SEC Comment Letter 0000000000-23-003346 to Azitra, Inc. (AZTR)
Azitra, Inc.
Date: April 3, 2023 · CIK: 0001701478 · Accession: 0000000000-23-003346
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269876
Letter
United States securities and exchange commission logo April 3, 2023 Francisco Salva President and Chief Executive Officer Azitra Inc 21 Business Park Drive Branford, CT 06405 Re:Azitra Inc Registration Statement on Form S-1 Amendment No. 1 Filed March 20, 2023 File No. 333-269876 Dear Francisco Salva: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our [Month day, year] letter. Amendment No.1 to Form S-1 filed March 20, 2023 Bayer Joint Development, page 64 1.We note your response to our prior comment 6 and re-issue in part. Please revise your disclosure to clarify that you have not negotiated a commercial license with Bayer and that you would only do so in the event that Bayer decides to exercise the option.
FirstName LastNameFrancisco Salva Comapany NameAzitra Inc April 3, 2023 Page 2 FirstName LastName Francisco Salva Azitra Inc April 3, 2023 Page 2 Preclinical Data for ATR-01, page 64 2.We note your revised disclosure in response to prior comment 7. Please further revise to include narrative text to explain how Graphic B supports the conclusion that there is a tendency for improved stratum corneum thickness with mFlg. For instance, please revise to explain clearly what each axis represents. Also explain what the dots and lines represent and why there are two sets of entries (orange dots) for FT+FLG. Financial Statements Note 19. Subsequent Events, page F-32 3.Please revise to clearly state the status and timing of the board approval of your proposed forward stock split, and the fact that the financial statements have not been adjusted for that effect. General 4.We note your response to prior comment 8; however, the Peak Sales Opportunity figure still remains in your cover graphic. Please revise. You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Daniel K. Donahue, Esq.
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United States securities and exchange commission logo
April 3, 2023
Francisco Salva
President and Chief Executive Officer
Azitra Inc
21 Business Park Drive
Branford, CT 06405
Re:Azitra Inc
Registration Statement on Form S-1 Amendment No. 1
Filed March 20, 2023
File No. 333-269876
Dear Francisco Salva:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No.1 to Form S-1 filed March 20, 2023
Bayer Joint Development, page 64
1.We note your response to our prior comment 6 and re-issue in part. Please revise your
disclosure to clarify that you have not negotiated a commercial license with Bayer and
that you would only do so in the event that Bayer decides to exercise the option.
FirstName LastNameFrancisco Salva
Comapany NameAzitra Inc
April 3, 2023 Page 2
FirstName LastName
Francisco Salva
Azitra Inc
April 3, 2023
Page 2
Preclinical Data for ATR-01, page 64
2.We note your revised disclosure in response to prior comment 7. Please further revise to
include narrative text to explain how Graphic B supports the conclusion that there is
a tendency for improved stratum corneum thickness with mFlg. For instance, please
revise to explain clearly what each axis represents. Also explain what the dots and lines
represent and why there are two sets of entries (orange dots) for FT+FLG.
Financial Statements
Note 19. Subsequent Events, page F-32
3.Please revise to clearly state the status and timing of the board approval of your proposed
forward stock split, and the fact that the financial statements have not been adjusted for
that effect.
General
4.We note your response to prior comment 8; however, the Peak Sales Opportunity figure
still remains in your cover graphic. Please revise.
You may contact Li Xiao at 202-551-4391 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel K. Donahue, Esq.