SecProbe.io

CORRESP
 1
 filename1.htm

 Azitra, Inc.

 21 Business Park Drive, Suite 6

 Branford,
CT 06405

 July 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Azitra,
 Inc.

 Registration
 Statement on Form S-1

 SEC
 File No. 333-288766

 Request
 for Acceleration

 To whom it may concern:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Azitra, Inc. (the " Company ")
hereby requests that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-288766) (the " Registration
Statement ") be accelerated so that the Company's Registration Statement will become effective at 5:00 P.M., eastern time,
on July 23, 2025, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Thompson Hine LLP, may request
by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Thompson
Hine LLP, by calling Faith L. Charles at (212) 908-3905.

 Please
feel free to direct any questions or comments concerning this request to Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

 AZITRA,
 INC.

 By:
 /s/
 Francisco D. Salva

 Name:
 Francisco
 D. Salva

 Title:
 Chief
 Executive Officer

 Cc:
Faith L. Charles, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Francisco D. Salva
Chief Executive Officer
Azitra, Inc.
21 Business Park Drive
Branford, CT 06405

 Re: Azitra, Inc.
 Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-288766
Dear Francisco D. Salva:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Faith L. Charles, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Francisco D. Salva
Chief Executive Officer and Director
Azitra, Inc.
21 Business Park Drive
Branford, CT 06405

 Re: Azitra, Inc.
 Registration Statement on Form S-1
 Filed April 28, 2025
 File No. 333-286809
Dear Francisco D. Salva:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Faith L. Charles, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Azitra,
Inc.

 21
Business Park Drive, Suite 6

 Branford,
CT 06405

 April
30, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
D.C. 20549

 Re: Azitra,
 Inc.

 Registration
Statement on Form S-1

 SEC
File No. 333-286809

 Request
for Acceleration

 To
whom it may concern:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Azitra, Inc. (the " Company ")
hereby requests that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-286809) (the " Registration
Statement ") be accelerated so that the Company's Registration Statement will become effective at 5:00 P.M., eastern time,
on May 1, 2025, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Thompson Hine LLP, may request
by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Thompson
Hine LLP, by calling Faith L. Charles at (212) 908-3905.

 Please
feel free to direct any questions or comments concerning this request to Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

 AZITRA,
 INC.

 By:

 /s/
 Francisco D. Salva

 Name:

 Francisco D. Salva

 Title:
 Chief Executive Officer

 Cc:
Faith L. Charles, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 9, 2025

Norman Staskey
Chief Financial Officer and Treasurer
Azitra, Inc.
21 Business Park Drive
Branford , CT 06405

 Re: Azitra, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 24, 2025
 File No. 001-41705
Dear Norman Staskey:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Daniel
K. Donahue

 949.732.6557

 949.732.6501
(Fax)

 DonahueD@gtlaw.com

 April
7, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Azitra,
 Inc.

 Form
 10-K for the Fiscal Year Ended December 31, 2024

 Filed
 February 24, 2025

 SEC
 File No. 001-41705

 Ladies
and Gentlemen:

 This
letter is submitted on behalf of our client, 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 Form 10-K for the Fiscal Year Ended December 31, 2024 ("2024
Form 10-K"), as set forth in your letter dated March 31, 2024 addressed to Norman Staskey, Chief Financial 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.

 Management's
Discussion and Analysis of Financial Condition and Results of Operations

 Research
and Development, page 75

 1. We
 are partially reissuing this comment, as your discussion and analysis do not include the
 disaggregated research and development expense disclosure that you agreed to provide in a
 prior review. Please revise future filings to disclose whether you track your research and
 development expenses by program and/or by product candidates. If so, provide a disaggregated
 disclosure. If not, please disclose that fact along with the reason for not tracking them
 separately. Additionally, consider providing a disaggregated disclosure by the nature of
 costs.

