Fleming E, Larson PJ, Brown JS, Oh J. Host-Specific Evolutionary and TransmissionDynamics Shape the Functional Diversification of Staphylococcus epidermidis in Human Skin. Cell. 2020 Feb 6;180(3):454-470.e18. doi:10.1016/j.cell.2020.01.006. Epub 2020 Jan 30. PMID: 32004459; PMCID●Satoh Study, Satoh TK, Mellett M, Meier-Schiesser B, Fenini G, Otsuka A, Beer HD, Rordorf T, Maul JT, Hafner J, Navarini AA, ContassotE, French LE. IL-36γ drives skin toxicity induced by EGFR/MEK inhibition and commensal Cutibacterium acnes. J Clin Invest. 2020 Mar2;130(3):1417-1430. Doi: 10.1172/JCI128678. PMID: 31805013; PMCID: PMC7269569●Barbati Study, Netherton Syndrome in Children: Management and Future Perspectives, Federica Barbati, Mattia Giovannini Teresa Oranges,Lorenzo Lodi, Simona Barni, Elio Novembre, Ermanno Baldo, Mario Cristofolini, Stefano Stagi, Silvia Ricci, Francesca Mori, CesareFilippeschi, Chiara Azzari and Giuseppe Indol; Frontiers in Pediatrics, May 2021●Sun Study, Netherton syndrome: A case report and review of the literature, Joannie D. Sun, MD, and Kenneth G. Linden, PhD, MD,International Journal of Dermatology 2006●Orphanet, Netherton Syndrome, Orphanet: Netherton syndrome1 Common Stock, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 8 and the financial statements and related notesincluded in this prospectus or incorporated by reference herein.Our Company and topical live biotherapeutic products. We have built a proprietary platform that includes a microbial library comprised of approximately 1,500 unique bacterialstrains that can be screened for unique therapeutic characteristics. The platform is augmented by an artificial intelligence and machine learning technology thatanalyzes, predicts and helps screen our library of strains for drug-like molecules. The platform also utilizes a licensed genetic engineering technology, which canenable the transformation of previously genetically intractable strains. Our initial focus is on the development of genetically engineered strains ofStaphylococcusepidermidis, or S. epidermidis, which we consider to be an optimal therapeutic candidate species for engineering of dermatologic therapies. The particular species 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 librarybacterial strains to create new therapeutics that are either engineered living organisms or engineered proteins or peptides to treat skin diseases. Our initial focus is onthe development of our current programs, including:●ATR-12, which includes a genetically modified strain ofS. epidermidisfor treating the orphan disease, Netherton syndrome, a chronic andsometimes fatal disease of the skin estimated to affect approximately one