Asfiled with the U.S. Securities and Exchange Commission on August 29, 2025.

RegistrationNo. 333-

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

AZITRA,INC.

(Exactname of registrant as specified in its charter)

21Business Park Drive

Branford,CT 06405

(203)646-6446

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

FranciscoD. Salva

21Business Park Drive

Branford,CT 06405

(203)646-6446

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Ifan 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 to Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effectiveon such date as the Commission, acting pursuant to said Section 8(a), may determine.

Theinformation contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer tosell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Upto 10,204,081 Shares of Common Stock

Upto 10,204,081 Pre-Funded Warrants to Purchase Shares of Common Stock

Upto 408,163 Placement Agent Warrants to Purchase Shares of Common Stock

Upto 10,204,081 Shares of Common Stock Underlying the Pre-Funded Warrants

Upto 408,163 Shares of Common Stock Underlying the Placement Agent Warrants

Weare offering on a best efforts basis up to 10,204,081 shares of our common stock, par value $0.0001 per share (the “commonstock”). The assumed public offering price for each share is $0.98, which was the last reported sale price of our commonstock on the NYSE American on August 28, 2025. See “Description of Securities” in this prospectus for more information.

Weare also offering to each purchaser of common stock whose purchase of shares of our common stock in this offering would otherwise resultin the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the electionof the holder, 9.99%) of our outstanding shares of common stock immediately following consummation of this offering, the opportunityto purchase, if the purchaser so chooses, Pre-Funded Warrants. Each Pre-Funded Warrant will be exercisable for one share of our commonstock. The purchase price of each Pre-Funded Warrant will be $0.0001 per share. For each Pre-Funded Warrant that we sell, the numberof shares of our common stock that we are offering will be decreased on a one-for-one basis. The Pre-Funded Warrants will not be listedon the NYSE American and are not expected to trade in any market; however, we anticipate that the shares of our common stock to be issuedupon exercise of the Pre-Funded Warrants will trade on the NYSE American. We are also registering the shares of common stock issuableupon exercise of the Pre-Funded Warrants and placement agent warrants pursuant to this prospectus.

Thisoffering will terminate on the earlier of October 1, 2025 and two trading days following the effective date of the registrationstatement that this prospectus forms a part, unless completed sooner or we decide to terminate the offering (which we may do at any timein our discretion) prior to that date. We will deliver all securities to be issued in connection with this offering delivery versus payment/receiptversus payment upon receipt by us of investor funds. We will have one closing for all the securities purchased in this offering. Accordingly,neither we nor the placement agent (as defined below) have made any arrangements to place investor funds in an escrow account or trustaccount since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

Ourcommon stock is listed on the NYSE American under the symbol “AZTR.” The last reported sale price of our common stock onthe NYSE American on August 28, 2025, was $0.98 per share. The recent market price used throughout this prospectus maynot be indicative of the actual public offering price. The actual public offering price may be based upon a number of factors, includingour history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of ourexecutive officers and the general condition of the securities markets at the time of this offering. There is no established public tradingmarket for the Pre-Funded Warrants and we do not expect a market for one to develop. We do not intend to list the Pre-Funded Warrantson the NYSE American, any other national securities exchange or any other trading system. Without an active trading market, the liquidityof the Pre-Funded Warrants will be limited.

Wehave engaged Maxim Group LLC, referred to herein as Maxim or the placement agent, to act as our exclusive placement agent in connectionwith this offering. The placement agent has agreed to use its reasonable best-efforts to arrange for the sale of the securities offeredby this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent isnot required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placementagent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement asa condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering,we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, andinvestors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue ourbusiness goals described in this prospectus. We will bear all costs associated with the offering. See “Plan of Distribution”on page 25 of this prospectus for more information regarding these arrangements.

Weare an “emerging growth company” under the U.S. federal securities laws and have elected to comply with certain reduced publiccompany reporting requirements.

OnAugust 21, 2025, a reverse stock split of our outstanding shares of common stock took effect at a ratio of one-for-six and sixty sixhundredths (1:6.66) (the “Reverse Stock Split”), which was approved by our board of directors (the “Board”) andstockholders, and consummated pursuant to a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporationfiled with the Secretary of State of Delaware on August 20, 2025. The Reverse Stock Split did not affect the total number of shares ofcapital stock, including our common stock, that we are authorized to issue, which remain as set forth pursuant to the Second Amendedand Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”). Unless the context expresslydictates otherwise, all references to share and per share amounts referred to in this prospectus give effect to the Reverse Stock Split.

Investingin our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 10.

Neitherthe Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thedelivery to purchasers of the shares of common stock in this offering is expected to be made on or about             , 2025, subject to satisfactionof certain customary closing conditions.

MaximGroup LLC

Thedate of this prospectus is             , 2025.

Tableof Contents

Youshould rely only on the information contained in this prospectus or incorporated by reference. We have not authorized any other personto provide you with information different from or in addition to that contained in this prospectus, and we take no responsibility forany other information others may give you. If anyone provides you with different or inconsistent information, you should not rely onit. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. Except as otherwisestated, you should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of thisprospectus and that the information in any report incorporated by reference is accurate only as of the date of such report. Our business,financial condition, results of operations and prospects may have changed since such dates.

Noaction is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distributionof this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United Statesare required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicableto that jurisdiction.

Asused in this prospectus, unless the context indicates or otherwise requires, “the Company,” “our Company,” “we,”“us,” and “our” refer to Azitra, Inc., a Delaware corporation.

INDUSTRYAND MARKET DATA

Thisprospectus contains or incorporates by reference observations, statistical data, estimates, and forecasts that are based on independentindustry, government and non-government organization publications or other publicly available information, as well as other informationbased on our internal sources. Although we believe that the third-party sources referred to in this prospectus or incorporated by referenceare reliable, estimates as they relate to projections involve numerous assumptions, are subject to risks and uncertainties, and are subjectto change based on various factors, including those discussed under the section titled “Risk Factors” and elsewherein this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by theindependent parties and by us.

Certaininformation in the text of this prospectus or incorporated by reference is contained in independent industry government and non-governmentalorganizational publications. The sources of these publications are provided below:

PROSPECTUSSUMMARY

Thissummary highlights certain information appearing elsewhere in this prospectus. Investing in our common stock involves a high degree ofrisk. Because it is only a summary, it does not contain all of the information that you should consider before investing in our commonstock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewherein this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including “RiskFactors” beginning on page 10 and the financial statements and related notes included in this prospectus or incorporated by reference.

OnAugust 21, 2025, we effected the Reverse Stock Split. Unless otherwise noted, all historical share and per share amounts reflected inthis prospectus have been adjusted to reflect the Reverse Stock Split.

OurCompany

Weare an early-stage clinical biopharmaceutical company focused on developing innovative therapies for precision dermatology using engineeredproteins and topical live biotherapeutic products. We have built a proprietary platform that includes a microbial library comprised ofapproximately 1,500 unique bacterial strains that can be screened for unique therapeutic characteristics. The platform is augmented byan artificial intelligence and machine learning technology that analyzes, predicts and helps screen our library of strains for drug-likemolecules. The platform also utilizes a licensed genetic engineering technology, which can enable the transformation of previously geneticallyintractable strains. Our initial focus is on the development of genetically engineered strains of Staphylococcus epidermidis, orS. epidermidis, which we consider to be an optimal therapeutic candidate species for engineering of dermatologic therapies. Theparticular species demonstrates a number of well-described properties in the skin. As of the date of this prospectus, we have identifiedamong our microbial library over 60 distinct bacterial species that we believe are capable of being engineered to create living organismsor engineered proteins with significant therapeutic effect.

Weare a pioneer in genetically engineered bacteria for therapeutic use in dermatology. Our goal is to leverage our platforms and internalmicrobial library bacterial strains to create new therapeutics that are either engineered living organisms or engineered proteins orpeptides to treat skin diseases. Our initial focus is on the development of our current programs, including:

Wealso have established partnerships with teams from Carnegie Mellon University and the Fred Hutchinson Cancer Center, or Fred Hutch, twoof the premier academic centers in the United States. Our collaboration with the Carnegie Mellon based team also takes advantage of thepower of whole genome sequencing. This partnership is mining our proprietary library of bacterial strains for novel, drug like peptidesand proteins. The artificial intelligence/machine learning technology developed by this team predicts the molecules made by microbesfrom their genetic sequences. The system then compares the predictions to the products actually made through tandem mass spectroscopyand/or nuclear magnetic resonance imaging to refine future predictions. The predictions can be compared to publicly available 2D and3D protein databases to select drug like structures.

Wehold an exclusive, worldwide license from Fred Hutch regarding the use of its patented SyngenicDNA Minicircle Plasmid, or SyMPL, technologiesfor all fields of genetic engineering, including to discover, develop and commercialize engineered microbial therapies and microbial-derivedpeptides and proteins for skin diseases. We are utilizing our licensed patent rights to build plasmids in order to make genetic transformationsthat have never been previously achieved. To date, our team has successfully engineered our lead therapeutic candidates without the SyMPLtechnology. However, we believe that SyMPL will open up the ability to make genetic transformations of an expanded universe of microbialspecies, and we expect that some or all of our future product candidates will incorporate the SyMPL technology.

OurStrategy

Beyondour three lead product candidates, our goal is to develop a broad portfolio of product candidates focused on expanding the applicationof our platforms for precision dermatology. We believe that we have established a unique position in advancing the development of biologicsfor precision dermatology.

Weintend to create a broad portfolio of product candidates for precision dermatology through our development of genetically engineeredproteins selected from our proprietary microbial library of approximately 1,500 unique bacterial strains. Our strategy is as follows:

OurIntellectual Property

Asof the date of this prospectus, we own seven issued U.S. patents, ten pending U.S. patent applications, one pendingPCT applications and 82 other foreign patents and patent applications that are important to the development of our business.

OurLeadership Team

Weare led by Francisco D. Salva, our chief executive officer, and Dr. Travis Whitfill, our co-founder and chief operating officer, whohave more than 35 years of combined experience in the management of biotechnology companies and healthcare investing. Mr. Salva was previouslya co-founder of Acerta Pharma, which was sold to AstraZeneca for approximately $6.3 billion in a staged acquisition in 2016. He alsoworked on the turnaround of Pharmacyclics, which subsequently sold to Abbvie for approximately $21 billion in 2015. Before that, Mr.Salva spent almost a decade in life sciences venture capital. Dr. Whitfill served as associate research scientist and serves as assistantprofessor adjunct at Yale University with appointments in the Departments of Pediatrics and Emergency Medicine. He spent nearly a decadein venture capital as a partner in a biotech-focused venture capital fund, Bios Partners. He has led numerous grant-funded projects,holds nearly a dozen patents and has co-authored over 60 publications. Our Board is comprised of renowned group of senior executivesand investors in the biotechnology industry.

OurCompetitive Strengths

Weare a pioneer in genetically engineering bacteria for therapeutic use in dermatology clinical trials. We have built a proprietary platformthat includes a microbial library comprised of approximately 1,500 unique bacterial strains that are screened for therapeutic characteristicsas well as lead drug candidates. Furthermore, we have exclusively licensed a novel technology, which potentially enables the genetictransformation of previously intractable bacterial microbes. The history of recombinant protein engineering in biotech has traditionallybeen limited to less than 20 species. Our licensed technology opens up the potential to genetically engineer thousands of microbial speciesto build proteins and peptides that have never been previously built. Our management team has significant experience in discovering,developing, manufacturing and commercializing therapeutics. The members of our leadership team have specialized expertise developed atcompanies including Pharmacyclics, Acerta Pharma, Castle Creek Biosciences, VYNE Therapeutics (fka Menlo Therapeutics), Revance Therapeutics,Biogen, Novartis and Connetics Corp.

OurMarket Opportunity

Webelieve there are significant market opportunities to capture in each of our addressable markets. The dermatology market itself has shownconsiderable growth over the last decade and is predicted to continue to grow. According to Vision Research Reports, the dermatologydrug market surpassed $17 billion in 2021 and is expected to grow at a compound annual growth rate of 8.8% through 2030. Our first productcandidate to emerge from our platform focuses on the orphan indication of Netherton syndrome. Based on the Barbati and Sun Studies, webelieve that this product candidate represents a potential $250 million global sales opportunity by mid-2030. Our second product candidatefocuses on papulopustular rash due to EGFR inhibitors. We believe this product candidate represents a potential $1 billion global salesopportunity by 2030. The diseases we intend to target are well characterized, often by a monogenic genetic mutation. Additionally, theera of genomic sequencing has ushered in unprecedented progress in genetic testing. The defined molecular pathophysiology of over 100rare skin diseases has now been defined.

RecentDevelopments

January2025 Offering

OnJanuary 14, 2025, the Company entered into a placement agency agreement (the “January 2025 Placement Agency Agreement”) withMaxim Group LLC in connection with the offer and sale to investors of up to 729,396 shares (the “January 2025 Shares”) ofthe Company’s common stock, at an offering price of $2.00 per January 2025 Share (the “January 2025 Offering”). Inconnection with the January 2025 Offering, the Company entered into a securities purchase agreement (the “January 2025 PurchaseAgreement”) with certain of the purchasers in the January 2025 Offering. The aggregate gross proceeds to the Company from the January2025 Offering were approximately $1.5 million, before deducting placement agent fees and other estimated offering expenses. The January2025 Offering closed on January 16, 2025.

Maximacted as the Company’s exclusive placement agent in the January 2025 Offering. Pursuant to the terms of the January 2025 PlacementAgency Agreement, the Company agreed to pay Maxim a cash fee equal to 7.0% of the aggregate gross proceeds raised in the January 2025Offering. The Company also agreed to reimburse Maxim for certain expenses. As additional compensation, the Company agreed to issue toMaxim (or its designees) an unregistered warrant (the “Placement Agent Warrant”) to purchase an aggregate of 29,175 sharesof common stock (the “Placement Agent Warrant Shares”), which represents 4.0% of the aggregate number of January 2025 Sharessold in the January 2025 Offering, at an exercise price per share equal to 125% of the offering price of each January 2025 Share, or$2.50. The Placement Agent Warrants are exercisable six (6) months from the date of issuance and expire five years from the commencementof sales in the January 2025 Offering. The Placement Agent Warrant may be exercisable via “cashless exercise” in certaincircumstances.

February2025 Offering

OnFebruary 4, 2025, the Company entered into a placement agency agreement (the “February 2025 Placement Agency Agreement”)with Maxim in connection with the offer and sale to investors (the “February Investors”) of shares of the Company’scommon stock, at an offering price of $1.86 per February 2025 Share (the “February 2025 Offering”). In connection with theFebruary 2025 Offering, the Company entered into an amended and restated securities purchase agreement (the “February 2025 PurchaseAgreement”) with the February Investors for the sale of 374,702 shares (the “February 2025 Shares”) of the Company’scommon stock. The aggregate gross proceeds to the Company from the February 2025 Offering were approximately $695,001, before deductingplacement agent fees and other estimated offering expenses. The February 2025 Offering closed on February 6, 2025.

Maximacted as the Company’s exclusive placement agent in the February 2025 Offering. Pursuant to the terms of the February 2025 PlacementAgency Agreement, the Company agreed to pay Maxim a cash fee up to 7.0% of the aggregate gross proceeds raised in the February 2025 Offering.The Company also agreed to reimburse Maxim for certain expenses.