 Company
Response: Due to continued restraints in its financial and operational process, including headcount restraints, the Company is unable
to accurately track research and development costs by program or by product candidate. The Company is now able to accurately track research
and development expenses by certain expense categories. The Company proposes expanding its research and development disclosure to include
the following, commencing with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 ("2025 First Quarter
Form 10-Q"):

 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

 Securities
and Exchange Commission

 April
7, 2025

 Page
2

 Historically,
we have not reported research and development expenses by program or by product candidate due to certain operational and system restraints.
During the three months ended March 31, 2025 and 2024, our research and development expenses by category were as follows:

 Three
 Months Ended March 31,

 2025
 2024

 Preclinical
 and clinical research and development activities
 $ XX

 Chemistry,
 manufacturing and controls (CMC)
 $ XX

 Personnel
 & consultants related costs
 $ XX

 Total
 research and development expenses
 $ XX

 Financial
Condition, page 75

 2. We
 are reissuing this comment as we note that your liquidity discussion and analysis no longer
 includes the known contractual obligation and contingency disclosures that you added during
 a prior review, given your going concern and the need for future funding. Please revise future
 filings to expand your financial condition disclosure to include a liquidity discussion that
 analyzes material cash requirements from known contractual and other obligations, including
 significant future lease obligations and any other contingencies. Refer to Item 303(b)(1)
 of Regulation S-K.

 Company
Response: The Company acknowledges the Staff's comment and will include disclosures to address the requirements of Item 303(b)(1)
starting with its 2025 First Quarter Form 10-Q.

 Critical
Accounting Estimates, page 76

 3. We
 note that you have removed all of your critical accounting policies that were disclosed in
 your prior Form 10-K for the year ended December 31, 2023 and your prior Form S-1 that was
 effective on June 15, 2023. Please enhance your disclosures in future filings to provide
 qualitative and quantitative information necessary to understand the estimation uncertainty
 and the impact critical accounting estimates have had or are reasonably likely to have on
 your financial condition and results of operations. The disclosures should supplement, not
 duplicate, the description of accounting policies or other disclosures in the notes to the
 financial statements. Refer to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.

 Company
Response: The Company acknowledges that it inadvertently excluded the required critical accounting estimates in its 2024 Form 10-K.
Upon review of the original disclosures in its Form 10-K for the year ended December 31, 2023, and taking into consideration the
Company's current operating environment, the Company has determined that the original disclosures are still relevant and accurate
with the exception of Revenue Recognition and Estimating the Fair Value of Common Stock.

 With
regard to the Company's Revenue Recognition disclosure, its fiscal 2024 service revenue was immaterial, and the Company does not
expect any service revenue in the near future. Accordingly, the Company would have removed this disclosure from its 2024 Form 10-K.

 With
regard to Estimating the Fair Value of Common Stock, this disclosure related to valuing the Company's common stock as a private
company for share-based payment considerations. In June 2023, the Company completed its initial public offering and its common stock
began trading on the NYSE American. Accordingly, the Company would have removed this disclosure from its 2024 Form 10-K.

 The
Company will ensure that its future periodic reports include the required disclosures in accordance with Item 303(b)(3) of Regulation
S-K and SEC Release No. 33-8350.

 Securities
and Exchange Commission

 April
7, 2025

 Page
3

 Item
8. Financial Statements and Supplementary Data – Notes to Financial Statements 2. Summary of Significant Accounting Policies, page
F-9

 4. Please
 provide segment information in the footnotes of future filings as required by ASU 2023-07
 and ASC 280-10-50, or explain why you believe that you are not subject to this accounting
 standard.

 Company
Response: The Company acknowledges the Staff's comment and will include the required disclosures in accordance with ASU 2023-07
starting with its 2025 First Quarter Form 10-Q. The Company did not include the reportable segment disclosures due to the fact that
it determined that it had one operating segment and thus one reportable segment whereby its Chief Operating Decision Maker evaluates
performance and makes decisions based on a single performance measure (net loss). The Company also determined its significant expense
categories are the same as those reported on its balance sheet, thus it did not believe the disclosure was material to the Company's
disclosures.

 Commencing
with its 2025 First Quarter Form 10-Q, the Company will include in its future periodic reports all disclosures required by ASU 2023-07
and ASC 280-10-50.

