AZTR Azitra Inc - 8-K

EX-99.1
2
ex99-1.htm
EX-99.1

Exhibit
99.1

Azitra
Announces Intention to Adjourn Annual Meeting and Reconvene Annual Meeting

BRANFORD,
Conn. – May 27, 2026 - Azitra, Inc. (NYSE American: AZTR), a clinical stage biopharmaceutical company focused on developing innovative
therapies for precision dermatology, today announced that it intends to convene its upcoming 2026 annual meeting of stockholders (the
“2026 Annual Meeting”) scheduled for June 4, 2026 at 11:00 a.m., Eastern Time, and then immediately adjourn proceedings,
without conducting any other business. Azitra intends to reconvene the 2026 Annual Meeting on June 15, 2026 at 11:00 a.m., Eastern Time
(the “Reconvened 2026 Annual Meeting”). The Company has determined to adjourn the 2026 Annual Meeting to allow additional
time for stockholders to receive and submit their proxy materials, as a result of a minor administrative delay in mailing.

The
Reconvened 2026 Annual Meeting will continue to be held in a virtual format. Stockholders will be able to listen and participate in the
virtual annual meeting, as well as vote and submit questions during the live webcast of the meeting by visiting www.proxydocs.com/AZTR
and entering the control number included in their proxy card. The proposals at the Reconvened 2026 Annual Meeting will be the same as
those at the 2026 Annual Meeting.

Azitra
encourages eligible stockholders as of the record date of April 24, 2026, who have not yet voted their shares on the meeting proposals,
or are uncertain if their shares have been voted on, to contact their broker or bank to vote their shares. The Board of Directors and
management of the Company request that these stockholders consider and vote their proxies as soon as possible on the meeting proposals,
but no later than June 15, 2026, at 10:59 a.m. Eastern Time.

Stockholders
who have previously submitted their proxy and who do not want to change their vote need not take any action.

As
described in the 2026 Annual Meeting Proxy Statement, stockholders may use one of the following simple methods to, prior to the Reconvened
2026 Annual Meeting, vote their shares, or change their previously submitted vote, no later than June 15, 2026, at 10:59 a.m. Eastern
Time with respect to the proposals:

●

By
mail . Complete and mail the proxy card in the postage prepaid envelope. If you return your signed proxy card to us before the
Reconvened 2026 Annual Meeting, we will vote your shares as you direct. If you sign the proxy card but do not specify how you want
your eligible shares voted, they will be voted as recommended by our Board.

●

Over
the Internet . To submit a proxy to vote your shares through the Internet, go to www.proxypush.com/AZTR to complete an electronic
proxy card. You will be asked to provide the control number from the proxy card delivered to you.

●

By
telephone . To submit a proxy to vote your shares telephonically, please call the toll-free number listed on your proxy card and
follow the instructions provided.

Votes
must be received by 10:59 a.m. Eastern Time on June 15, 2026, to be counted. After this time, votes can only be cast during the Reconvened
2026 Annual Meeting on June 15, 2026, at 11:00 a.m. Eastern Time at www.proxydocs.com/AZTR.

About
Azitra

Azitra,
Inc. is a clinical stage biopharmaceutical company focused on developing innovative therapies for precision dermatology. The Company’s
lead program, ATR-12, uses an engineered strain of S. epidermidis designed to treat Netherton syndrome, a rare, chronic skin disease
with no approved treatment options. Netherton syndrome may be fatal in infancy with those living beyond a year having profound lifelong
challenges. The ATR-12 program includes a Phase 1b clinical trial in adult Netherton syndrome patients. ATR-04, Azitra’s additional
advanced program, utilizes another engineered strain of S. epidermidis for the treatment of EGFR inhibitor (“EGFRi”) associated
rash. Azitra has received Fast Track designation from the FDA for EGFRi associated rash, which impacts approximately 150,000 people in
the U.S. Azitra has an open IND for its ATR-04 program in patients with EGFRi associated rash. The ATR-12 and ATR-04 programs were developed
from Azitra’s proprietary platform of engineered proteins and topical live biotherapeutic products that includes a microbial library
comprised of approximately 1,500 bacterial strains. The platform is augmented by artificial intelligence and machine learning technology
that analyzes, predicts, and helps screen the library of strains for drug like molecules. Azitra is also developing its proprietary filaggrin
protein and peptide technologies for the consumer, cosmeceutical market. The new initiative is the first amongst others, which aims to
leverage Azitra’s microbial genetic engineering platform to manufacture innovative proteins and peptides for the cosmetic and research
markets. For more information, please visit https://azitrainc.com .

Forward-Looking
Statements

This
press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “believe,” “can,”
“could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,”
“objective,” “plan,” “potential,” “predict,” “should,” “will,”
“would,” or the negative of these terms and similar expressions intended to identify forward-looking statements. These forward-looking
statements include statements related to the meeting proposals, the timing and the outcome of the Reconvened 2026 Annual Meeting, matters
described above, the parties’ expectations and related matters. Azitra cautions readers that forward-looking statements are based
on management’s expectations and assumptions as of the date of this press release and are subject to certain risks and uncertainties
that could cause actual results to differ materially and adversely from those expressed in, or implied by, these forward-looking statements,
including, but not limited to, the timing of the Reconvened 2026 Annual Meeting. These and other risks and uncertainties are described
more fully in the sections titled “Risk Factors” and “Cautionary Notice” in the Company’s annual report
on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the SEC. Forward-looking statements reflect the Company’s
analysis only on their stated date, and Azitra undertakes no obligation to update or revise these statements except as may be required
by law.

Additional
Information and Where to Find It

In
connection with the solicitation of proxies, on May 8, 2026, Azitra filed the 2026 Annual Meeting Proxy Statement with the SEC with respect
to the 2026 Annual Meeting. Promptly after filing the 2026 Annual Meeting Proxy Statement with the SEC, Azitra mailed the 2026 Annual
Meeting Proxy Statement and a proxy card to each stockholder entitled to vote at the 2026 Annual Meeting to consider the proposals. STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT AZITRA
HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the 2026
Annual Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Azitra with the SEC
in connection with the proposals at the SEC’s website ( http://www.sec.gov ) or at the Company’s investor relations
website ( https://ir.azitrainc.com/financial-information/sec-filings ). The information provided on, or accessible through, our
website is not part of this communication, and therefore is not incorporated herein by reference.

Contact

Norman
Staskey

Chief
Financial Officer

[email protected]

Investor
Relations

Tiberend
Strategic Advisors, Inc.

Jon
Nugent

205-566-3026

[email protected]

Media
Relations

Tiberend
Strategic Advisors, Inc.

Casey
McDonald

646-577-8520