Sec Form 3 Filing - Fletcher Aaron G.L. @ Azitra Inc - 2023-06-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fletcher Aaron G.L. 2. Issuer Name and Ticker or Trading Symbol Azitra Inc [ AZTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2023 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Convertible Notes 77,953 ( 1 ) ( 2 ) I Directly held by Bios Fund III, LP ( 3 ) ( 4 ) Convertible Notes 509,141 ( 1 ) ( 2 ) I Directly held by Bios Fund III QP, LP ( 3 ) ( 4 ) Convertible Notes 82,223 ( 1 ) ( 2 ) I Directly held by Bios Fund III NT, LP ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 467,613 ( 2 ) I Directly held by Bios Fund I QP, LP ( 3 ) ( 4 ) Series A Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 799,467 ( 2 ) I Directly held by Bios Fund I, LP ( 3 ) ( 4 ) Series A-1 Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 232,908 ( 2 ) I Directly held by Bios Fund II, LP ( 3 ) ( 4 ) Series A-1 Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 101,842 ( 2 ) I Directly held by Bios Fund II NT, LP ( 3 ) ( 4 ) Series A-1 Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 412,389 ( 2 ) I Directly held by Bios Fund II QP, LP ( 3 ) ( 4 ) Series A-1 Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 397,600 ( 2 ) I Directly held by Bios Azitra Co-Invest I, LP ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 9 ) ( 7 ) ( 7 ) Common Stock 52,078 ( 2 ) I Directly held by Bios Fund II, LP ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 22,798 ( 2 ) I Directly held by Bios Fund II NT, LP ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 170,272 ( 2 ) I Directly held by Bios Fund II QP, LP ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 123,718 ( 2 ) I Directly held by Bios Fund III, LP ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 130,498 ( 2 ) I Directly held by Bios Fund III NT, LP ( 3 ) ( 4 ) Series B Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 808,058 ( 2 ) I Directly held by Bios Fund III QP, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 0.48 ( 8 ) 04/13/2018 04/13/2028 Common Stock 4,011 ( 2 ) I Directly held by Bios Fund II, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 0.48 ( 8 ) 04/13/2018 04/13/2028 Common Stock 1,753 ( 2 ) I Directly held by Bios Fund II NT, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 0.48 ( 8 ) 04/13/2018 04/13/2028 Common Stock 13,092 ( 2 ) I Directly held by Bios Fund II QP, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 02/22/2019 ( 9 ) Common Stock 8,051 ( 2 ) I Directly held by Bios Fund II, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 02/22/2019 ( 9 ) Common Stock 3,521 ( 2 ) I Directly held by Bios Fund II NT, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 02/22/2019 ( 9 ) Common Stock 26,298 ( 2 ) I Directly held by Bios Fund II QP, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 03/29/2019 ( 9 ) Common Stock 10,664 ( 2 ) I Directly held by Bios Fund II, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 03/29/2019 ( 9 ) Common Stock 4,664 ( 2 ) I Directly held by Bios Fund II NT, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 03/29/2019 ( 9 ) Common Stock 34,846 ( 2 ) I Directly held by Bios Fund II QP, LP ( 3 ) ( 4 ) Warrants (Right to Buy) $ 5.28 ( 8 ) 03/29/2019 ( 9 ) Common Stock 39,760 ( 2 ) I Directly held by Bios Azitra Co-Invest I, LP ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Capital Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Advisors GP, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Fund III, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Fund III QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Fund III NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Equity Partners III, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X BIOS Azitra Co-Invest I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X Signatures /s/ Aaron G.L. Fletcher 06/15/2023 Signature of Reporting Person Date Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date Bios Azitra Co-invest I, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a convertible note that is convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest will be 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 the lesser of: (i) $30 million divided by the number of shares of the Issuer's common stock issued and outstanding, on a fully diluted basis, immediately prior to the close of the IPO or (ii) 50% of the price per share issued in connection with the IPO. ( 2 )The number of shares represented reflects a forward stock split at a ratio of 7.1-for-1 which was effectuated upon the effectiveness of the Issuer's Form S-1 (File No. 333-269876). ( 3 )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"). ( 4 )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. ( 5 )Each share of Series A Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock has no expiration date. ( 6 )Each share of Series A-1 Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series A-1 Convertible Preferred Stock has no expiration date. ( 7 )Each share of Series B Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series B Convertible Preferred Stock has no expiration date. ( 8 )The exercise price of the warrants reflects adjustment for a forward stock split at a ratio of 7.1-for-1 which was effectuated upon the effectiveness of the Issuer's Form S-1 (File No. 333-269876). ( 9 )The warrants expire upon the earlier of: (i) February 22, 2026 or (ii) the consummation of a sale of the Issuer.

Remarks: This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. The first Form 3 was filed by Leslie W. Kreis as the designated filer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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