 17.
Subsequent Events. Page F-26

 5. We
 note your February 20, 2025 Form 8-K discloses your stockholders approved a reverse stock
 split prior to the February 24, 2025 date of your audit opinion. Please revise future filings
 to clearly state the status and timing of the board's approval of your reverse stock
 split, and indicate whether the financial statements have been adjusted to reflect this effect.

 Company
Response: The Company and its Board of Directors are still evaluating the potential need of a reverse stock split, including the
split ratio within the range that was approved by stockholders on February 20, 2025, based on factors including financing requirements
and NYSE American compliance considerations. Until such time as the split occurs, the Company will include the following disclosure
in its future periodic reports commencing with its 2025 First Quarter Form 10-Q:

 Except
as otherwise indicated, all share and share price amounts in this report give effect to a forward split of our common stock effected
on May 17, 2023 at a ratio of 7.1-for-1, and the reverse split of our common stock effected on July 1, 2024 at a ratio of 1-for-30. At
a special meeting of stockholders on February 20, 2025, our stockholders approved a further reverse split of our common stock at a specific
ratio, ranging from one-for-two (1:2) to one-for-seven (1:7), with the exact ratio within such range and the timing of any such reverse
split to be determined by our Board.

 As
of the date of this filing, our Board is still evaluating the need for a further reverse split and, if needed, the exact split ratio
based on our financing alternatives and NYSE American compliance considerations. Our financial statements will not reflect the further
reverse stock split until such time as it occurs.

 *
* *

 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: Norman
 Staskey, Chief Financial Officer, Azitra Inc

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Norman Staskey
Chief Financial Officer and Treasurer
Azitra, Inc.
21 Business Park Drive
Branford , CT 06405

 Re: Azitra, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 24, 2025
 File No. 001-41705
Dear Norman Staskey:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Research and Development, page 75

1. We are partially reissuing this comment, as your discussion and analysis
do not
 include the disaggregated research and development expense disclosure
that you
 agreed to provide in a prior review. Please revise future filings to
disclose whether
 you track your research and development expenses by program and/or by
product
 candidates. If so, provide a disaggregated disclosure. If not, please
disclose that fact
 along with the reason for not tracking them separately. Additionally,
consider
 providing a disaggregated disclosure by the nature of costs.
Financial Condition, page 75

2. We are reissuing this comment as we note that your liquidity discussion
and
 analysis no longer includes the known contractual obligation and
 contingency disclosures that you added during a prior review, given your
going
 March 31, 2025
Page 2

 concern and the need for future funding. Please revise future filings to
expand your
 financial condition disclosure to include a liquidity discussion that
analyzes material
 cash requirements from known contractual and other obligations,
including significant
 future lease obligations and any other contingencies. Refer to Item
303(b)(1) of
 Regulation S-K.
Critical Accounting Estimates, page 76

3. We note that you have removed all your critical accounting policies that
were
 disclosed in your prior Form 10-K for the year ended December 31, 2023
and your
 prior Form S-1 that was effective on June 15, 2023. Please enhance your
disclosures
 in future filings to provide qualitative and quantitative information
necessary to
 understand the estimation uncertainty and the impact critical accounting
estimates
 have had or are reasonably likely to have on your financial condition
and results of
 operations. The disclosures should supplement, not duplicate, the
description of
 accounting policies or other disclosures in the notes to the financial
statements. Refer
 to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
Item 8. Financial Statements and Supplementary Data - Notes to Financial
Statements
2. Summary of Significant Accounting Policies, page F-9

4. Please provide segment information in the footnotes of future filings as
required by
 ASU 2023-07 and ASC 280-10-50, or explain why you believe that you are
not
 subject to this accounting standard.
17. Subsequent Events, page F-26

5. We note your February 20, 2025 Form 8-K discloses your stockholders
approved a
 reverse stock split prior to the February 24, 2025 date of your audit
opinion. Please
 revise future filings to clearly state the status and timing of the
board's approval of
 your reverse stock split, and indicate whether the financial statements
have been
 adjusted to reflect this effect.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Bonnie Baynes at 202-551-4924 or Daniel Gordon at
202-551-3486
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

July
23, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

  Re:
  Azitra, Inc.

