SCHEDULE: Alumni Capital Boosts Azitra Stake to 9.99%

Alumni Capital LP, along with its general partner and controlling person, reported a 9.99% beneficial ownership stake in Azitra, Inc. common stock.

Summary

• Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar (collectively, the "Reporting Persons") beneficially own 1,132,622 shares of Azitra, Inc. common stock.
• This ownership represents 9.99% of Azitra, Inc.'s outstanding common stock.
• The beneficial ownership includes shares acquired or acquirable through a Purchase Agreement dated April 25, 2025, another Purchase Agreement dated November 24, 2025, and various warrants (Commitment Warrants, Common Warrants, and Pre-Funded Warrants).
• Beneficial ownership is subject to limitations, primarily a 9.99% ownership limitation for Commitment Warrants and a 4.99% limitation for Common Warrants, Pre-Funded Warrants, and the April 2025 Purchase Agreement, which can be increased to 9.99% under specific conditions.
• As of the filing date, Alumni Capital LP currently owns 535,759 shares and has the right to acquire an additional 596,863 shares upon exercise of outstanding Commitment Warrants, subject to the 9.99% ownership limitation.
• The percentage of class is based on 10,740,697 shares outstanding as of December 10, 2025, plus the approximate total number of shares the Reporting Persons may acquire.

Sentiment

Score: 6

Explanation: The filing reports a significant beneficial ownership stake by an institutional investor, Alumni Capital LP, in Azitra, Inc. This indicates a level of confidence from the investor and provides a potential source of future capital for the company through warrant exercises and purchase agreements. The nature of the filing (Schedule 13G) is primarily factual, reporting ownership, rather than operational performance.

Positives

• Alumni Capital LP, an institutional investor, has taken a significant 9.99% beneficial ownership stake in Azitra, Inc., potentially signaling confidence in the company.
• The investment structure includes various warrants and purchase agreements, providing potential future capital to Azitra, Inc. upon exercise or required purchases.

Negatives

• The beneficial ownership is subject to limitations, such as a 4.99% cap for some warrants and purchase agreements, which may require further action (e.g., written notice or consent) to increase to 9.99%.

Risks

• The ability of Azitra, Inc. to require Alumni Capital LP to purchase shares under the April 2025 Purchase Agreement is at the Issuer's sole discretion, which could introduce uncertainty regarding future capital inflows from this specific agreement.
• The reported beneficial ownership includes shares that may be acquired upon exercise of warrants, meaning the actual current voting power might be lower if these warrants are not yet exercised.

Future Outlook

The filing indicates potential future share acquisitions by Alumni Capital LP through warrants and purchase agreements, subject to beneficial ownership limitations and the Issuer's discretion, suggesting a continued investment relationship.

Industry Context

A Schedule 13G filing indicates an institutional investor taking a significant, passive stake (under 10%) in a public company. This is a common occurrence in the market, often seen as a vote of confidence or a strategic investment. For a company like Azitra, Inc., such an investment can be a crucial source of capital and market validation, especially if it is a smaller or developing entity.

Comparison to Industry Standards

• Institutional investors frequently take passive stakes (under 10%) in public companies, often through a combination of direct share purchases and warrants, which is standard practice in the investment community.
• Ownership limitations (e.g., 4.99% or 9.99%) are common in such agreements to avoid triggering certain regulatory thresholds or change-of-control provisions, aligning with typical market structures.
• The investment structure involving purchase agreements and warrants is a typical financing mechanism for smaller public companies, similar to PIPE (Private Investment in Public Equity) deals, where investors commit to future share purchases, providing capital flexibility.

Stakeholder Impact

• Shareholders: The reporting of a significant institutional stake (9.99%) by Alumni Capital LP could be viewed positively, signaling investor confidence and potentially attracting further institutional interest. The existence of warrants and purchase agreements also outlines a potential path for future capital infusion into the company.
• Company (Azitra, Inc.): The agreements with Alumni Capital LP provide a mechanism for potential future capital raises through share purchases and warrant exercises, which could support operations and growth initiatives.

Next Steps

• Alumni Capital LP may increase its 4.99% ownership limitation in Common Warrants or Pre-Funded Warrants up to 9.99% upon written notice to Azitra, Inc.
• Alumni Capital LP may increase its 4.99% ownership limitation in the April 2025 Purchase Agreement up to 9.99% with Azitra, Inc.'s consent or written agreement.
• Upon each purchase of shares under the April 2025 Purchase Agreement, Alumni Capital LP will receive additional Commitment Warrants.
• Alumni Capital LP may acquire additional shares upon exercise of outstanding Commitment Warrants, Common Warrants, and Pre-Funded Warrants, subject to beneficial ownership limitations.

Key Dates

Recommendation

The filing indicates a significant institutional investment in Azitra, Inc. by Alumni Capital LP, reaching a 9.99% beneficial ownership stake. This is generally a positive signal, suggesting investor confidence and providing a potential source of future capital through warrants and purchase agreements. However, as a Schedule 13G, it primarily reports ownership and does not provide operational or financial performance updates. Without further information on the company's fundamentals, valuation, or strategic direction, a 'hold' recommendation is prudent. The investment structure, while positive, also includes ownership limitations and discretion on the issuer's part for some share purchases, which warrants a cautious approach rather than an immediate 'buy' based solely on this ownership report.

Keywords

Azitra Inc, Alumni Capital LP, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Investment, SEC Filing, Institutional Investor, Equity Stake