On September 28, 2026, Azitra, Inc. entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”). Under the terms of the agreement, the Company may issue and sell shares of its common stock, par value $0.0001 per share, to or through A.G.P. The aggregate offering price of these shares, referred to as the “Placement Shares,” is capped at $3,503,232.
The Company intends to use the net proceeds from the sale of the Placement Shares for working capital and general corporate purposes. The offer and sale of the Placement Shares will be conducted pursuant to an effective registration statement on Form S-3 (File No. 333-280648) filed with the U.S. Securities and Exchange Commission on July 1, 2024, as amended, and a prospectus supplement filed on September 28, 2026.
A.G.P. is authorized to sell the Placement Shares through any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act. This includes sales on or through the NYSE American, other existing trading markets, or to or through a market maker. The agreement will terminate upon the earlier of the sale of all Placement Shares, the expiration of the Registration Statement on the third anniversary of its initial effective date, or the termination of the Sales Agreement by either party.
Under the Sales Agreement, the Company will pay A.G.P. a cash fee equal to 3.0% of the gross proceeds from all sales of Placement Shares. The Company has agreed to reimburse A.G.P. for certain specified expenses. The Company has no obligation to sell any of the Placement Shares and may suspend offers or terminate the agreement at any time.