  Registration
Statement on Form S-1, as amended

  File
No. 333-280806

Ladies
and Gentlemen:

As
the placement agent of the proposed offering of Azitra, Inc. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 5:30 p.m., Eastern Time, on Tuesday, July 23, 2024, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through July 23, 2024, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated July 19, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/
    Ritesh Veera

    Name:
    Ritesh Veera

    Title:
    Co-Head of Investment Banking

CORRESP
1
filename1.htm

July
23, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Joshua
    Gorsky, Esq.

    Re:
    Azitra,
    Inc

    Registration
    Statement on Form S-1

    File
    No. 333-280806

    Acceleration
    Request

    Requested
    Date:
     Tuesday,
     July 23, 2024

    Requested
Time:
     5:30
     p.m., Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azitra, Inc (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-280806) (the “Registration Statement”) to become effective
on Tuesday, July 23, 2024 at 5:30 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time
as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant
hereby authorizes Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    AZITRA,
    INC.

    By:
    /s/
    Francisco D. Salva

    Francisco
    D. Salva,

    Chief
    Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

CORRESP
1
filename1.htm

July
5, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Joshua
    Gorsky, Esq.

    Re:
    Azitra,
    Inc

    Registration
    Statement on Form S-3

    File
    No. 333-280648

    Acceleration
Request

    Requested
    Date:
    Monday,
    July 8, 2024

    Requested
    Time:
    5:00
    p.m., Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azitra, Inc (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-3 (File No. 333-280648) (the “Registration Statement”) to become effective
on Monday, July 8, 2024 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    AZITRA,
    INC.

    By:
    /s/
    Francisco D. Salva

    Francisco
    D. Salva,

    Chief
    Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

July 2, 2024
Francisco D. Salva
Chief Executive Officer
Azitra, Inc.
21 Business Park Drive
Branford, Connecticut 06405
Re:Azitra, Inc.
Registration Statement on Form S-3
Filed July 1, 2024
File No. 333-280648
Dear Francisco D. Salva:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Daniel K. Donahue

United States securities and exchange commission logo
June 18, 2024
Francisco D. Salva
Chief Executive Officer
Azitra, Inc.
21 Business Park Drive
Branford, CT 06405
Re:Azitra, Inc.
Draft Registration Statement on Form S-1
Submitted June 14, 2024
CIK No. 0001701478
Dear Francisco D. Salva:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel K. Donahue, Esq.

CORRESP
1
filename1.htm

February
9, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Cindy
    Polynice, Esq.

    Re:

    Azitra,
    Inc

    Registration
    Statement on Form S-1

    File
    No. 333-276598

    Acceleration
    Request

    Requested
Date:

    Tuesday,
    February 13, 2024

    Requested
Time:

    5:00
    p.m., Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azitra, Inc (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-276598) (the “Registration Statement”) to become effective
on February 13, 2024 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally
request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes Daniel
Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    AZITRA,
    INC.

    By:
    /s/
                                            Francisco D. Salva

    Francisco
    D. Salva,

    Chief
    Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

CORRESP
1
filename1.htm

February 9, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington, D.C. 20549

Attention: Cindy Polynice

    RE:
    Azitra, Inc.

    Registration Statement on Form S-1 (File No. 333-276598)

    Request for Acceleration of Effective Date

    Requested Date: February 13, 2024

    Requested Time: 5:00 p.m. Eastern Time (US)

Ms. Polynice:

In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as a representative
of the several underwriters, hereby join in the request of Azitra, Inc. that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time (US), on February 13, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the
Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers,
institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative
of the several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

United States securities and exchange commission logo
January 11, 2024
Francisco Salva
Chief Executive Officer
Azitra, Inc.
21 Business Park Drive
Branford, CT 06405
Re:Azitra, Inc.
Draft Registration Statement on Form S-1
Submitted January 4, 2024
CIK No. 0001701478
Dear Francisco Salva:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Donahue, Esq.

CORRESP
1
filename1.htm

June
13, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Cindy
    Polynice, Esq. and Joe McCann, Esq.