Additionally,on February 6, 2025, in connection with the February Investors’ agreement to enter into the amendment to the February 2025 PurchaseAgreement, the Company and the February Investors entered into a letter agreement (the “Letter Agreement”), pursuant to whichthe Company (i) issued the February Investors warrants to purchase up to 337,232 shares of common stock, in the aggregate (the “FebruaryWarrants”), and (ii) granted the Investors a right for two years from the closing date of the Letter Agreement, to participatein future financings of the Company in an aggregate amount equal to 50% of such financings. Pursuant to the terms of the Letter Agreement,on July 18, 2025, the Company filed a registration statement on Form S-1 (File No. 333-288766) covering the issuance of the shares ofcommon stock underlying the February 2025 Warrants, which became effective on July 23, 2025. The February 2025 Warrants became exercisableon the six-month and one day anniversary of their issuance, and their exercise price is $3.60.

April2025 Transaction

OnApril 24, 2025, we entered into a purchase agreement (the “ELOC Purchase Agreement”) with Alumni Capital LP (“Alumni”)through which the Company has the right, but not the obligation, to sell to Alumni, and Alumni is obligated to purchase, up to an aggregateof $20 million (the “Investment Amount”) of shares (the “ELOC Shares”) of the Company’s common stock ina series of purchases. Upon each purchase, Alumni receives warrants to purchase such number of shares of the Company’s common stockequal to 10% of the number of ELOC Shares purchased in the related purchase (the “ELOC Warrants”).

OnApril 28, 2025, we filed with the SEC a registration statement on Form S-1 (File No. 333-286809) to register the resale of 11,047,837shares of common stock, which represents (i) 10,043,488 ELOC Shares that we may issue and sell to Alumni under the ELOC Purchase Agreementand (ii) 1,004,349 shares of common stock underlying the ELOC Warrants that are issuable upon exercise of the ELOC Warrants that we mayissue to Alumni in connection with any single fixed purchase under the ELOC Purchase Agreement. The Form S-1 was declared effective onMay 1, 2025.

Further,on August 26, 2025, the Company entered into a Modification Agreement (the “Modification Agreement”) with Alumni wherebythe Company may at its election, cause the Purchaser to make a series of purchases of ELOC Shares either at (i) the lowest daily volumeweighted average price of the Common Stock during the period commencing on the date that the Company delivers written notice (the “PurchaseNotice”) and ending on the earlier of (a) five (5) business days immediately following the date of a Purchase Notice, and (b) thedate on which the Purchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 90% (“PurchaseNotice Option 1”) or (ii) the lowest traded price of Common Stock during the period commencing on the date the Company deliversa Purchase Notice and ending on the earlier of (x) the same business day a Purchase Notice is delivered, and (y) the date on which thePurchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multiplied by 97% (“Purchase NoticeOption 2”).

Dependingon the market prices of the Company’s common stock at the time it elects to issue and sell ELOC Shares and ELOC Warrants to Alumniunder the ELOC Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stockin order to receive aggregate gross proceeds equal to the full Investment Amount.

ReverseStock Split

OnDecember 31, 2024, our Board unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders fortheir approval a proposal to authorize the Board, in its discretion, to amend our Certificate of Incorporation, as amended, to effecta reverse stock split of our issued and outstanding Common Stock at a ratio within the range of not less than 1-for-2 and not greaterthan 1-for-7, with the exact ratio within such range to be determined at the sole discretion of the Board at a later date. On February20, 2025, at Azitra’s Special Meeting of Stockholders, stockholders approved the reverse stock split, granting the Board the authority,without further action by the stockholders, to carry out such action, with the exact ratio and timing to be determined at the discretionof the Board.

OnAugust 7, 2025, our Board determined to implement a reverse stock split of all the Company’s outstanding shares, par value $0.0001per share, at a ratio of one for six and sixty-six hundredths (1:6.66) that went effective at 12:01 AM ET on August 21, 2025 (“EffectiveDate”). On the Effective Date, Azitra’s shares of common stock issued and outstanding were reduced from 23,476,354 to approximately3,524,968 shares of common stock issued and outstanding. No fractional shares were issued in connection with the Reverse StockSplit. Instead, in lieu of any fractional shares to which a stockholder of record would have otherwise been entitled as a result of theReverse Stock Split, we paid (without interest) equal to such fraction multiplied by the average of the closing sales prices of our commonstock on the NYSE American during regular trading hours for the five consecutive trading days immediately preceding the effective dateof the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split).

Azitra’sshares of common stock commenced trading on a split-adjusted basis when the NYSE American opened on August 21, 2025, and continue totrade under our existing symbol “AZTR.” The new CUSIP number for the common stock following the Reverse Stock Split is 05479L302.

TheReverse Stock Split affected all issued and outstanding shares of common stock and securities convertible into common stock. All outstandingoptions, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of commonstock have been adjusted as a result of the Reverse Stock Split by decreasing the number of shares acquirable pursuant to the ratio of1:6.66 and increasing the exercise or conversion price, as applicable, by the same ratio, as required by the terms of such security.The number of shares of common stock available to be awarded under the Company’s equity incentive plans were also proportionatelyadjusted.

OurCorporate Information

Wewere incorporated under the laws of the state of Delaware on January 2, 2014. Our principal executive offices are located at 21 BusinessPark Drive, Branford, Connecticut 06405, and our telephone number is (203) 646-6446. Our website address is www.azitrainc.com. The informationcontained in, or accessible through, our website is not incorporated by reference into this prospectus, and you should not consider anyinformation contained in, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchaseour common stock or Pre-Funded Warrants.

Weown U.S. and foreign registered trademarks, including our company name. All other trademarks or trade names referred to in this prospectusare the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred towithout the symbols ® and ™, but such references should not be construed as any indication that their respective owners willnot assert, to the fullest extent under applicable law, their rights thereto.

AdditionalInformation

Foradditional information related to our business and operations, please refer to the reports incorporated herein by reference, includingour Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 24, 2025, which we refer to asthe 2024 Form 10-K, as described in the section entitled “Incorporation of Certain Documents by Reference” in thisprospectus.

Implicationsof Being an Emerging Growth Company

TheJumpstart Our Business Startups Act, or the JOBS Act, was enacted in April 2012 with the intention of encouraging capital formation inthe United States and reducing the regulatory burden on newly public companies that qualify as “emerging growth companies.”We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certainexemptions from various public reporting requirements, including:

Wemay take advantage of the exemptions under the JOBS Act discussed above until we are no longer an emerging growth company. We will remainan emerging growth company until the earliest to occur of (1) the last day of the fiscal year in which we have $1.235 billion or morein annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securitiesheld by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debtsecurities; or (4) the last day of the fiscal year ending after the fifth anniversary of the IPO.

Wemay choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We have chosen to take advantage ofall of the other exemptions discussed above. Accordingly, the information contained herein and in our subsequent filing with the SECmay be different than the information you receive from other public companies in which you hold stock.

Forcertain risks related to our status as an emerging growth company, see the disclosure elsewhere in this prospectus under “RiskFactors—Risks Related to this Offering and Owning Our Common Stock—We are an ‘emerging growth company’ underthe JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our commonstock less attractive to investors.”

Implicationsof Being a Smaller Reporting Company

Additionally,we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may takeadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock heldby non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenuesequaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equalsor exceeds $700 million as of the end of that year’s second fiscal quarter.

THEOFFERING

Thenumber of shares of our common stock to be outstanding after this offering is based on approximately 5,404,968 shares of our commonstock outstanding as of August 28, 2025, and excludes:

Unlesswe indicate otherwise or unless the context otherwise requires, all information in this prospectus assumes the following:

SUMMARYRISK FACTORS

Ourbusiness is subject to numerous risks, including risks that may prevent us from achieving our business objectives or adversely affectour business, results of operations, cash flows, and prospects. You should carefully consider the risks discussed below and further discussedin the section “Risk Factors” immediately following this prospectus summary, including the risk factors incorporatedby reference from our 2024 Form 10-K, before investing in our securities.

RISKFACTORS

Anyinvestment in our securities involves a high degree of risk. You should carefully consider the risks described below and set forth inthe section “Risk Factors” in our 2024 Form 10-K, as well as any amendment or update to our risk factors reflected in subsequentfilings with the SEC, which are incorporated by reference in this prospectus, and all other information contained in this prospectusand incorporated by reference in this prospectus, before you make a decision to invest in our securities. Please note that the riskshighlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently considerimmaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presentlyunknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event,the trading price of our common stock could decline and you could lose all or part of your investment.

RisksRelating to this Offering

Asan investor, you may lose all of your investment.

Investingin our securities involves a high degree of risk. As an investor, you may never recoup all, or even part, of your investment and youmay never realize any return on your investment. You must be prepared to lose all of your investment.

Wewill need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonableterms or at all.

Asof June 30, 2025, we had total assets of $3,956,022 and working capital of $347,329. We believe that net proceeds of this offering, alongwith our cash on hand as of the date of this prospectus, will not be sufficient to cover our proposed plan of operations over, at least,the next 12 months. We intend to seek additional funds through various financing sources, including the sale of our equity, licensingfees for our technology and joint ventures with industry partners. In addition, we will consider alternatives to our current businessplan that may enable to us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital.However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financingis not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations,in which case you may lose your entire investment.

Thereport of our independent registered public accounting firm for the year ended December 31, 2024 states that due to our accumulated deficit,recurring and negative cash flow from operations there is substantial doubt about our ability to continue as a going concern.

Thisoffering is being made on a best-efforts basis and we may sell fewer than all of the securities offered hereby and may receive significantlyless in net proceeds from this offering, which will provide us only limited working capital.

Thisoffering is being made on a best-efforts basis and we may sell fewer than all of the securities offered hereby and may receive significantlyless in net proceeds from this offering. The placement agent has no obligation to buy any of the securities from us or to arrange forthe purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities oramount of proceeds that must be sold as a condition to completion of this offering. Because there is no minimum number of securitiesor amount of proceeds required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceedsto us are not presently determinable and may be substantially less than the maximum amounts set forth above. Assuming that we receive$8.95 million of net proceeds from this offering (based on gross offering proceeds of $10 million), we believe that the net proceedsfrom this offering, together with our cash on hand, will satisfy our capital needs until October 2026 under our current business planand assuming that we receive $6.95 million of net proceeds from this offering (based on gross offering proceeds of $8 million), we believethat the net proceeds from this offering, together without cash on hand, will satisfy our capital needs until September 2026 under ourcurrent business plan. In the event that we pause, slow down or discontinue any of our developmental programs, the proceeds we receivefrom this offering may satisfy our capital needs longer than October 2026.

Becausewe will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in waysin which you disagree.

Weintend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds”for additional information. Accordingly, our management will have significant discretion and flexibility in applying the net proceedsof this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will nothave the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possiblethat the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our managementto use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

Themarket price of our shares may be subject to fluctuation and volatility. You could lose all or part of your investment.

Themarket price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control.The market price of our shares on the NYSE American may fluctuate as a result of a number of factors, some of which are beyond our control,including, but not limited to:

Thesefactors and any corresponding price fluctuations may materially and adversely affect the market price of our shares and result in substantiallosses being incurred by our investors. In the past, following periods of market volatility, public company stockholders have often institutedsecurities class action litigation. If we were involved in securities litigation, it could impose a substantial cost upon us and divertthe resources and attention of our management from our business.

Thereis no public market for the Pre-Funded Warrants being offered in this offering.

Thereis no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market todevelop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any securities exchange or nationally recognized tradingsystem, including the NYSE American. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Resalesof our shares of common stock in the public market by our stockholders as a result of this offering may cause the market price of ourshares of common stock to fall.

Weare registering 10,204,081 shares of common stock (including shares of common stock issuable upon exercise of the Pre-Funded Warrants).Sales of substantial amounts of our shares of common stock in the public market, or the perception that such sales might occur, couldadversely affect the market price of our shares of common stock. The issuance of new shares of common stock could result in resales ofour shares of common stock by our current shareholders concerned about the potential ownership dilution of their holdings. Furthermore,in the future, we may issue additional shares of common stock or other equity or debt securities exercisable or convertible into sharesof common stock. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock priceto decline.

Ifyou purchase our securities in this offering, you may experience future dilution as a result of future equity offerings or other equityissuances, including pursuant to our equity incentive plans.

Inorder to raise additional capital, we believe that we will offer and issue additional shares of our common stock or other securitiesconvertible into or exchangeable for our common stock in the future. We are generally not restricted from issuing additional securities,including shares of common stock, securities that are convertible into or exchangeable for, or that represent the right to receive, commonstock or substantially similar securities. We also expect to issue common stock to employees, consultants and directors pursuant to ourequity incentive plans. The issuance of securities in future offerings, as well as our ELOC Purchase Agreement, may cause dilutionto our stockholders, including investors in this offering. We cannot assure you that we will be able to sell shares or other securitiesin any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, andinvestors purchasing other securities in the future could have rights superior to existing stockholders. The price per share at whichwe sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactionsmay be higher or lower than the price per share in this offering. Further, we may choose to raise additional capital due to market conditionsor strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Wemay not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.

EachPre-Funded Warrant will be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise.Accordingly, there can be no assurance that we will receive any meaningful additional funds upon the exercise of the Pre-Funded Warrants.

Holdersof the Pre-Funded Warrants purchased in this offering will have no rights as common stockholders until such holders exercise such warrantsand acquire shares of our common stock.

Untilholders of the Pre-Funded Warrants acquire shares of our common stock upon exercise thereof, holders of such Pre-Funded Warrants willhave no rights with respect to the shares of our common stock underlying such warrants. Upon exercise of the Pre-Funded Warrants, suchholders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after theexercise date.

Significantholders or beneficial holders of shares of our common stock may not be permitted to exercise the Pre-Funded Warrants that they hold.

Aholder of the Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect tosuch exercise, would cause: (i) the aggregate number of shares of our common stock beneficially owned by such holder (together with itsaffiliates) to exceed 4.99% (or, upon election of holder, 9.99%) of the number of shares of our common stock outstanding immediatelyafter giving effect to the exercise; or (ii) the combined voting power of our securities beneficially owned by such holder (togetherwith its affiliates) to exceed 4.99% (or, upon election of holder, 9.99%) of the combined voting power of all of our securities outstandingimmediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-FundedWarrants. As a result, you may not be able to exercise your Pre-Funded Warrants for shares of our common stock at a time when it wouldbe financially beneficial for you to do so. In such a circumstance, you could seek to sell your Pre-Funded Warrants to realize value,but you may be unable to do so in the absence of an established trading market and due to applicable transfer restrictions.

Ourfailure to meet the continued listing requirements of the NYSE American could result in a delisting of our common stock.

Ifwe fail to satisfy the continued listing requirements of the NYSE American, such as the corporate governance requirements or the minimumclosing bid price requirement, the NYSE American may take steps to delist our common stock. Such a delisting would likely have a negativeeffect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. Inthe event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements wouldallow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our commonstock from dropping below the NYSE American’s minimum bid price requirement or prevent future non-compliance with the NYSE American’slisting requirements.

Futurecapital raises may dilute your ownership and/or have other adverse effects on our operations.

Ifwe raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership will be reduced and thesestockholders may experience substantial dilution. If we raise additional funds by issuing debt securities, these debt securities wouldhave rights senior to those of our common stock and the terms of the debt securities issued could impose significant restrictions onour operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we maybe required to relinquish some rights to our intellectual property or candidate products, or to grant licenses on terms that are notfavorable to us.

Purchaserswho purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasersthat purchase without the benefit of a securities purchase agreement.

Inaddition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers thatenter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursuea claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under thesecurities purchase agreement including, but not limited to (i) timely delivery of securities, (ii) agreement to not issue any sharesor securities convertible into shares for a period of days from closing of the offering, subject to certain exceptions and (iii) indemnificationfor breach of contract.

