SCHEDULE 13G: Ayrton Capital and Alto Opportunity Master Fund Disclose 9.99% Stake in Azitra, Inc. via Warrants

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri have jointly disclosed a 9.99% beneficial ownership stake in Azitra, Inc., primarily through warrants, as of March 31, 2025.

Summary

• A Schedule 13G filing indicates that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri (collectively, the "Reporting Persons") have acquired a significant stake in Azitra, Inc.
• Each Reporting Person beneficially owns 1,662,525 shares of Azitra, Inc. common stock.
• This ownership represents 9.99% of Azitra, Inc.'s common stock, calculated based on 14,979,354 shares outstanding as of February 24, 2025, plus the 1,662,525 shares issuable upon warrant exercise.
• The shares are issuable upon the exercise of certain warrants held by the Reporting Persons, subject to a 9.99% beneficial ownership blocker.
• Alto Opportunity Master Fund, SPC Segregated Master Portfolio B is a Cayman Islands exempted company, for which Ayrton Capital LLC, a Delaware limited liability company, serves as the investment manager.
• Waqas Khatri serves as the managing member of Ayrton Capital LLC and a director of Alto Opportunity Master Fund, SPC Segregated Master Portfolio B.
• The filing was made under Rule 13d-1(c), indicating a passive investment purpose, not for changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive as a significant stake by an institutional investor can be seen as a vote of confidence, even if passive. There are no negative elements in the filing itself.

Positives

• The disclosure of a significant stake by an investment fund and its manager can be viewed as a vote of confidence in Azitra, Inc. by institutional investors.
• The investment is structured through warrants, potentially indicating a long-term view or strategic entry point for the investors.

Future Outlook

This Schedule 13G filing is a disclosure of current ownership and does not contain forward-looking statements or guidance from Azitra, Inc. or the Reporting Persons regarding the issuer's future performance.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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." (Certification by Reporting Persons)

Industry Context

This filing is a standard regulatory disclosure (Schedule 13G) required when an entity or group acquires beneficial ownership of more than 5% of a company's voting class of securities, and intends to hold them for passive investment purposes. It signals that a notable investment fund has taken a significant, non-controlling position in Azitra, Inc., which can be interpreted by the market as a positive signal of investor interest.

Stakeholder Impact

• **Shareholders**: The disclosure of a significant new investor may positively influence market perception and potentially the share price, signaling institutional interest in Azitra, Inc.

Key Dates

Keywords

Azitra Inc., Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investment, SEC Filing, Passive Investment