    Re:
    Azitra,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-269876

    Acceleration
    Request

    Requested
    Date:
    Thursday,
    June 15, 2023

    Requested
    Time:
    5:15
    p.m., Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azitra, Inc. (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-269876) (the “Registration Statement”) to become effective
on June 15, 2023 at 5:15 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    AZITRA,
    INC.

    By:

    /s/
    Francisco D. Salva

    Francisco
    D. Salva,

    Chief
    Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

    Arif
    Soto, Venable LLP

CORRESP
1
filename1.htm

June
13, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

Attention:
Cindy Polynice and Joe McCann

    RE:
    Azitra,
    Inc.

    Registration
    Statement on Form S-1 (File No. 333-269876)

    Request
    for Acceleration of Effective Date

    Requested
    Date: June 15, 2023

    Requested
    Time: 5:15 p.m. Eastern Time (US)

Ladies
and Gentlemen:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we, as a representative of the several underwriters, hereby join in the request of Azitra, Inc. that the effective
date of the Registration Statement be accelerated so that it will be declared effective at 5:15 p.m., Eastern Time (US), on June 15,
2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

United States securities and exchange commission logo
June 12, 2023
Francisco Salva
President and Chief Executive Officer
Azitra Inc
21 Business Park Drive
Branford, CT 06405
Re:Azitra Inc
Amendment No. 5 to Registration Statement on Form S-1
Filed June 5, 2023
File No. 333-269876
Dear Francisco Salva:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 April 3, 2023 letter.
Amendment No. 5 to Form S-1 filed June 5, 2023
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.

 FirstName LastNameFrancisco Salva
 Comapany NameAzitra Inc
 June 12, 2023 Page 2
 FirstName LastName
Francisco Salva
Azitra Inc
June 12, 2023
Page 2
            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.

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

CORRESP
1
filename1.htm

May
31, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Cindy Polynice,
    Esq. and Joe McCann, Esq.

    Re:
    Azitra Inc

    Registration
    Statement on Form S-1

    File No. 333-269876

    Withdrawal of Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Reference
is made to that certain letter of Azitra Inc, a Delaware corporation (“Company”), filed as correspondence via EDGAR on May
30, 2023, in which the Company requested the acceleration of the effective date of the above-referenced Registration Statements for May
31, 2023, at 5:15 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company hereby withdraws the request for acceleration
of the effective date until further notice.

Please
contact our counsel, Daniel K. Donahue of Greenberg Traurig, LLP, with any questions. Mr. Donahue can be reached at 949.732.6557 or by
email at DonahueD@gtlaw.com.

    Very truly yours,

    AZITRA INC

    By:
    /s/
                                            Francisco D. Salva

    Francisco D. Salva,

    Chief Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

    Arif
    Soto, Venable LLP

CORRESP
1
filename1.htm

May
30, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

Attention:
Cindy Polynice and Joe McCann

    RE:
    Azitra Inc

    Registration Statement on Form S-1 (File No. 333-269876)

    Request for Acceleration of Effective Date

    Requested Date: May 31, 2023

    Requested Time: 5:15 p.m. Eastern Time (US)

Ladies
and Gentlemen:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we, as a representative of the several underwriters, hereby join in the request of Azitra Inc that the effective
date of the Registration Statement be accelerated so that it will be declared effective at 5:15 p.m., Eastern Time (US), on May 31, 2023,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly
    yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

May
30, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Cindy Polynice,
    Esq. and Joe McCann, Esq.

    Re:
    Azitra Inc

    Registration
    Statement on Form S-1

    File No. 333-269876

    Acceleration Request

    Requested Date:
    Wednesday, May 31,
    2023

    Requested Time:
    5:15 p.m., Eastern
    Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azitra Inc (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-269876) (the “Registration Statement”) to become effective
on May 31, 2023 at 5:15 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should the Commission or
    the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
    from taking any action with respect to the Registration Statement;

    ●
    the action of the Commission
    or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant
    from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ●
    the Registrant may not
    assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
    under the federal securities laws of the United States.