Wehave not paid dividends on our common stock in the past and have no immediate plans to pay such dividends.

Weplan to reinvest all of our earnings, to the extent we have earnings, to cover operating costs and otherwise become and remain competitive.We do not plan to pay any cash dividends with respect to our common stock in the foreseeable future. We cannot assure you that we would,at any time, generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend.Therefore, you should not expect to receive cash dividends on the common stock we are offering.

Ifequity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade ourshares, the price of our shares could decline.

Thetrading market for our shares will rely in part on the research and reports that equity research analysts publish about us and our business,if at all. We do not have control over these analysts, and we do not have commitments from them to write research reports about us. Theprice of our shares could decline if no research reports are published about us or our business, or if one or more equity research analystsdowngrades our shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Ourquarterly operating results may fluctuate significantly.

Weexpect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by numerousfactors, including, but not limited to:

Ifour quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock coulddecline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock tofluctuate substantially.

Clinicaldrug development and trials involve a lengthy and expensive process with an unpredictable outcome, especially human trials. We cannotbe certain the results we observed in our pre-clinical testing will be confirmed in clinical trials or the results of any of our clinicaltrials will support FDA approval.

Clinicaltesting is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time duringthe clinical study process. Positive results achieved in preclinical or early-stage clinical trials may not indicate the same positiveresults in later stage trials, or in trials with more patients. If positive results obtained in early-stage clinical trials are not achievedin later stage trials, pharmaceutical and biotechnology companies suffer significant setbacks. Moreover, preclinical and clinical dataare often susceptible to varying interpretations and analyses. There is a high failure rate for drugs proceeding through clinical studies,and product candidates in later stages of clinical studies may fail to show the desired safety and efficacy traits despite having progressedsatisfactorily through preclinical studies and initial clinical studies. Not only are commercialization timelines pushed back, but somecompanies, particularly smaller biotechnology companies with limited cash reserves, have discontinued business after releasing news ofunsuccessful clinical trial results due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlierstudies. If we experience unexpected, inconsistent or disappointing results in connection with a clinical or pre-clinical trial our businesswill suffer. A delay in our pre-clinical research or our clinical trials, for any reason, will require us to spend additional funds tokeep our product(s) moving through the regulatory process.

Inthe event our pre-clinical research or our clinical trials are not successful, we will have to determine whether to continue to fundour programs to address the deficiencies, or whether to abandon our clinical development programs for our products in tested indications.Because there are so many variables inherent in pre-clinical research or clinical trials, we cannot predict whether any of our futureregulatory applications to conduct clinical trials will be approved by the FDA or other regulatory authorities, whether our clinicaltrials will commence or proceed as planned, whether any Phase I, Phase II, Phase III (if any) or other clinical studies we may conductwill demonstrate consistent or adequate efficacy and safety sufficient to obtain regulatory approval to market our product candidates,and whether the trials will ultimately be deemed to be successful.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains or incorporates by reference forward-looking statements. The words “believe,” “may,” “will,”“potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,”“would,” “project,” “plan,” “expect” and similar expressions that convey uncertaintyof future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are notlimited to, statements concerning the following:

Theseforward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “RiskFactors” section of our 2024 Form 10-K and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidlychanging environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impactof all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materiallyfrom those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-lookingevents and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from thoseanticipated or implied in our forward-looking statements.

Youshould not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflectedin our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or eventsand circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumesresponsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly anyforward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changesin our expectations, except as required by law.

Youshould read this prospectus and our 2024 Form 10-K which is incorporated herein by reference and the documents that we reference in thisprospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understandingthat our actual future results, levels of activity, performance and events and circumstances may be materially different from what weexpect.

TRADEMARKS,SERVICE MARKS AND TRADE NAMES

Weown or have rights to use a number of registered and common law trademarks, service marks and/or trade names in connection with our businessin the United States and/or in certain foreign jurisdictions.

Solelyfor convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicablelaw, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus containsadditional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, servicemarks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend ouruse or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsementor sponsorship of us by, any other companies.

USEOF PROCEEDS

Weestimate that the net proceeds we will receive from the sale of our securities in this offering, assuming all the securities we are offeringare sold, after deducting placement agent fees and other estimated offering expenses payable by us, and assuming no sale of any Pre-FundedWarrants, will be approximately $8.95 million, based on an assumed public offering price of $0.98 per share.

However,because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering,the actual offering amount, the placement agent fees and net proceeds to us are not presently determinable and may be substantially lessthan the maximum amounts set forth on the cover page of this prospectus. Assuming that we receive $8.95 million of net proceeds fromthis offering (based on gross offering proceeds of $10 million), we believe that the net proceeds from this offering, together with ourcash on hand, will satisfy our capital needs until October 2026 under our current business plan and assuming that we receive $6.95 millionof net proceeds from this offering (based on gross offering proceeds of $8 million), we believe that the net proceeds from this offering,together without cash on hand, will satisfy our capital needs until September 2026 under our current business plan. In the event thatwe pause, slow down or discontinue any of our developmental programs, the proceeds we receive from this offering may satisfy our capitalneeds longer than October 2026.

Weexpect to use the net proceeds from this offering for working capital and general corporate purposes. This represents our best estimateof the manner in which we will use the net proceeds we receive from this offering based upon the current status of our business, butwe have not reserved or allocated amounts for specific purposes and we cannot specify with certainty how or when we will use any of thenet proceeds. The amounts and timing of our actual use of the net proceeds from this offering will vary depending on numerous factors,including the factors described under “Risk Factors” located elsewhere in this prospectus or in the information incorporatedby reference herein or therein. As a result, our management will have broad discretion in the application of the net proceeds, and investorswill be relying on our judgment regarding the application of the net proceeds from this offering.

DIVIDENDPOLICY

Wehave never declared or paid any cash dividends on our common stock and we do not anticipate paying any cash dividends on our common stockin the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends. The paymentof dividends on our common stock, if any, in the future is within the discretion of our Board and will depend on our earnings, capitalrequirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to financethe development and growth of our business.

CAPITALIZATION

Thefollowing table sets forth our cash and capitalization as of June 30, 2025:

Youshould read the information in this table together with our financial statements and related notes and “Management’s Discussionand Analysis of Financial Condition and Results of Operations” sections appearing in our 2024 Form 10-K, which is incorporatedherein by reference.

Thenumber of shares of our common stock to be outstanding after this offering is based on approximately 2,699,152 shares of our common stockoutstanding as of June 30, 2025, and excludes:

Tothe extent that options or warrants are exercised, convertible promissory notes are converted, new options are issued under the 2023Plan, or we issue additional shares of common stock in the future, there may be further dilution to investors participating in this offering.In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe thatwe have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertibledebt securities, the issuance of these securities could result in further dilution to our stockholders.

Becausethere is no minimum offering amount required as a condition to the closing of this offering, the dilution per share to purchasers inthe offering may be more than that indicated above in the event that the actual number of shares sold, if any, is less than the maximumnumber of shares of our common stock we are offering.

DILUTION

Ifyou invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between theoffering price per share of our common stock in this offering and the pro forma as adjusted net tangible book value per share of ourCommon Stock immediately after this offering. The net tangible book value of our Common Stock as of June 30, 2025, was approximately$1,290,366, or approximately $0.48 per share of Common Stock based upon 2,699,152 shares outstanding. Net tangible book value pershare is equal to our total tangible assets, less our total liabilities, divided by the total number of shares of our common stock outstanding.

Aftergiving effect to the Pro Forma Adjustments, the pro forma net tangible book value of our Common Stock as of June 30, 2025 was approximately$4,009,146, or approximately $0.74 per share of common stock based upon 5,404,968 shares outstanding. 

Aftergiving further effect to the sale of 10,204,081 shares of our common stock in this offering at an assumed offering price of $0.98 pershare, and after deducting Placement Agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangiblebook value as of June 30, 2025 would have been approximately $13,109,146, or $.84 per share of Common Stock. This represents animmediate increase in net tangible book value of $0.26 per share to existing stockholders and immediate dilution of $0.14 pershare to investors purchasing our Common Stock in this offering at the offering price. The following table illustrates this dilutionon a per share basis:

A$0.10 increase or decrease in the assumed public offering price of $0.98 per share of Common Stock (which is the closing price of ourCommon Stock on the NYSE American on August 28, 2025) and assuming no sale of Pre-Funded Warrants, would decrease or increase our proforma as adjusted net tangible book value per share by approximately $0.08 and decrease or increase the dilution per share to newinvestors by approximately $0.01, assuming that the number of shares of common stock offered by us, as set forth on the cover pageof this prospectus, remains the same and after deducting the Placement Agent fees and estimated offering expenses payable by us.

Thediscussion and table above assume no sale of any Pre-Funded Warrants, which, if sold, would reduce the number of shares of common stockthat we are offering on a one-for-one basis.

Thenumber of shares of our common stock to be outstanding after this offering is based on approximately 2,699,152 shares of our common stockoutstanding as of June 30, 2025, and excludes:

DESCRIPTIONOF SECURITIES

General

Thefollowing description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain allthe information that may be important to you. For a complete description of the matters set forth in this “Description of Securities,”you should refer to our Certificate of Incorporation, as amended, and amended and restated bylaws and investor rights agreement, whichare included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delawarelaw.

Ourauthorized capital stock consists of 200,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of undesignatedpreferred stock, $0.0001 par value per share.

Thereare 5,404,968 shares of our common stock outstanding and no shares of our preferred stock outstanding as of the date of this prospectus.As of the date of this prospectus, we had 14 stockholders of record.

CommonStock

Theholders of common stock are entitled to one vote for each share of common stock. The holders of common stock are entitled to any dividendsthat may be declared by the Board out of funds legally available for payment of dividends at such times and in such amounts as the Boardin its discretion. In the event of any liquidation, dissolution or winding up of the Company, holders of common stock are entitled toreceive the assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares of commonstock held by the holders of common stock. The holders of shares of common stock have no preemptive, conversion, subscription rightsor cumulative voting rights.

PreferredStock

Asof the date of this prospectus, there are a total of 10,000,000 shares of undesignated preferred stock authorized for issuance, noneof which are outstanding.

OurBoard is authorized, without further action by our stockholders, to provide from time to time out of the unissued shares of preferredstock for one or more series of preferred stock, and with respect to each such series, to fix the number of shares constituting suchseries and the designation of such series, the powers (including voting powers), if any, of the shares of such series and the preferencesand relative, participating, optional, special or other rights, if any, and the qualifications, limitations, or restrictions, if any,of the shares of such series. The issuance of our preferred stock could adversely affect the voting power of holders of our common stockand the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferredstock could have the effect of delaying, deferring, or preventing a change of control or other corporate action.

Warrants

Wehave outstanding the following warrants to purchase shares of our common stock:

StockIncentive Plans

Wehave adopted the Azitra, Inc. 2016 Stock Incentive Plan, or 2016 Plan, providing for the grant of non-qualified stock options and incentivestock options to purchase shares of our common stock and for the grant of restricted and unrestricted share grants and restricted stockunits. We currently have reserved 1,119 shares of our common stock under the 2016 Plan. The purpose of the 2016 Plan is to provide eligibleparticipants with an opportunity to acquire an ownership interest in our company. All officers, directors, employees and consultantsto our company are eligible to participate under the 2016 Plan. The 2016 Plan provides that options may not be granted at an exerciseprice less than the fair market value of our shares of common stock on the date of grant. As of the date of this prospectus, we haveoutstanding options granted under the 2016 Plan to purchase an aggregate of 6,047 shares of our common stock at an average exercise priceof $272.53 per share.

InMarch 2023, our Board and stockholders approved and adopted the Azitra, Inc. 2023 Stock Incentive Plan, or 2023 Plan, providing for thegrant of non-qualified stock options and incentive stock options to purchase shares of our Common Stock and for the grant of restrictedand unrestricted share grants and restricted stock units. In November 2024, our stockholders approved amendments to the 2023 Plan that(i) increased the number of shares of Common Stock that may be issued under the 2023 Plan by 171,831 shares and (ii) adopted an evergreenprovision to the 2023 Plan providing for an automatic 5% annual increase in the shares of Common Stock available for issuance under the2023 Plan over the next 10 years, commencing on January 1, 2026. We currently have reserved 181,842 shares of our common stock underthe 2023 Plan. The purpose of the 2023 Plan is to provide eligible participants with an opportunity to acquire an ownership interestin our company. All officers, directors, employees and consultants to our company are eligible to participate under the 2023 Plan. The2023 Plan provides that options may not be granted at an exercise price less than the fair market value of our shares of common stockon the date of grant. As of the date of this report, we have outstanding options granted under the 2023 Plan to purchase an aggregateof 200 shares of our common stock at an average exercise price of $413.59 per share.

Dividends

Wedo not anticipate the payment of cash dividends on our common stock in the foreseeable future.

RegistrationRights

Certainholders of our common stock, or their permitted transferees, are entitled to the registration rights described below. The registrationof shares of our common stock pursuant to the exercise of registration rights described below would enable the holders to sell theseshares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay theregistration expenses, other than the underwriting discounts and commissions, of the shares registered pursuant to the registrationsdescribed below. The registration rights described below will expire upon the earlier of June 20, 2026 or when all investors, consideredwith their affiliates, can sell all of their shares in a three-month period under Rule 144.

ConvertiblePreferred Stock Registration Rights. In connection with our convertible preferred stock financings, we entered into an investor rightsagreement, as amended, pursuant to which we have granted the purchasers of our convertible preferred stock certain demand and piggybackregistration rights. Those parties beneficially hold approximately 32,595 shares of our common stock, including 843 shares of our commonstock issuable upon exercise of warrants issued to the parties in connection with our 2018 placement of our unsecured convertible promissorynotes and our 2019 placement of Series A-1 convertible preferred shares.

Pursuantto the investor rights agreement, we are required, upon the written request by the holders of at least 50% of the shares that are entitledto registration rights under the investor rights agreement, to register, as soon as practicable, all or a portion of these shares forpublic resale. We are required to effect two demand registrations pursuant to a registration statement on Form S-1. Subject to our eligibilityto use a registration statement on Form S-3, we are required to effect an unlimited number of demand registrations pursuant to Form S-3,provided such requests for registration be for an aggregate offering price, net of the underwriting discounts and commissions, equalor greater than $1 million. Pursuant to the investor rights agreement, we have also granted to the piggyback registration rights anddemand registration rights. These demand and piggyback registration rights terminate as to each investor when their shares subject tothe registration rights agreement may be sold by the investor pursuant to Rule 144 under the Securities Act without regard to both thevolume limitations for sales as provided in Rule 144.

OnJuly 1, 2024, we filed with the SEC a registration statement on Form S-3 to register the resale of the 32,595 shares of common stockheld by the stockholders holding demand registration rights.

UnderwriterRegistration Rights. In connection with our IPO and February 2024 public offering, we issued to the representative of the underwritersor its designees warrants, referred to as the Representative’s Warrants, to purchase up to a total of 300 and 3,336shares of our common stock, respectively. The Representative’s Warrants provide for registration rights (including a one-time demandregistration right and unlimited piggyback rights) consistent with FINRA Rule 5110.05. The demand for registration may be made at anytime beginning on the initial exercise date of the Representative’s Warrants and expiring on the fifth anniversary of the dateof the public offering prospectus to which the warrants relate in accordance with FINRA Rule 5110(g)(8)(C). In addition to the one-timedemand registration right, the Representative’s Warrants have unlimited piggyback rights, for a period of no more than two yearsfrom the initial exercise date of the Representative’s Warrants in accordance with FINRA Rule 5110(g)(8)(D).

