Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
August 02 2024 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/a
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Azitra Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
05479L104
(CUSIP Number)
Bios
Equity Partners, LP
1751 River Run, Suite 400
Fort Worth, Texas 76107
Tel: (817) 984-9197
|
Polsinelli
PC
1401 Eye Street NW, Suite 800
Washington, DC 20005
Attn: Rick Jordan
Shashi Khiani
Tel: (202) 783-3300 |
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
July 29, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1 |
NAME
OF REPORTING PERSONS
BIOS FUND I, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND I QP, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0-
|
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND II, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND II QP, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND II NT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND III, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND III QP, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS FUND III NT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS AZITRA CO-INVEST I, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS EQUITY PARTNERS, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS EQUITY PARTNERS II, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS EQUITY PARTNERS III, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
CAVU MANAGEMENT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS CAPITAL MANAGEMENT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
CAVU ADVISORS, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
BIOS ADVISORS GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
1 |
NAME
OF REPORTING PERSONS
LESLIE WAYNE KREIS, JR. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
3,035 (1) |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
3,035 (1) |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,035 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04% (2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) Consists of 3,035 shares of common stock
of the Issuer, par value $0.0001 per share (“Shares”) directly held by Circle K Invesco, LP (“Circle K”), over
which Mr. Kreis has sole voting and investment control. Circle K is wholly owned by Mr. Kreis.
(2) Based on 7,625,146 shares of Common Stock
outstanding upon the closing of an offering as reported in the Issuer’s Prospectus dated July 23, 2024.
1 |
NAME
OF REPORTING PERSONS
AARON GLENN LOUIS FLETCHER |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
5,401 (1) |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
5,401 (1) |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,401 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07% (2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) Consists of (i) 4,527 Shares directly held by Dr. Fletcher, (ii)
437 Shares directly held by KF Legacy Fund and (iii) 437 Shares directly held by MF Legacy Fund. KF Legacy Fund and MF Legacy Fund are
trusts formed for the benefit of Dr. Fletcher’s children each has an independent trustee.
(2) Based on 7,625,146 shares of Common Stock outstanding upon the
closing of an offering as reported in the Issuer’s Prospectus dated July 23, 2024.
This Amendment No. 1 (this “Amendment”) amends,
as set forth below, the statement on Schedule 13D, originally filed by the Reporting Persons with the U.S. Securities and Exchange Commission
(the “SEC”) on July 3, 2023 (the “Schedule 13D”). This Amendment amends Item 5 of the Schedule
13D. Except as specifically amended by this Amendment, each Item of the Schedule 13D remains unchanged. All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The primary purpose of amending the
Schedule 13D is to report certain open market sales of the Issuer’s Common Stock resulting in the Reporting Persons no longer beneficially
owning 5% of the shares of the Issuer’s Common Stock.
Item 5.
Interest in Securities of the Issuer.
Item 5(c) is hereby amended and supplemented as follows:
| (c) | Except for the following transactions, none of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge,
any of their respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer from
the 60 days prior to the date hereof. With respect to all transactions appearing in the table below, the Reporting Persons undertake
to provide full information regarding the number of Shares sold at each separate price within the range set forth below to the Issuer,
any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request. |
Reporting Person |
Date of
Transaction |
Transaction Type |
Number of
Shares of
Common
Stock Sold |
Maximum
Price per
share |
Minimum
Price per
share |
Average
Price per
share |
Bios Fund I, LP |
7/29/2024 |
Open Market Sale |
8,822 |
$0.8802 |
$0.9854 |
$0.9100 |
Bis Fund I QP, LP |
7/29/2024 |
Open Market Sale |
5,160 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund II, LP |
7/29/2024 |
Open Market Sale |
3,456 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund II QP, LP |
7/29/2024 |
