SecProbe.io

CORRESP
1
filename1.htm

Daniel
K. Donahue

949.732.6557

DonahueD@gtlaw.com

April
10, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F. Street, N.E.

Washington,
D.C. 20549

 Re: Azitra
                                            Inc.

    Amendment
                                            No. 1 to Registration Statement on Form S-1

    Filed
                                            March 20, 2023

    File
                                            No. 333-269876

Ladies
and Gentlemen:

This
letter is submitted on behalf of Azitra Inc, a Delaware corporation (the “Company”), in response to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with
the Commission on March 20, 2023 (“Amendment No. 1”), as set forth in your letter dated April 3, 2023 addressed to
Mr. Francisco Salva, Chief Executive Officer of the Company (the “Comment Letter”).

The
headings and numbered paragraphs of this letter correspond to the same contained in the Comment Letter, and to facilitate your review,
the text of the Comment Letter has been reproduced herein,
followed by the Company’s response to each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s
comments refer to the Amendment No. 1, and page references in the Company’s responses refer to prospectus made part of the Amendment
No. 2 to the Registration Statement filed concurrently herewith.

Bayer
Joint Development Agreement, 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.

Response
to Comment No. 1:

We
have provided the requested disclosure in the last sentence of the carryover paragraph on pages 63 and 64.

Greenberg
Traurig, LLP ■ Attorneys at Law ■ WWW.GTLAW.COM
 1840
Century Park East, Suite 1900 ■ Los Angeles, California 90067-2121 ■ Tel 310.586.7700 ■ Fax 310.586.7800

U.S.
Securities and Exchange Commission

April
10, 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.

Response
to Comment No. 2:

The
requested disclosure has been provided on page 64.

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.

Response
to Comment No. 3:

The
requested disclosure has been provided on page F-32.

General

 4. We
                                            note your response to prior comment 8; however, the Peak Sales Opportunity figure still remains
                                            in your cover graphic. Please revise.

Response
to Comment No. 4:

The
cover graphic has been revised as requested.

*
* *

We
thank the Staff for its review and consideration of the Company’s Registration Statement and the foregoing responses to the Staff’s
comments. If the Staff needs any additional information or has any questions regarding the foregoing responses, please do not hesitate
to contact the undersigned at (949) 732-6557 or by email at DonahueD@gtlaw.com.

    Sincerely,

    /s/
    Daniel Donahue

    Daniel
    K. Donahue, Esq.

    cc:
    Francisco
    Salva, Chief Executive Officer, Azitra Inc