January2025 Offering. In connection with the January 2025 Offering, we issued to the representative of the underwriter or its designeeswarrants, referred to as the Placement Agent Warrants, to purchase up to a total of 29,175 shares of our common stock. The PlacementAgent Warrants provide for registration rights provide for registration rights (including a one-time demand registration right and unlimitedpiggyback rights) consistent with FINRA Rule 5110.05. The demand for registration may be made at any time beginning on the initial exercisedate of the Placement Agent Warrants and expiring on the fifth anniversary of the date of the public offering prospectus to which thewarrants relate in accordance with FINRA Rule 5110(g)(8)(C).

February2025 Offering. In connection with the February 2025 Offering and to induce the February Investors to enter into the February 2025Purchase Agreement, we entered into the Letter Agreement with the February Investors to (i) issue the February Investors the FebruaryWarrants to purchase up to 337,232 shares of common stock (the “February Warrant Shares”), in the aggregate and (ii) grantedthe February Investors a right for two years from the closing date of the Letter Agreement, to participate in future financings of theCompany in an aggregate amount equal to 50% of such financings. Pursuant to the terms of the Letter Agreement, on July 18, 2025, theCompany filed a registration statement on Form S-1 (File No. 333-288766) with the SEC covering the issuance of the February Warrant Sharesunderlying the February Warrants, which registration statement became effective on July 23, 2025. The February Warrants were exercisableon the six-month and one day anniversary of their issuance, and their exercise price is equal to $3.60, subject to adjustment in accordancewith the terms of the February Warrants.

AlumniCapital LP Equity Line of Credit. The Company entered into the ELOC Purchase Agreement with Alumni in April 2025 through which theCompany has the right, but not the obligation, to sell to Alumni, and Alumni is obligated to purchase, up to the Investment Amount ofELOC Shares of the Company’s Common Stock in a series of purchases. Upon each purchase, Alumni receives the ELOC Warrants to purchasesuch number of shares of the Company’s Common Stock equal to 10% of the number of ELOC Shares purchased in the related purchase.

OnApril 28, 2025, we filed with the SEC a registration statement on Form S-1 (File No. 333-286809) to register the resale of 11,047 sharesof Common Stock, which represents (i) 10,043 ELOC Shares that we may issue and sell to Alumni under the ELOC Purchase Agreement and (ii)1,004 shares of Common Stock underlying the ELOC Warrants that are issuable upon exercise of the ELOC Warrants that we may issue to Alumniin connection with any single fixed purchase under the ELOC Purchase Agreement. The Form S-1 was declared effective on May 1, 2025.

Further,on August 26, 2025, the Company entered into the Modification Agreement with Alumni whereby the Company may at its election, cause thePurchaser to make a series of purchases of ELOC Shares either at (i) the lowest daily volume weighted average price of the Common Stockduring the period commencing on the date that the Company delivers the Purchase Notice and ending on the earlier of (a) five (5) businessdays immediately following the date of a Purchase Notice, and (b) the date on which the Purchaser notifies the Company that it is preparedto proceed with the closing of the purchase, multiplied by 90%, or (ii) the lowest traded price of Common Stock during the period commencingon the date the Company delivers a Purchase Notice and ending on the earlier of (x) the same business day a Purchase Notice is delivered,and (y) the date on which the Purchaser notifies the Company that it is prepared to proceed with the closing of the purchase, multipliedby 97%.

Dependingon the market prices of the Company’s Common Stock at the time it elects to issue and sell ELOC Shares and ELOC Warrants to Alumniunder the ELOC Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our Common Stockin order to receive aggregate gross proceeds equal to the full Investment Amount.

Anti-TakeoverEffects of Certain Provisions of Delaware Law and Our Charter Documents

Thefollowing is a summary of certain provisions of Delaware law and our Certificate of Incorporation, as amended, and amended and restatedbylaws. This summary does not purport to be complete and is qualified in its entirety by reference to the corporate law of Delaware andour Certificate of Incorporation, as amended, and amended and restated bylaws.

DelawareLaw

Weare subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a Delawarecorporation from engaging in any business combination (as defined below) with any interested stockholder (as defined below) for a periodof three years following the date that the stockholder became an interested stockholder, unless:

Section203 defines “business combination” to include the following:

Ingeneral, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding votingstock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time withina three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity orperson affiliated with or controlling or controlled by any of these entities or persons.

OurCharter Documents

Ourcharter documents include provisions that could have the effect of discouraging others from making tender offers for our shares and mayhave the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhancethe likelihood of continued stability in the composition of our Board and its policies and to discourage certain types of transactionsthat may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicitedacquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions may have the effectof discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might considerfavorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders.Certain of these provisions are summarized in the following paragraphs.

Effectsof authorized but unissued common stock and preferred stock. One of the effects of the existence of authorized but unissued commonstock and preferred stock may be to enable our Board to make more difficult or to discourage an attempt to obtain control of our Companyby means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exerciseof its fiduciary obligations, the Board were to determine that a takeover proposal was not in our best interest, such shares could beissued by the Board without stockholder approval in one or more transactions that might prevent or render more difficult or costly thecompletion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group,by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent Board,by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

CumulativeVoting. Our Certificate of Incorporation, as amended does not provide for cumulative voting in the election of directors, which wouldallow holders of less than a majority of the stock to elect some directors.

Vacancies.Our amended and restated bylaws provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office,even if less than a quorum.

SpecialMeeting of Stockholders and Stockholder Action by Written Consent. A special meeting of stockholders may only be called by our Boardor the chairperson of our Board. All stockholder actions must be effected at a duly called meeting of stockholders and not by writtenconsent.

AdvanceNotice Provisions. Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business beforeour annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amendedand restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisionsmight preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directorsat our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourageor deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwiseattempting to obtain control of our company.

Choiceof Forum. Our Certificate of Incorporation, as amended, and amended and restated bylaws will provide that the Court of Chancery ofthe State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action assertinga breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our Certificateof Incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

TransferAgent and Registrar

Thetransfer agent and registrar for our shares of common stock is VStock Transfer, LLC. The transfer agent and registrar’s addressis 18 Lafayette Place, Woodmere, New York 11598.

NationalSecurities Exchange Listing

Ourcommon stock is listed on the NYSE American under the symbol “AZTR.”

DESCRIPTIONOF SECURITIES WE ARE OFFERING

Weare offering 10,204,081 shares of our common stock at an assumed public offering price of $0.98 per share (the last reported sale priceof our common stock on the NYSE American on August 28, 2025). We are also offering Pre-Funded Warrants to those purchasers whose purchaseof shares of our common stock in this offering would result in the purchaser, together with its affiliates and certain related parties,beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock followingthe consummation of this offering in lieu of the shares of common stocks that would result in such excess ownership. For each Pre-Fundedwarrant we sell, the number of shares of common stock we sell in this offering will be decreased on a one-for-one basis. We are alsoregistering the shares of our common stock issuable from time to time upon exercise of the Pre-Funded Warrants offered hereby.

CommonStock

Thematerial terms and provisions of our common stock are described under the caption “Description of our Securities”in this prospectus.

Pre-FundedWarrants

Thefollowing summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subjectto, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which will be filed as an exhibit to theregistration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisionsof the form of the Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

Durationand Exercise Price

EachPre-Funded Warrant offered hereby will have an initial exercise price per share of common stock equal to $0.0001. The Pre-Funded Warrantswill be immediately exercisable and will expire when exercised in full. The exercise price and number of shares of common stock issuableupon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affectingour shares of common stock and the exercise price.

Exercisability

ThePre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of acashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrantto the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, exceptthat upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstandingshares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of our shares of common stock outstanding immediatelyafter giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initialexercise limitation set at 9.99% of our outstanding shares of common stock.

CashlessExercise

Inlieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price,the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determinedaccording to a formula set forth in the Pre-Funded Warrants.

FractionalShares

Nofractional shares of common stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, at the Company’s election,the number of shares of common stock to be issued will be rounded up to the next whole share or the Company will pay a cash adjustmentin an amount equal to such fraction multiplied by the exercise price.

Transferability

Subjectto applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrants tous together with the appropriate instruments of transfer.

TradingMarket

Thereis no established trading market for the Pre-Funded Warrants, and we do not expect such a market to develop. We do not intend to applyto list the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market,the liquidity of the Pre-Funded Warrants will be extremely limited.

Rightas a Shareholder

Exceptas otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of common stock, the holdersof the Pre-Funded Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights,until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide that the holders of the Pre-Funded Warrants havethe right to participate in distributions or dividends paid on our shares of common stock.

FundamentalTransaction

Inthe event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalizationor reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our propertiesor assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the voting power representedby our outstanding shares of capital stock, any person or group becoming the beneficial owner of more than 50% of the voting power representedby our outstanding shares of capital stock, any merger with or into another entity or a tender offer or exchange offer approved by morethan 50% of the voting power represented by our outstanding shares of capital, then upon any subsequent exercise of a Pre-Funded Warrant,the holder will have the right to receive as alternative consideration, for each share of our common stock that would have been issuableupon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successoror acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or asa result of such transaction by a holder of the number of shares of our common stock for which the Pre-Funded Warrant is exercisableimmediately prior to such event.

PlacementAgent Warrants

Wehave agreed to issue to the Placement Agent or its designees the Placement Agent Warrants to purchase up to a number of common sharesequal to 4.0% of the aggregate number of shares of common stock sold in this offering, at an exercise price equal to 125% of the publicoffering price per share. Please see “Plan of Distribution— Placement Agent Warrants.”

SHARESELIGIBLE FOR FUTURE SALE

Futuresales of substantial amounts of shares of common stock, including shares issued upon the exercise of outstanding warrants and options,in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market pricefor our common stock or impair our ability to raise equity capital.

Uponthe completion of this offering, a total of 15,609,049 shares of common stock will be outstanding. All 15,609,049 sharesof common stock sold in this offering by us will be freely tradable in the public market without restriction or further registrationunder the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the SecuritiesAct. In addition, of the 5,404,968 shares of our common stock outstanding prior to this offering, approximately 5,404,968shares will be freely tradable in the public market without restriction or further registration under the Securities Act.

Subjectto the lock-up agreements described below and the provisions of Rule 144 under the Securities Act, these restricted securities are availablefor sale in the public market.

Rule144

Ingeneral, under Rule 144 as currently in effect, a person who is not deemed to have been one of our affiliates for purposes of the SecuritiesAct at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months,including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with themanner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements ofRule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding periodof any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirementsof Rule 144.

Ingeneral, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled tosell upon expiration of the lock-up agreements described below, within any three-month period a number of shares that does not exceedthe greater of:

Salesunder Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisionsand notice requirements and to the availability of current public information about us.

Lock-UpAgreements

Weand each of our directors, officers and 5% stockholders have agreed, subject to certain exceptions, not to offer, pledge, sell, contractto sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfersto another, in whole or in part, any of the economic consequences of ownership of any shares of our capital stock or any securities convertibleinto or exercisable or exchangeable for shares of our common stock, for a period of time following this offering. Please see “Planof Distribution – Lock-Up Agreements.”

EquityPlans

Wehave filed with the SEC a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock tobe issued or reserved for issuance under our 2016 Plan and 2023 Plan. Shares covered by this registration statement are eligible forsale in the public market, upon the expiration or release from the terms of the lock-up agreements and subject to vesting of such shares.

PLANOF DISTRIBUTION

Wehave engaged Maxim Group LLC to act as our exclusive placement agent pursuant to a placement agency agreement in connection with thisoffering, dated as of             , 2025. The placement agent is not purchasing or selling any of the securities, nor is it required to arrange forthe purchase and sale of any specific number or dollar amount of securities, but have agreed to use their reasonable “best-efforts”to arrange for the sale of the securities offered by this prospectus supplement. Therefore, we may not sell the entire amount of securitiesbeing offered.

Wemay enter into a securities purchase agreement directly with certain of the institutional investors, at the investor’s option,who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on thisprospectus in connection with the purchase of our securities in this offering. The placement agent may engage one or more subagents orselected dealers in connection with this offering.

Theplacement agency agreement provides that the placement agent’s obligations are subject to conditions contained in the placementagency agreement.

Deliveryof the securities offered hereby is expected to occur on or about            , 2025, subject to satisfaction or waiver of customary closing conditions.

PlacementAgent Fees, Commissions and Expenses

Wehave agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds received from the sale of securities in the offering.We have also agreed to reimburse the placement agent in connection with this offering for its out-of-pocket expenses incurred in connectionwith this offering, including the fees and expenses of the counsel for the placement agent, in an amount up to $100,000. Additionally,the Company will pay the placement agent an additional fee of $50,000 in connection with the Company’s entry into the ELOC PurchaseAgreement with Alumni in April 2025.

Thefollowing table shows the public offering price, placement agent fees and proceeds, before expenses, to us, assuming the purchase ofall the securities we are offering.

PlacementAgent Warrants

Wehave agreed to issue to the placement agent or its designees warrants to purchase shares of our common stock in an amount equal to 4%of the aggregate number of shares of common stock (and/or Pre-Funded Warrants) sold in this offering, or the Placement Agent’sWarrants. The Placement Agent’s Warrants will be exercisable at a per share exercise price equal to 125% of the public offeringprice per share of the shares of common stock sold in this offering. The Placement Agent’s Warrants are exercisable at any time,from time to time, in whole or in part, during the four and one half year period commencing 180 days from the commencement of sales ofthe securities in this offering.

The Placement Agent’sWarrants and the securities underlying the Placement Agent’s Warrants may not be sold, transferred, assigned, pledged, or hypothecated,nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economicdisposition of the Placement Agent’s Warrants or the underlying shares of common stock for a period of 180 days from the commencementof sales in this offering. The Placement Agent’s Warrants will provide for cashless exercise and for registration rights (includinga one-time demand registration right and unlimited piggyback rights) consistent with FINRA Rule 5110(g)(8). The Placement Agent’sWarrants will also provide for customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistent withFINRA Rule 5110.

Indemnification

Wehave agreed to indemnify the placement agent and specified other persons against certain liabilities, including liabilities arising underthe Securities Act, relating to or arising out of the placement agent’s activities under the engagement letter and to contributeto payments that the placement agent may be required to make in respect of such liabilities.

Lock-UpAgreements

Wehave agreed that for a period of up to 60 days from the closing of this offering, neither we nor any subsidiary may, without theprior written consent of the placement agent (i) issue, enter into any agreement to issue or announce the issuance or proposed issuanceof any shares of common stock or common stock equivalents or (ii) file any registration statement or prospectus, or any amendment orsupplement thereto, subject to certain exceptions. The Company has also agreed not to effect or enter into an agreement to effect anyissuance of common stock or common stock equivalents involving a Variable Rate Transaction, as defined in the Securities Purchase Agreement,for a period of up to 60 days following the closing of this offering (or, in the case of an “at-the-market” offeringwith the placement agent, up to 60 days from the closing of this offering, and in the case of the ELOC Purchase Agreement,issuances of shares of common stock shall not be deemed a Variable Rate Transaction).

Eachof our officers, directors and any other holder(s) of five percent (5%) or more of the outstanding shares of common stock have agreedto be subject to a lock-up period of up to 60 days from the closing of the offering pursuant to this prospectus. This means that,during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any option, rightor warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of our shares of common stock or anysecurities convertible into, or exercisable or exchangeable for, shares of common stock, subject to customary exceptions.

Theplacement agent may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreementsprior to the expiration of the lock-up period. When determining whether or not to release shares from the lock-up agreements, the placementagent will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for whichthe release is being requested and market conditions at the time.