Open Market Sale |
11,293 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund II NT, LP |
7/29/2024 |
Open Market Sale |
1,512 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund III, LP |
7/29/2024 |
Open Market Sale |
4,466 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund III QP, LP |
7/29/2024 |
Open Market Sale |
29,173 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund III NT, LP |
7/29/2024 |
Open Market Sale |
4,711 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Azitra Co-Invest I, LP |
7/29/2024 |
Open Market Sale |
4,813 |
$0.8802 |
$0.9854 |
$0.9100 |
Bios Fund I, LP |
7/30/2024 |
Open Market Sale |
17,826 |
$0.7700 |
$0.8115 |
$0.7661 |
Bis Fund I QP, LP |
7/30/2024 |
Open Market Sale |
10,427 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Fund II, LP |
7/30/2024 |
Open Market Sale |
6,985 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Fund II QP, LP |
7/30/2024 |
Open Market Sale |
22,821 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Fund II NT, LP |
7/30/2024 |
Open Market Sale |
3,054 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Fund III, LP |
7/30/2024 |
Open Market Sale |
9,026 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Fund III QP, LP |
7/30/2024 |
Open Market Sale |
58,950 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Fund III NT, LP |
7/30/2024 |
Open Market Sale |
9,520 |
$0.7700 |
$0.8115 |
$0.7661 |
Bios Azitra Co-Invest I, LP |
7/30/2024 |
Open Market Sale |
9,726 |
$0.7700 |
$0.8115 |
$0.7661 |
Item 5(e) is hereby amended and restated as follows:
| (e) | Each of the Reporting Persons ceased to be the beneficial owner of 5% as of July 25, 2024. |
SIGNATURE
After reasonable inquiry and to the best of his
or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: August 2, 2024
| BIOS FUND I, LP |
| |
| By: |
Bios Equity Partners, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr. |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher |
| |
|
|
|
Manager |
| BIOS FUND I QP, LP |
| |
| By: |
Bios Equity Partners, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| BIOS FUND II, LP |
| |
| By: |
Bios Equity Partners II, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr. |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher |
| |
|
|
|
Manager |
| BIOS FUND II QP, LP |
| |
| By: |
Bios Equity Partners II, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| BIOS FUND II NT, LP |
| |
| By: |
Bios Equity Partners II, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| BIOS FUND III, LP |
| |
| By: |
Bios Equity Partners III, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| BIOS FUND III QP, LP |
| |
| By: |
Bios Equity Partners III, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| BIOS FUND III NT, LP |
| |
| By: |
Bios Equity Partners III, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| BIOS AZITRA CO-INVEST, LP |
| |
| By: |
Bios Equity Partners II, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Leslie Wayne
Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
|
|
| |
|
|
By: |
/s/ Aaron Glenn
Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| |
|
|
|
| BIOS EQUITY PARTNERS, LP |
| |
| By: |
Cavu Management, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Advisors, LLC, |
| |
|
its general partner |
| |
|
|
|
| |
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
Manager |
| By: |
Bios Capital Management, LP, |
| |
its general partner |
| |
| |
By: |
Bios Advisors GP, LLC, |
| |
|
its general partner |
| |
|
|
|
| |
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
Manager |
| BIOS EQUITY PARTNERS II, LP |
| |
| By: |
Cavu Management, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Advisors, LLC, |
| |
|
its general partner |
| |
|
|
|
| |
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
Manager |
| |
|
|
|
| By: |
Bios Capital Management, LP, |
| |
its general partner |
| |
| |
By: |
Bios Advisors GP, LLC, |
| |
|
its general partner |
| |
|
|
|
| |
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
Manager |
| |
|
|
|
| BIOS EQUITY PARTNERS III, LP |
| |
| By: |
Cavu Management, LP, |
| |
its general partner |
| |
| |
By: |
Cavu Advisors, LLC, |
| |
|
its general partner |
| |
|
|
|
| |
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
Manager |
| |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
|
|
|
|
|
CAVU MANAGEMENT, LP |
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
Manager |
|
|
|
|
|
|
BIOS CAPITAL MANAGEMENT, LP |
|
|
|
By: |
Bios Advisors GP, LLC |
|
|
its general partner |
|
|
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
Manager |
|
|
|
|
|
|
CAVU ADVISORS, LLC |
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
|
|
Leslie Wayne Kreis, Jr., |
|
|
Manager |
|
|
|
|
|
|
BIOS ADVISORS GP, LLC |
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
|
|
Aaron Glenn Louis Fletcher, |
|
|
Manager |
|
|
|
|
|
|
/s/ Leslie Wayne Kreis, Jr. |
|
LESLIE WAYNE KREIS, JR., in his individual capacity |
|
|
|
/s/ Aaron Glenn Louis Fletcher |
|
AARON GLENN LOUIS FLETCHER, in his individual capacity |
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