Filing Details
- Accession Number:
- 0001104659-23-074425
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-06-23 21:38:21
- Reporting Period:
- 2023-06-21
- Accepted Time:
- 2023-06-23 21:38:21
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1701478 | Azitra Inc | AZTR | () | TX |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1697316 | Bios Fund I, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1700297 | Bios Fund I Qp, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1714576 | Bios Fund Ii, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1716869 | Bios Fund Ii Qp, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1728851 | Bios Fund Ii Nt, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1813270 | Cavu Management, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1813310 | Cavu Advisors, Llc | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1813313 | Bios Equity Partners Ii, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1813314 | Bios Equity Partners, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No | |
| 1813316 | W. Leslie Kreis | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Notes | Disposition | 2023-06-21 | 77,953 | $0.00 | 0 | No | 4 | S | Indirect | Directly held by Bios Fund III, LP |
| Common Stock | Acquisiton | 2023-06-21 | 197,701 | $0.00 | 197,701 | No | 4 | P | Indirect | Directly held by Bios Fund III, LP |
| Common Stock | Acquisiton | 2023-06-21 | 69,880 | $5.00 | 267,581 | No | 4 | P | Indirect | Directly held by Bios Fund III, LP |
| Common Stock | Acquisiton | 2023-06-21 | 137,186 | $0.00 | 404,767 | No | 4 | C | Indirect | Directly held by Bios Fund III, LP |
| Convertible Notes | Disposition | 2023-06-21 | 509,141 | $0.00 | 0 | No | 4 | S | Indirect | Directly held by Bios Fund III QP, LP |
| Common Stock | Acquisiton | 2023-06-21 | 1,291,258 | $0.00 | 1,291,258 | No | 4 | P | Indirect | Directly held by Bios Fund III QP, LP |
| Common Stock | Acquisiton | 2023-06-21 | 456,412 | $5.00 | 1,747,670 | No | 4 | P | Indirect | Directly held by Bios Fund III QP, LP |
| Common Stock | Acquisiton | 2023-06-21 | 896,035 | $0.00 | 2,643,705 | No | 4 | C | Indirect | Directly held by Bios Fund III QP, LP |
| Convertible Notes | Disposition | 2023-06-21 | 82,223 | $0.00 | 0 | No | 4 | S | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | Acquisiton | 2023-06-21 | 208,531 | $0.00 | 208,531 | No | 4 | P | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | Acquisiton | 2023-06-21 | 73,708 | $5.00 | 282,239 | No | 4 | P | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | Acquisiton | 2023-06-21 | 144,705 | $0.00 | 426,944 | No | 4 | C | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | Acquisiton | 2023-06-21 | 467,613 | $0.00 | 467,613 | No | 4 | C | Indirect | Directly held by Bios Fund I QP, LP |
| Common Stock | Acquisiton | 2023-06-21 | 799,467 | $0.00 | 799,467 | No | 4 | C | Indirect | Directly held by Bios Fund I, LP |
| Common Stock | Acquisiton | 2023-06-21 | 255,503 | $0.00 | 255,503 | No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Acquisiton | 2023-06-21 | 57,747 | $0.00 | 313,250 | No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Acquisiton | 2023-06-21 | 834,632 | $0.00 | 834,632 | No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Acquisiton | 2023-06-21 | 188,810 | $0.00 | 1,023,442 | No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Acquisiton | 2023-06-21 | 111,720 | $0.00 | 111,720 | No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | Acquisiton | 2023-06-21 | 25,280 | $0.00 | 137,000 | No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | Acquisiton | 2023-06-21 | 436,173 | $0.00 | 436,173 | No | 4 | C | Indirect | Directly held by Bios Azitra Co-Invest I, LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | Directly held by Bios Fund III, LP |
| No | 4 | P | Indirect | Directly held by Bios Fund III, LP |
| No | 4 | P | Indirect | Directly held by Bios Fund III, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III, LP |
| No | 4 | S | Indirect | Directly held by Bios Fund III QP, LP |
| No | 4 | P | Indirect | Directly held by Bios Fund III QP, LP |
| No | 4 | P | Indirect | Directly held by Bios Fund III QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III QP, LP |
| No | 4 | S | Indirect | Directly held by Bios Fund III NT, LP |
| No | 4 | P | Indirect | Directly held by Bios Fund III NT, LP |
| No | 4 | P | Indirect | Directly held by Bios Fund III NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund I QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund I, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Azitra Co-Invest I, LP |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2023-06-21 | 123,718 | $0.00 | 123,718 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2023-06-21 | 808,058 | $0.00 | 808,058 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2023-06-21 | 130,498 | $0.00 | 130,498 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2023-06-21 | 467,613 | $0.00 | 467,613 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2023-06-21 | 799,467 | $0.00 | 799,467 | $0.00 |
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2023-06-21 | 232,908 | $0.00 | 232,908 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2023-06-21 | 52,078 | $0.00 | 52,078 | $0.00 |
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2023-06-21 | 412,389 | $0.00 | 412,389 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2023-06-21 | 170,272 | $0.00 | 170,272 | $0.00 |
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2023-06-21 | 101,842 | $0.00 | 101,842 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2023-06-21 | 22,798 | $0.00 | 22,798 | $0.00 |
| Common Stock | Series A-1 Convertible Preferred Stock | Disposition | 2023-06-21 | 397,600 | $0.00 | 397,600 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 91,022 | Indirect | Directly held by Circle K Invesco, LP |
Footnotes
- The convertible note automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to $2.50 per share.
- Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I") and Bios Fund I QP, LP ("Bios Fund I QP"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Azitra Co-invest I, LP ("Bios Azitra Co-invest"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP.
- Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. The shares owned by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund III QP, Bios Fund III NT and Bios Azitra Co-invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher share voting and investment control with respect to shares held by the Bios Equity Entities.
- Each share of Series B Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.11 per share, after making certain anti-dilution adjustments. The Series B Convertible Preferred Stock had no expiration date.
- Each share of Series A Convertible Preferred Stock automatically converted into one share of common stock of the Issuer upon the closing of the Issuer's IPO. The Series A Convertible Preferred Stock had no expiration date.
- Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to approximately $1.10 per share, after making certain anti-dilution adjustments. The Series A-1 Convertible Preferred Stock had no expiration date.
- Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.
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