RegulationM Compliance

Theplacement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissionsreceived by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwritingdiscounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirementsof the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 andRegulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of common shares by theplacement agent acting as principal. Under these rules and regulations, the placement agent:

Determinationof Offering Price

Theactual offering price of the securities we are offering, were negotiated between us, the placement agent and the investors in the offeringbased on the trading of our shares of common stock prior to the offering, among other things. Other factors considered in determiningthe public offering price of the securities we are offering include our history and prospects, the stage of development of our business,our business plans for the future and the extent to which they have been implemented, an assessment of our management, the general conditionsof the securities markets at the time of the offering and such other factors as were deemed relevant.

Fromtime to time, Maxim may provide in the future various advisory, investment and commercial banking and other services to us in the ordinarycourse of business, for which they have received and may continue to receive customary fees and commissions. However, except as disclosedin this prospectus supplement, we have no present arrangements with Maxim for any further services.

ElectronicDistribution

Aprospectus in electronic format may be made available on a website maintained by the placement agent. In connection with the offering,the placement agent or selected dealers may distribute prospectuses electronically. No forms of electronic prospectus other than prospectusesthat are printable as Adobe^® PDF will be used in connection with this offering.

Otherthan the prospectus in electronic format, the information on each of the placement agent’s websites and any information containedin any other website maintained by the placement agent is not part of the prospectus or the registration statement of which this prospectusforms a part, has not been approved and/or endorsed by us or either placement agent in its capacity as placement agent and should notbe relied upon by investors.

CertainRelationships

Theplacement agent and its affiliates have and may in the future provide, from time to time, investment banking and financial advisory servicesto us in the ordinary course of business, for which they may receive customary fees and commissions. The placement agent acted as ourplacement agent in our offerings that closed in July 2024, January 2025 and February 2025.

TransferAgent

Thetransfer agent and registrar for our common stock is VStock Transfer, LLC.

Listing

Ourshares of common stock are listed on the NYSE American under the symbol “AZTR.”

SellingRestrictions

Canada.The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and arepermitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirementsof applicable securities laws.

Securitieslegislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectussupplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercisedby the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchasershould refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particularsof these rights or consult with a legal advisor.

Pursuantto section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the placement agents are not required to complywith the disclosure requirements of NI 33-105 regarding placement agents conflicts of interest in connection with this offering.

EuropeanEconomic Area . In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive(each, a “Relevant Member State”) an offer to the public of any securities may not be made in that Relevant Member State,except that an offer to the public in that Relevant Member State of any securities may be made at any time under the following exemptionsunder the Prospectus Directive, if they have been implemented in that Relevant Member State:

Forthe purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant MemberState means the communication in any form and by any means of sufficient information on the terms of the offer and any securities tobe offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includesany relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive2010/73/EU.

Israel.This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filedwith or approved by the Israel Securities Authority. In the State of Israel, this document is being distributed only to, and is directedonly at, and any offer of the shares is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli SecuritiesLaw, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investmentadvisors, members of the Tel Aviv Stock Exchange, placement agents, venture capital funds, entities with equity in excess of NIS 50 millionand “qualified individuals”, each as defined in the Addendum (as it may be amended from time to time), collectively referredto as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts oftheir clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that theyfall within the scope of the Addendum, are aware of the meaning of same and agree to it.

UnitedKingdom. Each placement agent has represented and agreed that:

Switzerland.The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX) or on any otherstock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standardsfor issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectusesunder art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributedor otherwise made publicly available in Switzerland.

Neitherthis document nor any other offering or marketing material relating to the offering, or the securities have been or will be filed withor approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities willnot be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not beauthorized under the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly, no public distribution, offering or advertising,as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, itsimplementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers ofinterests in collective investment schemes under CISA does not extend to acquirers of securities.

Australia.No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securitiesand Investments Commission (ASIC), in relation to the offering.

Thisprospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001(the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement or otherdisclosure document under the Corporations Act.

Anyoffer in Australia of the securities may only be made to persons (the Exempt Investors) who are “sophisticated investors”(within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11)of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that itis lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

Thesecurities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after thedate of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Actwould not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuantto a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australianon-sale restrictions.

Thisprospectus contains general information only and does not take account of the investment objectives, financial situation or particularneeds of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investmentdecision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances,and, if necessary, seek expert advice on those matters.

Noticeto Prospective Investors in the Cayman Islands. No invitation, whether directly or indirectly, may be made to the public in theCayman Islands to subscribe for our securities.

Taiwan.The securities have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securitieslaws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutesan offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial SupervisoryCommission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediatethe offering and sale of the securities in Taiwan.

Noticeto Prospective Investors in Hong Kong. The contents of this prospectus have not been reviewed by any regulatory authority inHong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus,you should obtain independent professional advice. Please note that (i) our shares may not be offered or sold in Hong Kong, by meansof this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of theSecurities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which donot result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong)(CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement,invitation or document relating to our shares may be issued or may be in the possession of any person for the purpose of issue (in eachcase whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the publicin Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares which are orare intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning ofthe SFO and any rules made thereunder.

Noticeto Prospective Investors in the People’s Republic of China. This prospectus may not be circulated or distributed in thePRC and the shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectlyto any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only,the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

LEGALMATTERS

ThompsonHine, LLP, New York, New York, will pass upon the validity of the shares of common stock and Pre-Funded Warrants offered hereby. EllenoffGrossman & Schole LLP, New York, New York, has acted as counsel for the placement agent in connection with certain legal mattersrelated to this offering.

EXPERTS

Thefinancial statements as of and for the fiscal years ended December 31, 2024 and 2023 included in this prospectus have been so includedin reliance on the report of Grassi & Co., CPAs, P.C., an independent registered public accounting firm, given on the authority ofsaid firm as experts in auditing and accounting.

INCORPORATIONOF CERTAIN DOCUMENTS BY REFERENCE

TheSEC permits us to “incorporate by reference” the information and reports we file with it. This means that we can discloseimportant information to you by referring to another document. The information that we incorporate by reference is considered to be partof this prospectus, and later information that we file with the SEC automatically updates and supersedes this information. We incorporateby reference the documents listed below, except to the extent information in those documents is different from the information containedin this prospectus, and all future documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (otherthan current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such itemsunless such Form 8-K expressly provides to the contrary) until we terminate the offering of these securities:

Tothe extent that any statement in this prospectus is inconsistent with any statement that is incorporated by reference and that was madeon or before the date of this prospectus, the statement in this prospectus shall supersede such incorporated statement and the incorporatedstatement shall not be deemed, except as modified or superseded, to constitute a part of this prospectus or the registration statement.Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in eachinstance, we refer you to the copy of each contract or document filed as an exhibit to our various filings made with the SEC.

Youmay request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

Azitra,Inc.

21Business Park Drive,

Branford,Connecticut 06405

Attention:Corporate Secretary

Telephone:(203) 646-6446

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offeredby this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information setforth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules andregulations of the SEC. For further information with respect to us and our shares of common stock, we refer you to the registration statement,including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contentsof any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registrationstatement, please see the copy of the contract or document that has been filed. Each statement is this prospectus relating to a contractor document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that containsreports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that websiteis www.sec.gov.

Inaddition, we file annual, quarterly and current reports and proxy statements and other information with the SEC. Our SEC filings areavailable on the SEC’s website at www.sec.gov. These filings are also available free of charge to the public on, or accessiblethrough, our corporate website at www.azitrainc.com. Our website and the information contained on, or that can be accessed through, ourwebsite is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on anysuch information in making your decision whether to purchase our common stock.

Wehave not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in thisprospectus other than those contained in this prospectus. If you are given any information or representations about these matters thatis not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitationof an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicablelaw.

Upto 10,204,081 Shares of Common Stock

Upto 10,204,081 Pre-Funded Warrants to Purchase Shares of Common Stock

Upto 408,163 Placement Agent Warrants to Purchase Shares of Common Stock

Upto 10,204,081 Shares of Common Stock Underlying the Pre-Funded Warrants

Upto 408,163 Shares of Common Stock Underlying the Placement Agent Warrants

PRELIMINARYPROSPECTUS

MaximGroup LLC

               ,2025

PARTII - INFORMATION NOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution.

Thefollowing table sets forth the various expenses to be incurred in connection with the sale and distribution of our common stock beingregistered hereby, all of which will be borne by us (except any placement agent fees and expenses incurred for brokerage, accounting,tax or legal services or any other expenses incurred in disposing of the shares). All amounts are estimated except the SEC registrationfee and the FINRA filing fee.

Item14. Indemnification of Directors and Officers.

Thefollowing summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the Second Amendedand Restated Certificate of Incorporation, or Certificate of Incorporation, of Azitra, Inc., a Delaware corporation.

Section145 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a Delaware corporation to indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of thefact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurredby the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonablybelieved to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, hadno reasonable cause to believe the person’s conduct was unlawful.

Inthe case of an action by or in the right of the corporation, Section 145 of the DGCL permits a Delaware corporation to indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason ofthe fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request ofthe corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with such action, suitor proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interestsof the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such personshall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in whichsuch action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstancesof the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other courtshall deem proper.

Section145 of the DGCL also permits a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director,officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such personand incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporationwould have the power to indemnify such person against such liability under Section 145 of the DGCL.

OurCertificate of Incorporation states that to the fullest extent permitted by the DGCL our directors shall not be personally liable tous or to our stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the date hereofto authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directorsshall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

OurCertificate of Incorporation requires us, to the fullest extent permitted by applicable law, to provide indemnification of (and advancementof expenses to) our directors and officers, and authorizes us, to the fullest extent permitted by applicable law, to provide indemnificationof (and advancement of expenses to) to other employees and agents (and any other persons to which the DGCL permits us to provide indemnification)through bylaw provisions, agreements with such directors, officers, employees, agents or other persons, vote of stockholders or disinteresteddirectors or otherwise, subject only to limits created by the DGCL with respect to actions for breach of duty to our corporation, ourstockholders and others.

OurCertificate of Incorporation provides that we shall, to the maximum extent and in the manner permitted by the DGCL, indemnify each ofour directors, officers and all other persons we have the power to indemnify under Section 145 of the DGCL against expenses (includingattorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding,arising by reason of the fact that such person is or was a director of the Company. We may maintain insurance, at our expense, to protectthe Company and any of our directors, officers, employees or agents against any such expense, liability or loss, whether or not we havethe power to indemnify such person.

Wehave entered into indemnification agreements with each of our directors and executive officers that may be broader than the specificindemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directorsand executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements alsorequire us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit,or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executiveofficers.

Priorto the closing of this offering, we plan to enter into an underwriting agreement, which will provide that the underwriters are obligated,under some circumstances, to indemnify our directors, officers and controlling persons against specified liabilities.

Item15. Recent Sales of Unregistered Securities.

Issuancesof capital stock

Thefollowing list sets forth information regarding all unregistered securities sold by us over the three-year period preceding the dateof the prospectus that forms a part of this registration statement.

InJanuary 2022, we sold to one investor an unsecured convertible promissory note in the principal amount of $1,000,000. In January 2023,the principal amount of the note, along with all accrued interest, was converted into 3,518 shares of our Series B convertible preferredstock. Subsequently, these shares were converted into common stock upon the consummation of the IPO.

InSeptember 2022, we conducted the placement of our unsecured convertible promissory notes in the aggregate principal amount of $4.35 millionto five investors. The principal amount of the notes, along with all accrued and unpaid interest thereunder, converted into 9,239 sharesof our common stock upon the consummation of the IPO.

Nounderwriters were involved in the foregoing issuances of securities. We believe the offers, sales and issuances of the above securitiesby us were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and Rule 506 thereunderas transactions not involving a public offering. All of the investors were accredited investors as such term is defined in Rule 501 underthe Securities Act. The recipients of the securities in each of these transactions represented their intentions to acquire the securitiesfor investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placedupon the stock certificates, notes and warrants issued in these transactions. All recipients had adequate access, through their relationshipswith us, to information about our Company. The sales of these securities were made without any general solicitation or advertising.

OnJanuary 14, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim GroupLLC (the “Placement Agent”) in connection with the offer and sale to investors of up to 729,396 shares (the “Shares”)of the Company’s common stock, at an offering price of $2.00 per Share (the “Offering”). In connection with the Offering,the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain of the purchasers in theOffering. The aggregate gross proceeds to the Company from the Offering were approximately $1.5 million, before deducting placement agentfees and other estimated offering expenses. The Offering closed on January 16, 2025.

ThePlacement Agent acted as the Company’s exclusive placement agent in the Offering. Pursuant to the terms of the Placement AgencyAgreement, the Company has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Offering.The Company also agreed to reimburse the Placement Agent for certain expenses. As additional compensation, the Company agreed to issueto the Placement Agent (or its designees) an unregistered warrant (the “Placement Agent Warrant”) to purchase an aggregateof 29,175 shares of Common Stock (the “Placement Agent Warrant Shares”), which represents 4.0% of the aggregate numberof Shares sold in the Offering, at an exercise price per share equal to 125% of the offering price of each Share, or $2.53. ThePlacement Agent Warrants are exercisable six (6) months from the date of issuance and expire five years from the commencement of salesin this Offering. The Placement Agent Warrant may be exercisable via “cashless exercise” in certain circumstances.

ThePlacement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants have not been registeredunder the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offeredand sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) under the Securities Actand Regulation D promulgated thereunder as transactions by an issuer not involving any public offering.

OnFebruary 6, 2025, the Company closed an offering of 374,702 shares (the “February 2025 Shares”) of the Company’s commonstock to certain investors (the “Investors”) pursuant to the Securities Purchase Agreement (the “SPA”) datedFebruary 4, 2025, between the Company and the Investors, as amended on February 5, 2025. On February 6, 2025, in connection with theInvestors’ agreement to enter into the amendment to the SPA, the Company and the Investors entered into a letter agreement (the“Letter Agreement”), pursuant to which the Company will (i) issue the Investors warrants to purchase up to 337,232 sharesof Common Stock, in the aggregate (the “February 2025 Warrants”), and (ii) grant the investors a right for two years fromthe closing date of the Letter Agreement, to participate in future financings of the Company in an aggregate amount equal to 50% of suchfinancings. Pursuant to the terms of the Letter Agreement, the Company must file a registration statement covering the issuance of theshares Common Stock underlying the February 2025 Warrants and use its best efforts to cause the registration statement to become effectiveby the six-month anniversary of the closing of the Letter Agreement. The February 2025 Warrants are exercisable on the six-month andone day anniversary of their issuance, and their exercise price is equal to the greater of the (i) book value or (ii) market value ofthe Common Stock as determined under NYSE American Rules. The February 2025 Warrants and the shares of common stock issuable upon exerciseof the February 2025 Warrants have not been registered under the Securities Act, or the securities laws of any state, and are being offeredand sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) under the Securities Actand/or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering.

