06/16/2026 | Press release | Distributed by Public on 06/16/2026 06:02
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 15, 2026, Azitra, Inc. (the "Company") filed a certificate of amendment (the "Certificate of Amendment") to the Company's Second Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to increase the authorized shares of the Company's common stock, par value $0.0001 per share, from 200,000,000 to 750,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock (the "Authorized Share Increase"). The Authorized Share Increase was approved by stockholders at the Company's Annual Meeting as described in Item 5.07 below.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the "Current Report") and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 15, 2026, the Company reconvened its 2026 annual meeting of stockholders (the "Annual Meeting"), which was initially convened and then adjourned, without conducting any business on June 4, 2026. Proxies had been submitted by stockholders representing over one-third of the shares of the Company's common stock outstanding and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company's stockholders voted on eight proposals, each of which is described in more detail in the proxy statement for the Annual Meeting (the "Proxy Statement") filed with the U.S. Securities and Exchange Commission on May 8, 2026 and is incorporated herein by reference. The following is a brief description of the matters voted upon and the results.
Proposal No. 1. Stockholders approved the election of the four director nominees named in the Proxy Statement to serve as members of the Board of Directors (the "Board") of the Company until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the Proxy Statement for election to the Company's Board were the following individuals: Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer, with shares voted as follows:
| Name | For | Withheld |
Broker Non-Votes |
|||
| Francisco D. Salva | 639,815 | 576,647 | 4,861,794 | |||
| Travis Whitfill | 642,109 | 574,353 | 4,861,794 | |||
| Barbara Ryan | 1,087,320 | 129,142 | 4,861,794 | |||
| John Schroer | 643,985 | 572,477 | 4,861,794 |
Proposal No. 2. Stockholders approved the adoption of an amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of the Company's common stock from 200,000,000 shares to 750,000,000 shares, with shares voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 713,487 | 476,452 | 26,523 | 4,861,794 |
As described in Item 5.03 of this Current Report, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on June 15, 2026 to effect the Authorized Share Increase.
Proposal No. 3. Stockholders approved the adoption of an amendment to the Company's Certificate of Incorporation, and authorized the Company's Board, to effect one or more reverse stock splits, with shares voted as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 645,704 | 550,065 | 20,693 | 4,861,794 |