Azitra sets up $3.5 million at-the-market stock sale facility with A.G.P.

Azitra, Inc. disclosed in a Form 8-K that on September 28, 2026, it entered into a sales agreement with A.G.P./Alliance Global Partners¹. Under the agreement, the company may issue and sell shares of its common stock, at its own discretion, up to an aggregate offering price of $3,503,232, through A.G.P. acting as sales agent¹.

The offering will proceed under Azitra's existing shelf registration. Sales of the placement shares will be made under the company's effective Form S-3 registration statement, originally filed with the SEC on July 1, 2024, amended July 5, 2024, and declared effective July 8, 2024, along with a prospectus supplement filed September 28, 2026¹.

A.G.P. has flexibility in how it executes sales. Shares may be sold through methods considered an "at the market offering" under Rule 415(a)(4), including sales on the NYSE American or other existing trading markets, or through a market maker¹. A.G.P. may also arrange negotiated sales with Azitra's prior written consent¹.

Azitra will compensate A.G.P. for its role. The company agreed to pay a commission of 3.0% of gross proceeds from any placement share sales¹, and separately agreed to cover certain of A.G.P.'s specified expenses¹.

Regarding use of funds, Azitra said it plans to direct any net proceeds toward working capital and general corporate needs¹.

The arrangement is not open-ended. It will end once all placement shares are sold, when the registration statement expires three years after its effective date under Rule 415(a)(5), or if either party terminates the agreement under its terms¹. Azitra is not obligated to sell any shares and can pause or end the program at any time¹.

Thompson Hine LLP provided a legal opinion on the validity of the placement shares¹, filed as an exhibit to the report.