OnApril 24, 2025, the Company entered into the ELOC Purchase Agreement with Alumni, whereby the Company has the right, but not the obligation,to sell to Alumni, and Alumni is obligated to purchase up to the Investment Amount of ELOC Shares of the Company’s common stockin a series of purchases. The purchase price of the ELOC Shares that the Company elects to sell to Alumni pursuant to the ELOC PurchaseAgreement will be equal to the lowest daily volume weighted average price of the common stock during the period commencing on the datethat the Company delivers a notice requiring the purchase of ELOC Shares by Alumni and ending on the earlier to occur of (i) five (5)business days immediately following such date and (ii) the date on which Alumni notifies the Company that it is prepared to proceed withthe relevant closing, multiplied by 90%. Upon each purchase, Alumni receives ELOC Warrants to purchase such number of shares of the Company’scommon stock equal to 10% of the number of ELOC Shares purchased in the related purchase. The exercise price of the ELOC Warrants equals130% of the price per share paid upon closing. The exercise of the ELOC Warrants were subject to stockholder approval, which the Companyreceived at its annual meeting of shareholders held on June 23, 2025, and expire five years after issuance. The ELOC Warrants may beexercised via cashless exercise if there is no effective registration statement, or current prospectus available for, the resale of theshares underlying the ELOC Warrants. The issuance of the ELOC Shares and the ELOC Warrants to Alumni were or will be made pursuant toexemptions from the registration requirement of the Securities Act provided by Section 4(a)(2) thereunder. In accordance with the ELOCPurchase Agreement, the Company registered the offering and resale by Alumni of up to 10,043 shares of the Company’s common stockand up to 1,004 shares underlying the ELOC Warrants issuable upon exercise of the ELOC Warrants on Form S-1 (File No. 333-286809), whichwas declared effective by the SEC on May 1, 2025

Item16. Exhibits and Financial Statement Schedules.

(a)Exhibits.

+Indicates management compensatory plan, contract or arrangement.

*To be filed by amendment.

**Filed herewith.

(b)Financial Statement Schedules.

Allschedules have been omitted because they are not required or are not applicable.

Item17. Undertakings.

Theundersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificatesin such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofaras indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling personsof the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurredor paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) isasserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unlessin the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction thequestion whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the finaladjudication of such issue.

Theundersigned registrant hereby undertakes:

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalfby the undersigned, thereunto duly authorized, in the City of Branford, State of Connecticut, on August 29, 2025.

POWEROF ATTORNEY

Eachperson whose signature appears below constitutes and appoints Francisco D. Salva, his true and lawful attorney-in-fact and agent, withfull power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and allamendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith,with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and performeach and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as hemight or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes,may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuantto the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacitiesand on the dates indicated.

Exhibit1.1

PLACEMENTAGENCY AGREEMENT

MaximGroup LLC

300Park Avenue, 16^th Floor

NewYork, NY 10022

Ladiesand Gentlemen:

Subjectto the terms and conditions herein (this “Agreement”), Azitra Inc., a Delaware corporation (the “Company”),hereby agrees to sell up to an aggregate of $___ of shares (the “Shares”) of the Company’s common stock $0.0001par value per share (the “Common Stock”) and/or pre-funded common stock purchase warrants to purchase shares of CommonStock (the “Pre-Funded Warrants”, and the shares of Common Stock underlying the Pre-Funded Warrants, the “Pre-FundedWarrant Shares”, and the Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares, the “Securities”)directly to various investors (each, an “Investor” and, collectively, the “Investors”) throughMaxim Group LLC as placement agent (the “Placement Agent”). The documents executed and delivered by the Company andthe Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the“Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.”The purchase price to the Investors for the Securities will be determined based on negotiation between the Company, the Placement Agentand the Investors. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf inconnection with the Offering.

TheCompany hereby confirms its agreement with the Placement Agent as follows:

Section1. Agreement to Act as Placement Agent.

(a)On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditionsof this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Companyof the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-____) (and including any registrationstatement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “RegistrationStatement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiationsbetween the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basisand the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof,in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below)be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agentshall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company withrespect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securitiesand may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, anddelivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closingoccurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”,i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, uponreceipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shallbe made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on eachClosing Date, the Company shall pay to the Placement Agent the consideration set forth below:

(i)A cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering(the “Closing”).

(ii)A common stock purchase warrant, issued to Maxim Partners LLC (or other designees of the Placement Agent) (the “Placement Agent’sWarrant”) to purchase a number of shares of Common Stock equal to four percent (4.0%) of the total number of Shares and Pre-FundedWarrants sold in the Offering. The Placement Agent’s Warrants will be exercisable six (6) months from issuance and will expirefive (5) years after the commencement of sales in the Offering. The Placement Agent’s Warrants will be exercisable at a price equalto 125% of the Shares in connection with the Offering. The Placement Agent’s Warrants shall not be redeemable. The Company willregister the shares of Common Stock underlying the Placement Agent’s Warrants under the Securities Act and will file all necessaryundertakings in connection therewith. The Placement Agent’s Warrants may not be sold, transferred, assigned, pledged or hypothecatedfor a period of 180 days from the commencement of sales of the Offering, except that they may be assigned, in whole or in part, to anyofficer, partner, registered person or affiliate of the Placement Agent and to members of the selling group. The Placement Agent’sWarrants may be exercised as to all or a lesser number of shares of Common Stock, will provide for cashless exercise and will containprovisions for one demand registration of the sale of the underlying shares of Common Stock and unlimited “piggyback” registrationrights for a period of five years after the commencement of sales of the Offering at the Company’s expense. The Placement Agent’sWarrants shall further provide for limited, customary anti-dilution protections resulting from stock dividends, splits and recapitalizations.

(b)The term of the Placement Agent’s exclusive engagement will be as set forth in the Engagement Agreement (as defined below). Notwithstandinganything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained hereinand the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursablepursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration ortermination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliatesto pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship withPersons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership,trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agencyor subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly throughone or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construedunder Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Section2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the PlacementAgent as of the date hereof, and as of each Closing Date, as follows:

(a)Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)the Registration Statement under the Securities Act, which was initially filed on ______, 2025, as amended, and was declared effectiveon _____, 2025 for the registration of the Securities under the Securities Act. Following the determination of pricing among the Companyand the prospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant toRules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of theCommission promulgated thereunder, a final prospectus relating to the placement of the Securities, their respective pricings and theplan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to theCompany required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at suchtime, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form inwhich it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”;and the final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including thePreliminary Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The RegistrationStatement at the time it originally became effective is hereinafter called the “Original Registration Statement.”Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or theFinal Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “IncorporatedDocuments”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectusor the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of thisAgreement, or the issue date of the Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated thereinby reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”“included,” “described,” “referenced,” “set forth” or “stated” in the RegistrationStatement, the Preliminary Prospectus or the Final Prospectus (and all other references of like import) shall be deemed to mean and includeall such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the RegistrationStatement, the Preliminary Prospectus or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement,“Time of Sale Disclosure Package” means the Preliminary Prospectus, any securities purchase agreement between theCompany and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writingprospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the partieshereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus”shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. The Companyhas not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the RegistrationStatement or the use of the Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

(b)Assurances. The Original Registration Statement, as amended (and any further documents to be filed with the Commission) containsall exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto,at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations anddid not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary tomake the statements therein not misleading. The Preliminary Prospectus and the Final Prospectus, each as of its respective date, complyor will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectusand the Final Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a materialfact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which theywere made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects tothe requirements of the Exchange Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents, whenthey were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessaryto make the statements therein (with respect to Incorporated Documents incorporated by reference in the Preliminary Prospectus or FinalProspectus), in light of the circumstances under which they were made not misleading. No post-effective amendment to the RegistrationStatement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamentalchange in the information set forth therein is required to be filed with the Commission. Except for this Agreement and the TransactionDocuments, there are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that(x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. Exceptfor this Agreement and the Transaction Documents, there are no contracts or other documents required to be described in the PreliminaryProspectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been describedor filed as required.

(c)Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of SaleDisclosure Package.

(d)Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactionscontemplated by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder.The execution and delivery of each of this Agreement by the Company and the consummation by it of the transactions contemplated herebyand thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,the Company’s Board of Directors (the “Board of Directors”) or the Company’s shareholders in connectiontherewith other than in connection with the Required Approvals (as defined in the Purchase Agreement). This Agreement has been duly executedby the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Companyenforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)insofar as indemnification and contribution provisions may be limited by applicable law.

(e)No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuantto the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions contemplatedhereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or anySubsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) except as disclosedin the Preliminary Prospectus, conflict with, or constitute a default (or an event that with notice or lapse of time or both would becomea default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give toothers any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which theCompany or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii)subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federaland state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; exceptin the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect,as defined in the Securities Purchase Agreement.

(f)Certificates. Any certificate signed by an officer of the Company and delivered tothe Placement Agent or to counsel for the Placement Agent shall be deemed to be a representation and warranty by the Company to the PlacementAgent as to the matters set forth therein.

(g)Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representationsand warranties and hereby consents to such reliance.

(h)Forward-Looking Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section21E of the Exchange Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or hasbeen disclosed other than in good faith.

(i)Statistical or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by referencein the Time of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes tobe reliable and accurate, and such data agree with the sources from which they are derived.

(j)Certain Fees; FINRA Affiliations. Except as set forth in the Registration Statement and Prospectus, no brokerage or finder’sfees or commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisoror consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by theTransaction Documents. There are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge,any of its shareholders that may affect the Placement Agent’s compensation, as defined by FINRA. Other than payments to the PlacementAgent for this Offering or as set forth in the Registration Statement and Prospectus, the Company has not made and has no agreements,arrangements or understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’sfee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company personswho raised or provided capital to the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “ParticipatingMember”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member,within the 180-day period preceding the initial filing of the Registration Statement through the 60-day period after the Effective Date.None of the net proceeds of the Offering will be paid by the Company to any Participating Member or its affiliates, except as specificallyauthorized herein. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the Company’sCommon Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement) has any direct or indirect affiliation orassociation with any Participating Member in the Offering. Except for securities purchased on the open market, no Company Affiliate isan owner of stock or other securities of any Participating Member. To the Company’s knowledge, no Company Affiliate has made asubordinated loan to any Participating Member. No proceeds from the sale of the Securities (excluding Placement Agent compensation asdisclosed in the Registration Statement and the Prospectus) will be paid to any Participating Member, any persons associated with a ParticipatingMember or an affiliate of a Participating Member. Except as disclosed in the Prospectus, the Company has not issued any warrants or othersecurities or granted any options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filingdate of the Prospectus. To the Company’s knowledge, except for securities issued to the Placement Agent as disclosed in the Prospectus,no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date ofthe Prospectus is a Participating Member, is a person associated with a Participating Member or is an affiliate of a Participating Member.To the Company’s knowledge, no Participating Member in the Offering has a conflict of interest with the Company. For this purpose,a “conflict of interest” exists when a Participating Member, the parent or affiliate of a Participating Member or any personassociated with a Participating Member in the aggregate beneficially own 10% or more of the Company’s outstanding subordinateddebt or common equity, or 10% or more of the Company’s preferred equity. “FINRA member participating in the Offering”includes any associated person of a Participating Member in the Offering, any member of such associated person’s immediate familyand any affiliate of a Participating Member in the Offering. When used in this Section 3.1(j) the term “affiliate of a FINRA member”or “affiliated with a FINRA member” means an entity that controls, is controlled by or is under common control with a FINRAmember. The Company will advise the Placement Agent and its legal counsel, Ellenoff Grossman & Schole LLP (the “PlacementAgent Counsel”) if it learns that any officer, director or owner of 10% or more of the Company’s outstanding Common Stockor Common Stock Equivalents is or becomes an affiliate or associated person of a Participating Member.

(k)Board of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Company’s AnnualReport on Form 10-K captioned “Directors, Executive Officers and Corporate Governance.” The qualifications of the personsserving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rulespromulgated thereunder applicable to the Company and the rules of the NYSE American (the “Trading Market”). In addition,at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rulesof the Trading Market.

(l)D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires most recently completedby each of the Company’s directors and officers is true and correct in all respects (other than changes in securities ownershipfrom the date of such questionnaires) and the Company has not become aware of any information which would cause the information disclosedin such questionnaires to become inaccurate and incorrect.

(m)Representations, Warranties and Covenants Incorporated by Reference. Each of the representations, warranties and covenants (togetherwith any related disclosure schedules thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference(as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.

Section3. Delivery and Payment. Each Closing shall occur at the offices of the Placement Agent Counsel at 1345 Avenue of the Americas, NewYork, New York 10105 (or at such other place as shall be agreed upon by the Placement Agent and the Company). Subject to the terms andconditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date shall be made by FederalFunds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and shall bein such denominations, as the Placement Agent may request at least one business day before the time of purchase (as defined below).

Deliveriesof the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. Allactions taken at a Closing shall be deemed to have occurred simultaneously.

Section4. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a)Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the timewhen any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Final Prospectus has beenfiled and will furnish the Placement Agent with copies thereof. The Company will file promptly all reports and any definitive proxy orinformation statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the ExchangeAct subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connection with the Offering.The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission to amendthe Registration Statement or to amend or supplement any Prospectus or for additional information, (ii) of the issuance by the Commissionof any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directedat any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of the PreliminaryProspectus or the Final Prospectus or any prospectus supplement or any amendment or supplement thereto or any post-effective amendmentto the Registration Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, ofthe institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the amendingor supplementing of the Registration Statement or a Prospectus or for additional information, (iii) ofthe issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offeringor sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and deliveryto the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any commentsor request for any additional information from the Commission; and (vi) of the happening of any event during the period described inthis Section 4(a) that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement orthe Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make thestatements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its best effortsto prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission shall enter any such stop orderor order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such orderat the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration statementdeclared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b),430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, andwill use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely mannerby the Commission.

(b)Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securitiesfor sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonablyrequest and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process inany jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall notbe required to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports andother documents as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonablyrequest for distribution of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualificationor registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiationor threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registrationor exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(c)Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the ExchangeAct, and the rules and regulations of the Commission thereunder during the Prospectus Delivery Period, so as to permit the completionof the distribution of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during theperiod in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by theIncorporated Documents or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result ofwhich, in the judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessaryto amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the circumstancesunder which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the IncorporatedDocuments or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptlyprepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendmentto the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is necessaryin order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstancesunder which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents orany Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing theIncorporated Documents or any Prospectus in connection with the Offering, the Company will furnish the Placement Agent with a copy ofsuch proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.

(d)Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, duringthe period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectusor prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e)Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the PlacementAgent, make any offer relating to the Securities that would constitute a Company Free Writing Prospectus or that would otherwise constitutea “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company withthe Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consentsin writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants thatit shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirementsof Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filingwith the Commission, legending and record keeping.

(f)Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Shares.

(g)Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in anyevent not later than 18 months after the last Closing Date, the Company will make generally available to its security holders and tothe Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing Date,that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.

(h)Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with theCommission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and inthe manner required by the Exchange Act.

(i)Additional Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agentor the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptableto the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiaryof, the representations and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement withInvestors in the Offering.

(j)No Manipulation of Price. Neither the Company, nor to its knowledge, any of its employees, directors or shareholders, hastaken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to causeor result in, under the Exchange Act, or otherwise stabilization or manipulation of the price of any security of the Company to facilitatethe sale or resale of the Securities.

(k)Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefitand use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the PlacementAgent’s prior written consent.

(l)Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make publicits involvement with the Offering.

(m)Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(n)Research Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly,of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’sselection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providingfavorable or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that thePlacement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatenedto change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Companyhereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agentwith respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analystsand research departments may be different from or inconsistent with the views or advice communicated to the Company by the PlacementAgent’s investment banking divisions. The Company acknowledges that the Placement Agent is a full service securities firm and assuch from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customersand hold long or short position in debt or equity securities of the Company.

(o)Subsequent Equity Sales.

(i)From the date hereof until 60 days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreementto issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (ii) file any registrationstatement or amendment or supplement thereto, other than the Prospectus or filing a registration statement on Form S-8 in connectionwith any employee benefit plan, in each case without prior written consent of the Placement Agent.

