SCHEDULE: Alumni Capital Discloses 9.99% Azitra Stake

Alumni Capital LP, along with its general partner and manager, disclosed a beneficial ownership of 9.99% in Azitra, Inc. common stock through a Schedule 13G filing.

Summary

• Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar (collectively, "Reporting Persons") have filed a Schedule 13G disclosing beneficial ownership in Azitra, Inc.
• The Reporting Persons collectively beneficially own 2,605,586 shares of Azitra, Inc. common stock, representing 9.99% of the class.
• This ownership is based on shares that may be acquired through a Purchase Agreement dated April 25, 2025, and Commitment Warrants.
• As of the filing date, Alumni Capital LP does not own any shares but has the right to acquire 849,700 shares upon exercise of outstanding Commitment Warrants.
• The calculation of the 9.99% beneficial ownership is based on 23,476,354 shares of Azitra, Inc. common stock outstanding as of August 11, 2025, as reported in Azitra's Form 10-Q.
• The filing states that the securities were not acquired and are not held for the purpose of changing or influencing the control of Azitra, Inc.

Sentiment

Score: 7

Explanation: The disclosure of a new significant beneficial owner, Alumni Capital LP, holding a 9.99% stake in Azitra, Inc. is generally a positive signal, indicating investor interest and potential future capital infusion through the Purchase Agreement and Warrants. However, the ownership is currently only potential (right to acquire shares, not actual ownership as of filing date), and subject to limitations, which slightly tempers the immediate positive impact.

Positives

• A significant institutional investor, Alumni Capital LP, has established a substantial beneficial ownership position in Azitra, Inc., indicating potential confidence in the company.
• The investment structure includes a Purchase Agreement and Commitment Warrants, providing Azitra with a potential source of future capital.

Risks

• The beneficial ownership is subject to limitations, including a 9.99% "Warrant Ownership Limitation" and a 4.99% "Purchase Agreement Ownership Limitation" (which can be increased to 9.99% under certain conditions). This means the full potential investment might be capped.
• The Fund does not currently own any shares, and the acquisition of shares under the Purchase Agreement is at the Issuer's sole discretion, introducing uncertainty regarding the timing and amount of future share purchases.

Future Outlook

The filing indicates that Alumni Capital LP may acquire additional shares of Azitra, Inc. common stock in the future, both at the discretion of Azitra under the Purchase Agreement and through the exercise of Commitment Warrants, subject to beneficial ownership limitations of 9.99%.

Management Comments

• The Fund does not own any Shares as of the date of the filing, has the right to acquire 849,700 Shares upon exercise of outstanding Commitment Warrants as of the date of the filing, and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Commitment Warrants.
• The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
• By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing is a standard disclosure of a significant passive investment. It does not provide specific industry context beyond identifying Azitra, Inc. as the issuer. The investment by Alumni Capital LP suggests a focus on growth opportunities within the sector Azitra operates in, though the filing does not detail Azitra's specific business.

Stakeholder Impact

• Shareholders: The entry of a new significant investor could be seen as a positive endorsement, potentially increasing investor confidence and liquidity. The potential for future share issuance under the Purchase Agreement could lead to dilution if not managed effectively.
• Company (Azitra, Inc.): Gains a potential source of capital through the Purchase Agreement and Warrants, which can support operations or strategic initiatives.

Next Steps

• Alumni Capital LP may acquire shares under the Purchase Agreement at Azitra's sole discretion.
• Alumni Capital LP may exercise Commitment Warrants to acquire additional shares.
• The Purchase Agreement Ownership Limitation of 4.99% may be increased to 9.99% with Azitra's consent (61 days notice) or mutual written agreement.

Key Dates

Recommendation

The filing indicates a new significant investor, Alumni Capital LP, has established a beneficial ownership position in Azitra, Inc. This is generally a positive development as it signals institutional interest and provides a potential avenue for future capital. However, the shares are not yet owned but are subject to acquisition through a Purchase Agreement and Warrants, with specific ownership limitations. The actual capital infusion is contingent on Azitra's discretion and the exercise of warrants. Given this is a disclosure of potential future ownership and capital, rather than current operational or financial performance, a "hold" recommendation is appropriate. Investors should monitor future announcements regarding actual share acquisitions and the deployment of any capital raised to assess the impact on Azitra's fundamentals.

Keywords

Azitra Inc, Alumni Capital LP, Schedule 13G, Common Stock, Beneficial Ownership, SEC Filing, Investment, Warrants, Purchase Agreement, AZTR