Correspondence 0001493152-23-021075 from Azitra, Inc. (AZTR)
Azitra, Inc.
Date: June 13, 2023 · CIK: 0001701478 · Accession: 0001493152-23-021075
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269876
Referenced dates: June 12, 2023
Letter
Daniel K. Donahue
949.732.6557
DonahueD@gtlaw.com
June 13, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
F. Street, N.E.
Washington, D.C. 20549
Re: Azitra, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed June 5, 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. 5 to Registration Statement on Form S-1 filed with the Commission on June 5, 2023 (“Amendment No. 5”), as set forth in your letter dated June 12, 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. 5, and page references in the Company’s responses refer to prospectus made part of the Amendment No. 6 to the Registration Statement filed concurrently herewith.
Financial Statement For the Fiscal Year Ended December 31, 2022
Note 9. Stockholders’ Equity, page F-21
1. Here you state that the common stock in this footnote has not been given retrospective adjustment as discussed in Note 19. However, Note 19 states that all references to common stock and related information contained in the consolidated financial statements and related footnotes have been retrospectively adjusted. Please revise to be consistent. The same comment applies to your interim financial statement Note 8 on page F-45.
Response to Comment No. 1:
We have provided the requested disclosure in Note 9 to the audited financial statements and Note 8 to the interim financial statements.
Greenberg Traurig, LLP ■ Attorneys at Law ■ WWW.GTLAW.COM
18565 Jamboree Road, Suite 500 ■ Irvine, California 92612 ■ Tel 949.732.6500 ■ Fax 949.732.6501
U.S. Securities and Exchange Commission
June 13, 2023
Page
* * *
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
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CORRESP
1
filename1.htm
Daniel
K. Donahue
949.732.6557
DonahueD@gtlaw.com
June
13, 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. 5 to Registration Statement on Form S-1
Filed
June 5, 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. 5 to Registration Statement on Form S-1 filed with
the Commission on June 5, 2023 (“Amendment No. 5”), as set forth in your letter dated June 12, 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. 5, and page references in the Company’s responses refer to prospectus made part of the Amendment
No. 6 to the Registration Statement filed concurrently herewith.
Financial
Statement For the Fiscal Year Ended December 31, 2022
Note
9. Stockholders’ Equity, page F-21
1.
Here
you state that the common stock in this footnote has not been given retrospective adjustment as discussed in Note 19. However, Note
19 states that all references to common stock and related information contained in the consolidated financial statements and related
footnotes have been retrospectively adjusted. Please revise to be consistent. The same comment applies to your interim financial
statement Note 8 on page F-45.
Response
to Comment No. 1:
We
have provided the requested disclosure in Note 9 to the audited financial statements and Note 8 to the interim financial statements.
Greenberg
Traurig, LLP ■ Attorneys at Law ■ WWW.GTLAW.COM
18565 Jamboree Road, Suite 500 ■ Irvine, California
92612 ■ Tel 949.732.6500 ■ Fax 949.732.6501
U.S.
Securities and Exchange Commission
June
13, 2023
Page
2
*
* *
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