(ii)From the date hereof until 60 days after the Closing Date, the Company shall be prohibited from effecting or entering into an agreementto effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination thereof)involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues orsells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additionalshares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varieswith the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equitysecurities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initialissuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to thebusiness of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including,but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities ata future determined price; provided, however, that (i) 60 days after the Closing Date, the issuance of shares of CommonStock in an “at the market” offering with the Placement Agent as sales agent shall not be deemed a Variable Rate Transaction;and (ii) the issuance of shares of Common Stock pursuant to the purchase agreement between the Company and Alumni Capital LP, dated April24, 2025 shall also not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against theCompany to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(iii)Notwithstanding the foregoing, this Section 4(o) shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transactionshall be an Exempt Issuance. An “Exempt Issuance” means the issuance of (a) Common Stock or equity awards to employees,officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employeemembers of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purposefor services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunderand/or other securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement,provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or todecrease the exercise price, exchange price or conversion price of such securities (other than in connection with automatic price resets,stock splits, adjustments or combinations as set forth in such securities) or to extend the term of such securities and (c) securitiesissued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, providedthat such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights thatrequire or permit the filing of any registration statement in connection therewith during the six month period following the ClosingDate, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or throughits subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provideto the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company isissuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

(p)Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements exceptto extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. Ifany party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seekspecific performance of the terms of such Lock-Up Agreement.

(q)FINRA. The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that anyofficer, director, 10% or greater shareholder of the Company or Person that received the Company’s unregistered equity securitiesin the past 180 days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination ofthis Agreement or the 60-day period after the Effective Date

Section5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to theaccuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the datehereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligationshereunder on and as of such dates, and to each of the following additional conditions:

(a)Accountants’ Comfort Letters. On the date hereof, the Placement Agent shall have received, and the Company shall have causedto be delivered to the Placement Agent, a letter from Grassi & Co., CPAs, P.C. (the current independent registered public accountingfirm of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the PlacementAgent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects ofthe Company from that set forth in the Incorporated Documents or the applicable Prospectus or prospectus supplement, which, in the PlacementAgent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable orinadvisable to proceed with the Offering of the Securities as contemplated by such Prospectus.

(b)Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been dulyfiled with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereofshall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventingor suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatenedby the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities ofthe Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedingsfor that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission,securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have beencomplied with; and FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

(c)Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statementand each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonablysatisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as itmay reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

(d)No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in thePlacement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effector any material adverse change or development involving a prospective material adverse change in the condition or the business activities,financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement andProspectus (“Material Adverse Change”).

(e)Opinion of Counsels for the Company. The Placement Agent shall have received on each Closing Date (i) the favorable opinion ofThompson Hine LLP, counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letteraddressed to the Placement Agent and in form and substance satisfactory to the Placement Agent, and (ii) the favorable opinion of McCarter& English, LLP, intellectual property legal counsel to the Company, addressed to the Placement Agent in form and substance satisfactoryto the Placement Agent.

(f)Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, datedas of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and thePlacement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents,the Prospectus, and this Agreement and to the further effect that:

(i)The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at orprior to such Closing Date;

(ii)No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedingsfor that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no orderhaving the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issuedby any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purposehave been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatoryauthority or stock exchange in the United States;

(iii)When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of suchcertificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed withthe Commission, and any Prospectus, contained all material information required to be included therein by the Securities Act and theExchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respectsconformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not includeany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading (provided, however, that the preceding representationsand warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformitywith information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective dateof the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commissionthereunder to be set forth in the Incorporated Documents which has not been so set forth; and

(iv)Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and anyProspectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiariestaken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, thatis material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurredin the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exerciseof outstanding stock options or warrants or conversion of outstanding preferred stock) or outstanding indebtedness of the Company orany Subsidiary; (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any lossor damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustainedwhich has a Material Adverse Effect.

(g)Regulatory Certificate. On the Closing Date, the Placement Agent shall have received a certificate from the Company’s ChiefExecutive Officer with respect to certain regulatory matters, dated as of the Closing Date, addressed to the Placement Agent in formand substance satisfactory to the Placement Agent.

(h)Bring-down Comfort Letters. On each Closing Date, the Placement Agent shall have received from Grassi & Co., CPAs,P.C., or such other independent registered public accounting firm of the Company, a letter dated as of such Closing Date, in form andsubstance satisfactory to the Placement Agent, to the effect that they reaffirm the statements made in the letter furnished pursuantto subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be nomore than two business days prior to such Closing Date.

(i)Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market,and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registrationof the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shallthe Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registrationor listing.

(j)Lock-Up Agreements. On the Closing Date, the Placement Agent shall have received the executed lock-up agreement from each of theCompany’s directors and executive officers and any stockholders holding 5% or more of the Company’s voting securities.

(k)Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have receivedsuch information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale ofthe Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfactionof any of the conditions or agreements, herein contained.

Ifany condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated bythe Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liabilityon the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution)and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section6. Payment of Expenses. The Company shall be responsible for and pay all expenses relating to the Offering, including, without limitation,all filing fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commissionand the filing of the offering materials with FINRA; all fees and expenses relating to the listing of such Securities on such stock exchangeas the Company and the Placement Agent together determine; all fees, expenses and disbursements relating to background checks of theCompany’s officers and directors; all fees, expenses and disbursements relating to the registration or qualification of such Securitiesunder the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate(including, without limitation, all filing and registration fees, and the fees and disbursements of the Placement Agent’s counselat Closing)); all fees and expenses associated with the i-Deal system and NetRoadshow not to exceed $3,000; the costs of all mailingand printing of the Offering documents (including the transaction documents, any Blue Sky Surveys and, if appropriate, any AgreementAmong Underwriters, Selected Dealers’ Agreement, placement agents’ questionnaire and power of attorney), Registration Statements,Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agentmay reasonably deem necessary; the costs and expenses of the public relations firm referred to in the Engagement Letter; the costs ofpreparing, printing and delivering certificates representing such Securities; fees and expenses of the transfer agent for such Securities;stock transfer taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; the fees and expensesof the Company’s accountants and the fees and expenses of the Placement Agent and the Company’s legal counsel and other agentsand representatives. For the sake of clarity, it is understood and agreed that (i) the Company shall be responsible for the PlacementAgent’s legal fees, costs and expenses in connection with the Offering irrespective of whether the Offering is consummated, and(ii) the maximum amount of legal fees, costs and expenses incurred by the Placement Agent that the Company shall be responsible for shallnot exceed $100,000 in the event of a Closing, and shall not exceed $50,000 in the event that there is not a Closing.

Section7. Indemnification and Contribution.

(a)The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, itsaffiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel forall Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they areincurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Personis a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a materialfact contained in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission tostate therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, notmisleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relatingto an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents)or (ii) otherwise arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuantto this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with anysuch advice, services or transactions; provided, however, that, in the case of clause (ii) only, the Company shall notbe responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solelyfrom such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any of the advice, actions, inactionsor services referred to above or (y) use of any offering materials or information concerning the Company in connection with the offeror sale of the Securities in the Offering which were not authorized for such use by the Company and which use constitutes gross negligenceor willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connectionwith enforcing such Indemnified Person’s rights under this Agreement.

(b)Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity maybe sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any IndemnifiedPerson so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnityor otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shallhave the right to assume the defense of any such action including the employment of counsel reasonably satisfactory to the PlacementAgent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate counsel in anysuch action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such IndemnifiedPerson unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such action(including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advisedin the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company fromrepresenting both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall not insuch event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons inconnection with any action or related actions, in addition to any local counsel. The Company shall not be liable for any settlement ofany action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, withoutthe prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entryof any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification or contributionmay be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or terminationincludes an unconditional release of each Indemnified Person from all Liabilities arising out of such action for which indemnificationor contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereofduring the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

(c)In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Companyshall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the otherhand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permittedby applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agentand any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessaryto ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount offees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to theCompany, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemedto be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received bythe Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentationwithin the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guiltyof fraudulent misrepresentation.

(d)The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, servicesor transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resultedsolely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactionsor services.

(e)The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreementand shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s servicesunder or in connection with, this Agreement.

Section8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and otherstatements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuantto this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent,the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive deliveryof and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company,its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution andreimbursement agreements contained in this Agreement.

Section9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, e-mailed or telecopied and confirmedto the parties hereto as follows:

Ifto the Placement Agent to the address set forth above, attention: James Siegel, email: [***]

Witha copy to:

EllenoffGrossman & Schole LLP

1345Avenue of the Americas, 11th Floor

NewYork, New York 10105

E-mail:[***]

Attention:Matthew Bernstein

Ifto the Company:

Azitra,Inc.

21Business Park Drive

Branford,Connecticut 06405

E-mail:[***]

Attention:Norman Staskey

Witha copy to:

ThompsonHine LLP

300Madison Avenue, 27^th Floor

NewYork, NY 10017

E-mail:[***]

Attention:Faith Charles

Anyparty hereto may change the address for receipt of communications by giving written notice to the others.

Section10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,and no other person will have any right or obligation hereunder.

Section11. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall notaffect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision ofthis Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (andonly such minor changes) as are necessary to make it valid and enforceable.

Section12. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicableto agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof. This Agreementmay not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inureto the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respectto any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising underthis Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, byexecution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to processbeing served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) tosuch party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in anymanner permitted by law. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any suchcourt shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Companyis or may be subject, by suit upon such judgment. If either party to this Agreement shall commence an action or proceeding to enforceany provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other partyfor its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such actionor proceeding.

Section13. General Provisions.

(a)This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneousoral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,the Engagement Agreement, dated December 31, 2024, as amended on January 23, 2025 and August 19, 2025 (as amended, the “EngagementAgreement”), between the Company and the Placement Agent shall continue to be effective and the terms therein shall continueto survive and be enforceable by the Placement Agent in accordance with its terms, including the exclusivity period included therein,provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreementshall prevail. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effectas if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writingby all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whomthe condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the constructionor interpretation of this Agreement.

(b)The Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent’s responsibility to theCompany is solely contractual and commercial in nature, (ii) the Placement Agent has acted at arms length, are not agents of, and oweno fiduciary duties to the Company or any other person, (iii) the Placement Agent owes the Company only those duties and obligationsset forth in this Agreement and (iv) the Placement Agent may have interests that differ from those of the Company. The Company waivesto the fullest extent permitted by applicable law any claims it may have against the Placement Agent arising from a breach or allegedbreach of fiduciary duty in connection with the offering of the Securities.

[Theremainder of this page has been intentionally left blank.]

Ifthe foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with allcounterparts hereof, shall become a binding agreement in accordance with its terms.

Theforegoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.

Exhibit4.11

PRE-FUNDEDCOMMON STOCK PURCHASE WARRANT

AZITRA,INC.

THISPRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or itsassigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafterset forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised infull (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, Inc., a Delaware corporation(the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as definedin Section 2(b).

Section1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicatedin this Section 1:

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“BidPrice” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stockis then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (ora similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the CommonStock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiserselected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,the fees and expenses of which shall be paid by the Company.

“Boardof Directors” means the board of directors of the Company.

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorizedor required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authorityso long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generallyare open for use by customers on such day.

“Commission”means the United States Securities and Exchange Commission.

“CommonStock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“CommonStock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that isat any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liabilitycompany, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“RegistrationStatement” means the Company’s registration statement on Form S-1 (File No. 333-________).

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SecuritiesPurchase Agreement” means the securities purchase agreement, dated as of ________, among the Company and the purchasers signatorythereto, as amended, modified, or supplemented from time to time in accordance with its terms.

“Subsidiary”means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formedor acquired after the date hereof.

“TradingDay” means a day on which the Common Stock is traded on a Trading Market.

“TradingMarket” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the datein question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York StockExchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“TransferAgent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Pl, Woodmere,NY 11598, and any successor transfer agent of the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listedor quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (ora similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the CommonStock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiserselected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,the fees and expenses of which shall be paid by the Company.

“Warrants”means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

Section2. Exercise.

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any timeor times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDFcopy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedin Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for theshares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unlessthe cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Noticeof Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercisebe required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on whichthe final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of thetotal number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasablehereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain recordsshowing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Noticeof Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledgeand agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, thenumber of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than thenominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exerciseof this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exerciseprice under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrantshall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

c)Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by(A), where:

IfWarrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of theSecurities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees notto take any position contrary to this Section 2(c).

d)Mechanics of Exercise.

i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted bythe Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The DepositoryTrust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participantin such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resaleof the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of acertificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Sharesto which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the datethat is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of TradingDays comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “WarrantShare Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date ofdelivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise)is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Periodfollowing delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subjectto a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and notas a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicableNotice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share DeliveryDate) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstandingand exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in anumber of Trading Days (including no Trading Days if the settlement date is the trade date), on the Company’s primary Trading Marketwith respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, withrespect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which maybe delivered at any time after the time of execution of the Securities Purchase Agreement, the Company agrees to deliver the WarrantShares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall bethe Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the caseof a cashless exercise) is received by such Warrant Share Delivery Date.

ii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request ofa Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrantevidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall inall other respects be identical with this Warrant.

iii.Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available tothe Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisionsof Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is requiredby its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, sharesof Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving uponsuch exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connectionwith the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercisewas not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stockthat would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if theHolder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of sharesof Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediatelypreceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicatingthe amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, withoutlimitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver sharesof Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exerciseof this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Companyshall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multipliedby the Exercise Price or round up to the next whole share.

vi.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer taxor other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant whensurrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company mayrequire, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Companyshall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exerciseof this Warrant, pursuant to the terms hereof.

e)Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have theright to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuanceafter exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any otherPersons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, thenumber of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the numberof shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall excludethe number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrantbeneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised ornonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subjectto a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of itsAffiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownershipshall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it beingacknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extentthat the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation toother securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisableshall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determinationof whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and AttributionParties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Companyshall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group statusas contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgatedthereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely onthe number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filedwith the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice bythe Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request ofa Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock thenoutstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the dateas of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstandingimmediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon noticeto the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the BeneficialOwnership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effectto the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shallcontinue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after suchnotice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than instrict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistentwith the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properlygive effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section3. Certain Adjustments.

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwisemakes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in sharesof Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of thisWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reversestock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of theCommon Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of whichthe numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such eventand of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number ofshares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrantshall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date forthe determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or re-classification.

b)Intentionally omitted.

c)Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the recordholders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder hadheld the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercisehereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken forthe grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of sharesof Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent thatthe Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares ofCommon Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance forthe Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend orother distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capitalor otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirableupon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holderexceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of suchDistribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not resultin the Holder exceeding the Beneficial Ownership Limitation).

e)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one ormore related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantiallyall of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchangeoffer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tenderor exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstandingCommon Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, inone or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or otherbusiness combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) withanother Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stockor greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have beenissuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (withoutregard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiringcorporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant isexercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of thisWarrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to suchAlternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such FundamentalTransaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting therelative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to thesecurities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the AlternateConsideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successorentity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume inwriting all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to writtenagreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) priorto such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a securityof the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisablefor a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of CommonStock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) priorto such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of suchshares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economicvalue of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory inform and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to theterm “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer insteadto each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or SuccessorEntities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entityor Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documentswith the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as theCompany herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardlessof (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether aFundamental Transaction occurs prior to the Initial Exercise Date.

f)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as thecase may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given dateshall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g)Notice to Holder.

i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Companyshall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustmentto the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) onthe Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) theCompany shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares ofcapital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection withany reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, anysale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted intoother securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last emailaddress as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effectivedate hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record tobe entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expectedthat holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or otherproperty deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure todeliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required tobe specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public informationregarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to aCurrent Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of suchnotice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section4. Transfer of Warrant.

a)Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a writtenassignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficientto pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shallexecute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant notso assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to theCompany assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder forthe purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office ofthe Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed bythe Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such divisionor combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be dividedor combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date ofthis Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat theregistered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,and for all other purposes, absent actual notice to the contrary.

