Azitra Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 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 (State or other jurisdiction ofincorporation or organization) 21 Business Park DriveBranford, CT06405(Address of principal executive offices and zip code) (203)-646-6446(Registrant’s telephone number, including area code) Name of each exchange on whichregistered NYSE American, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ 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 Actof 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 Rule405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was requiredto 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 reportingcompany 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: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on the attestation of its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 72623(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at whichthe common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter: $4,696,525. The number of shares of the registrant's common stock outstanding as of February26, 2026 was 16,192,438. TABLE OF CONTENTS PART I1Item 1.Business1Item 1A.Risk Factors39Item 1B.Unresolved Staff Comments67Item 1C.Cybersecurity67Item 2.Properties68Item 3.Legal Proceedings68Item 4.Mine Safety Disclosures68PART II68Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities68Item 6.Reserved69Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations70Item 7A.Quantitative & Qualitative79Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item 9A.Controls and Procedures81Item 9B.Other Information81Item 9C.Disclosure Regarding Foreign Jurisdiction that Prevent Inspections81PART III82Item 10.Directors, Executive Officers and Corporate Governance82Item 11.Executive Compensation84Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters89Item 13.Certain Relationships and Related Transactions, and Director Independence91Item 14.Principal Accountant Fees and Services92PART IV93Item 15.Exhibits and Financial Statement Schedules93Item 16.Form 10-K Summary96Signatures97 This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the