Section5. Miscellaneous.

a)No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expresslyset forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuantto Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company berequired to net cash settle an exercise of this Warrant.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, theCompany will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrantor stock certificate.

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right requiredor granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding BusinessDay.

d)Authorized Shares.

TheCompany covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock asufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged withthe duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take allsuch reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of anyapplicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenantsthat all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exerciseof the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validlyissued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Exceptand to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amendingits certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or saleof securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessaryor appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of theforegoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Companymay validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,as may be, necessary to enable the Company to perform its obligations under this Warrant.

Beforetaking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in theExercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary fromany public regulatory body or bodies having jurisdiction thereof.

e)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governedby and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflictsof law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated herebyor discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it isnot personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenientvenue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in anysuch suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in anyother manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, andthe Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shalloperate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provisionof this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any materialdamages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collectingany amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, withoutlimitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnightcourier service, addressed to the Company, at 21 Business Park Drive, Branford, CT 06045 , Attention: Chief Financial Officer, emailaddress: [***], or such other email address or address as the Company may specify for such purposes by notice to the Holders.Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address ofsuch Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given andeffective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail addressset forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission,if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a TradingDay or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sentby U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required tobe given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Companyor any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrantto purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability ofthe Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Companyor by creditors of the Company.

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, willbe entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequatecompensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not toassert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shallinure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assignsof Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shallbe enforceable by the Holder or holder of Warrant Shares.

l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, onthe one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shallbe ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remainingprovisions of this Warrant.

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemeda part of this Warrant.

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(SignaturePage Follows)

INWITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first aboveindicated.

NOTICEOF EXERCISE

(1)The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (onlyif exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Payment shall take the form of (check applicable box):

[   ] in lawful money of the United States; or

[   ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula setforth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashlessexercise procedure set forth in subsection 2(c).

(3)Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

TheWarrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

[SIGNATUREOF HOLDER]

Nameof Investing Entity: ________________________________________________________________________

Signatureof Authorized Signatory of Investing Entity: _________________________________________________

Nameof Authorized Signatory: ___________________________________________________________________

Titleof Authorized Signatory: ____________________________________________________________________

Date:________________________________________________________________________________________

ASSIGNMENTFORM

(Toassign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FORVALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Exhibit4.12

PLACEMENTAGENT’S PURCHASE WARRANT

AZITRA,INC.

ThisPLACEMENT AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____ or its assigns(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafterset forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”)and on or prior to 5:00 p.m. (New York City time) on [___], 2030² (the “Termination Date”) but not thereafter,to subscribe for and purchase from Azitra, Inc., a Delaware corporation (the “Company”), up to ____ shares (as subjectto adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock underthis Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain PlacementAgency Agreement (the “Placement Agency Agreement”), dated [___], 2025, between the Company and Maxim Group LLC, asplacement agent.

Section2. Exercise.

a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any timeor times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimilecopy or PDF copy submitted by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Noticeof Exercise”). Within the earlier of (i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard SettlementPeriod (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate ExercisePrice for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United Statesbank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-originalNotice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice ofExercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender thisWarrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercisedin full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of thedate on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of aportion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of WarrantShares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shallmaintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objectionto any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of thisWarrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the WarrantShares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount statedon the face hereof.

b)Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[___], subject to adjustment hereunder(the “Exercise Price”).

¹Six months from the issue date.

²Insert the date that is the five year anniversary of the commencement of sales in the offering.

c)Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by(A), where:

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listedor quoted on The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “Trading Market”),the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on whichthe Common Stock are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading day from9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock are listed or quoted on the OTCQB or OTCQX(each as operated by OTC Markets Group, Inc., or any successor market), the volume weighted average price of the Common Stock for suchdate (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for tradingon the OTCQB or OTCQX Markets and if prices for the Common Stock are then reported in the OTC Pink Market published by OTC Markets GroupInc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of theCommon Stock so reported, or (d) in all other cases, the fair market value of a Common Stock as determined by an independent appraiserselected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder, the fees and expenses of whichshall be paid by the Company.

IfWarrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of theSecurities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees notto take any position contrary to this Section 2(c).

d)Mechanics of Exercise.

i.Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted bythe Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The DepositoryTrust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participantin such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resaleof the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise and the Warrant Shares are eligible forresale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 under the Securities Act, and otherwise by physicaldelivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the numberof Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exerciseby the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the numberof Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporatepurposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespectiveof the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashlessexercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard SettlementPeriod following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Sharessubject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damagesand not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date ofthe applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the WarrantShare Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescindssuch exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remainsoutstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressedin a number of Trading Days (including no Trading Days if the settlement date is the trade date), on the Company’s primary TradingMarket with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request ofa Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrantevidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall inall other respects be identical with this Warrant.

iii.Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available tothe Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisionsof Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is requiredby its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, sharesof Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving uponsuch exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connectionwith the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercisewas not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stockthat would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if theHolder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of sharesof Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediatelypreceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicatingthe amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, withoutlimitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver sharesof Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exerciseof this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Companyshall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multipliedby the Exercise Price or round up to the next whole share.

vi.Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer taxor other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant whensurrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company mayrequire, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Companyshall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exerciseof this Warrant, pursuant to the terms hereof.

e)Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have theright to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuanceafter exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any otherPersons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, thenumber of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the numberof shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall excludethe number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrantbeneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised ornonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subjectto a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of itsAffiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownershipshall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it beingacknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extentthat the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation toother securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisableshall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determinationof whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and AttributionParties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation and the Companyshall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group statusas contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgatedthereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely onthe number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filedwith the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice bythe Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request ofa Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock thenoutstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the dateas of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstandingimmediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon noticeto the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the BeneficialOwnership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effectto the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shallcontinue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after suchnotice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than instrict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistentwith the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properlygive effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section3. Certain Adjustments.

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwisemakes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in sharesof Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of thisWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reversestock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of CommonStock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which thenumerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such eventand of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number ofshares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrantshall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date forthe determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or re-classification.

b)Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the recordholders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder hadheld the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercisehereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken forthe grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of sharesof Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that theHolder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares ofCommon Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance forthe Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (otherthan cash) or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of returnof capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by wayof a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirableupon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holderexceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of suchDistribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not resultin the Holder exceeding the Beneficial Ownership Limitation).

d)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one ormore related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantiallyall of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchangeoffer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tenderor exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstandingCommon Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, inone or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or otherbusiness combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) withanother Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stockor greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have beenissuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (withoutregard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiringcorporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant isexercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of thisWarrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to suchAlternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such FundamentalTransaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting therelative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to thesecurities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the AlternateConsideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, thedate of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holderan amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the dateof the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not withinthe Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receivefrom the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Valueof the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connectionwith the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether theholders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the FundamentalTransaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any considerationin such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (whichSuccessor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black ScholesValue” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” functionon Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transactionfor pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the timebetween the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expectedvolatility equal to the 100 day volatility as obtained from the HVT function on Bloomberg as of the Trading Day immediately followingthe public announcement of the applicable contemplated Fundamental Transaction, (C) at the election of the Holder, the underlying priceper share used in such calculation shall be based on either of the following, (i) the sum of the price per share being offered in cash,if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediatelypreceding the public announcement of the applicable contemplated Fundamental Transaction, or (iii)or the consummation of the applicableFundamental Transaction, if earlier, (D) a remaining option time equal to the time between the date of the public announcement of theapplicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black ScholesValue will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five BusinessDays of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successorentity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume inwriting all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to writtenagreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) priorto such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a securityof the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisablefor a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of CommonStock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) priorto such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of suchshares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economicvalue of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory inform and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to theterm “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer insteadto each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or SuccessorEntities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entityor Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documentswith the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as theCompany herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardlessof (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether aFundamental Transaction occurs prior to the Initial Exercise Date.

e)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as thecase may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given dateshall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)Notice to Holder.

i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Companyshall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resultingadjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) onthe Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) theCompany shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares ofcapital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection withany reclassification of the Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole)is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby theCommon Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile oremail to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a recordis to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, thedate as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrantsare to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expectedto become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled toexchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger,sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shallnot affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in thisWarrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shallsimultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercisethis Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice exceptas may otherwise be expressly set forth herein.

Section4. Transfer of Warrant.

a)Transferability. Neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would resultin the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencementof sales of the offering pursuant to which this Warrant is being issued. Subject to the foregoing restriction, this Warrant and all rightshereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designatedagent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or itsagent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, ifrequired, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, asapplicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a newWarrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anythingherein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assignedthis Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the dateon which the Holder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assigned inaccordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office ofthe Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed bythe Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such divisionor combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be dividedor combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date ofthis Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for thatpurpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deemand treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distributionto the Holder, and for all other purposes, absent actual notice to the contrary.

d)Representation by Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and,upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to orfor distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securitieslaw, except pursuant to sales registered or exempted under the Securities Act.

Section5. Registration Rights.

a)To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event thatthe Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock(other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback”registration would be inappropriate), then, for a period of five (5) years from the commencement of sales of the Offering, the Companyshall give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days beforethe anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intendedmethod(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to theHolder in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such Holder may request in writingwithin five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such WarrantShares to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwritersof a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same termsand conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordancewith the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registrationthat involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwritersselected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company(which information shall be limited to that which is required for disclosure under the Securities Act and the forms, rules and regulationspromulgated thereunder) to be included in the registration statement timely or the Company may elect to exclude such Holder from theregistration statement.

b)In addition, to the extent the Company does not maintain an effective registration statement for the Warrant Shares, for a period offive (5) years from the commencement of sales of the Offering, the Holder shall be entitled to one (1) demand right for the registrationof the Warrant Shares at the Company’s expense (other than any underwriting discounts, selling commissions, share transfer taxesapplicable to the sale of the Warrant Shares, and fees and disbursements of counsel for the Holder) (the “Demand Registration”).In the event of a Demand Registration, the Company shall use its commercially reasonable efforts to register the applicable Warrant Shares.All Holders of Warrant Shares proposing to distribute their securities through a Demand Registration that involves an underwriter orunderwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such DemandRegistration. Furthermore, each Holder must provide such information as reasonably requested by the Company (which information shallbe limited to that which is required for disclosure under the Securities Act and the forms, rules and regulations promulgated thereunder)to be included in the registration statement timely or the Company may elect to exclude such Holder from the registration statement.

c)Notwithstanding the foregoing, the registration rights described in this Section 5 shall be subject to limitations imposed by the Commission’srules or comments of the Commission staff in connection with its review of the registration statement for any such resale registration.Moreover, notwithstanding the foregoing registration obligations of the Company, if the Company furnishes to the Holders requesting aDemand Registration a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of theCompany’s Board of Directors it would be materially detrimental to the Company and its stockholders for a registration statementto either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective,because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transactioninvolving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose forpreserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act,then the Company shall have the right to defer taking action with respect to such Demand Registration or withdraw a related registrationstatement for a period of not more than forty-five (45) calendar days; provided, however, that the Company may not invoke this rightmore than twice in any twelve (12) month period or during the twelve (12) month period prior to the Termination Date.

Section6. Miscellaneous.

a)No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expresslyset forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuantto Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company berequired to net cash settle an exercise of this Warrant.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, theCompany will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrantor stock certificate.

c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right requiredor granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding BusinessDay.

d)Authorized Shares.

i.The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stocka sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged withthe duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take allsuch reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of anyapplicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenantsthat all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exerciseof the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validlyissued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof(other than taxes in respect of any transfer occurring contemporaneously with such issue).

ii.Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issueor sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as maybe necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generalityof the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Companymay validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,as may be, necessary to enable the Company to perform its obligations under this Warrant.

iii.Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable orin the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessaryfrom any public regulatory body or bodies having jurisdiction thereof.

e)Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and thetransactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects bythe laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to theconflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and theCompany: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplatedhereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States DistrictCourt for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, actionor proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in theUnited States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and theCompany further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceedingin the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of NewYork and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by FederalExpress via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, actionor proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by FederalExpress via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action orproceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVEEQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISINGOUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

f)Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, andthe Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shalloperate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provisionof this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any materialdamages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collectingany amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)Notices. Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with thePlacement Agency Agreement.

i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrantto purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability ofthe Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Companyor by creditors of the Company.

j)Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, willbe entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequatecompensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not toassert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shallinure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assignsof Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shallbe enforceable by the Holder or holder of Warrant Shares.

l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, onthe one hand, and the Holder of this Warrant, on the other hand.

m)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shallbe ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remainingprovisions of this Warrant.

n)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemeda part of this Warrant.

********************

(SignaturePage Follows)

INWITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first aboveindicated.

NOTICEOF EXERCISE

(1)The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (onlyif exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Payment shall take the form of (check applicable box):

☐in lawful money of the United States; or

☐if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedureset forth in subsection 2(c).

(3)Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

TheWarrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

[SIGNATUREOF HOLDER]

Nameof Investing Entity: ___________________________________________________

________________________________________________________________________

Signatureof Authorized Signatory of Investing Entity:

_________________________________________________

Nameof Authorized Signatory:

___________________________________________________________________

Titleof Authorized Signatory:

Date:___________________________________________________________________

ASSIGNMENTFORM

(Toassign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FORVALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Exhibit5.1

August29, 2025

Azitra,Inc.

21Business Park Drive

Branford,CT 06405

Re:Registration Statement on Form S-1

Ladiesand Gentlemen:

Wehave acted as counsel for Azitra, Inc., a Delaware corporation (the “Company”), in connection the preparationand filing with the U.S. Securities and Exchange Commission (the “Commission”) of this registration statementon Form S-1 (the “Registration Statement”) on the date hereof under the Securities Act of 1933, as amended(the “Securities Act”), and the related prospectus contained therein (the “Prospectus”).We are rending this opinion in connection with the filing by the Company of the Registration Statement related to the offer and saleby the Company (the “Offering”) of up to (i) 10,204,081 shares (the “Shares”) ofcommon stock, par value $0.0001 per share, of the Company (the “Common Stock”), (ii) 10,204,081 pre-fundedwarrants to purchase 10,204,081 shares of Common Stock (the “Pre-Funded Warrants”, and the shares of CommonStock to be issued pursuant to the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), and (iii) 408,163placement agent warrants to purchase 408,163 shares of Common Stock (the “Placement Agent Warrants”), and theshares of Common Stock to be issued pursuant to the Placement Agent Warrants, the “Placement Agent Shares”).The Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Placement Agent Warrants, and Placement Agent Warrant Shares are being registeredand to be issued pursuant to the Registration Statement.

Inconnection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) theCompany’s Certificate of Incorporation as amended and/or restated to date and as currently in effect (the “Certificateof Incorporation”), (ii) the Company’s Bylaws as amended and/or restated to date and as currently in effect (the“Bylaws”), (iii) the Registration Statement and the Prospectus, (iv) the Pre-Funded Warrant, (v) the PlacementAgent Warrant, (vi) the form of securities purchase agreement to be entered into by and among the Company and the purchasers identifiedon the signature pages thereto, substantially in the form of filed as Exhibit 10.15 to the Registration Statement (the “PurchaseAgreement”), and (vii) such corporate records, agreements, documents, and other instruments, and such certificates or comparabledocuments of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basisfor the opinion hereinafter set forth.