    Very truly yours,

    AZITRA INC

    By:
    /s/
    Francisco D. Salva

    Francisco D. Salva,

    Chief Executive Officer

    cc:
    Daniel Donahue, Greenberg
    Traurig, LLP

    Arif Soto, Venable LLP

CORRESP
1
filename1.htm

May
26, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Cindy Polynice, Esq.
    and Joe McCann, Esq.

    Re:
    Azitra Inc

    Registration
    Statement on Form S-1

    File No. 333-269876

    Withdrawal of Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Reference
is made to that certain letter of Azitra Inc, a Delaware corporation (“Company”), filed as correspondence via EDGAR on May
22, 2023, in which the Company requested the acceleration of the effective date of the above-referenced Registration Statements for May
24, 2023, at 5:00 p.m. Eastern Time, as further extended via telephone request for May 26, 2023 and 9:00 a.m. Eastern Time, in accordance
with Rule 461 under the Securities Act of 1933, as amended. As communicated to Cindy Polynice of the SEC staff by our counsel prior to
the proposed effective time, the Company is formally withdrawing the request for acceleration of the effective date until further notice.

Please
contact our counsel, Daniel K. Donahue of Greenberg Traurig, LLP, with any questions. Mr. Donahue can be reached at 949.732.6557 or by
email at DonahueD@gtlaw.com.

    Very truly yours,

    AZITRA INC

    By:
    /s/
    Francisco D. Salva

    Francisco D. Salva,

    Chief Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

    Arif
    Soto, Venable LLP

CORRESP
1
filename1.htm

May
22, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Cindy
    Polynice, Esq. and Joe McCann, Esq.

    Re:

    Azitra
    Inc

    Registration
    Statement on Form S-1

    File
    No. 333-269876

    Acceleration
    Request

    Requested
    Date:

    Wednesday,
    May 24, 2023

    Requested
    Time:

    5:00
    p.m., Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azitra Inc (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-269876) (the “Registration Statement”) to become effective
on May 24, 2023 at 5:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    AZITRA
    INC

    By:
    /s/
    Francisco D. Salva

    Francisco
    D. Salva,

    Chief
    Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

    Arif
    Soto, Venable LLP

CORRESP
1
filename1.htm

May
22, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

Attention:
Cindy Polynice and Joe McCann

    RE:
    Azitra
    Inc

    Registration
    Statement on Form S-1 (File No. 333-269876)

    Request
    for Acceleration of Effective Date

    Requested
    Date: May 24, 2023

    Requested
    Time: 5:00 p.m. Eastern Time (US)

Ladies
and Gentlemen:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we, as a representative of the several underwriters, hereby join in the request of Azitra Inc that the effective
date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time (US), on May 24, 2023,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

May
17, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Cindy Polynice,
    Esq. and Joe McCann, Esq.

    Re:
    Azitra Inc

    Registration
    Statement on Form S-1

    File No. 333-269876

    Withdrawal of Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Reference
is made to that certain letter of Azitra Inc, a Delaware corporation (“Company”), filed as correspondence via EDGAR on May
15, 2023, in which the Company requested the acceleration of the effective date of the above-referenced Registration Statements for May
17, 2023, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. As communicated to Joe
McCann of the SEC staff by our counsel prior to the proposed effective time, the Company is formally withdrawing the request for acceleration
of the effective date until further notice.

Please
contact our counsel, Daniel K. Donahue of Greenberg Traurig, LLP, with any questions. Mr. Donahue can be reached at 949.732.6557 or by
email at DonahueD@gtlaw.com.

    Very truly yours,

    AZITRA INC

    By:
    /s/
                                            Francisco D. Salva

    Francisco D. Salva,

    Chief Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

    Arif
    Soto, Venable LLP

CORRESP
1
filename1.htm

May
15, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Cindy
    Polynice, Esq. and Joe McCann, Esq.

    Re:

    Azitra
    Inc

    Registration
    Statement on Form S-1

    File
    No. 333-269876

    Acceleration
    Request

    Requested
    Date:

    Wednesday,
    May 17, 2023

    Requested
    Time:

    5:00
    p.m., Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Azzitra Inc (the “Registrant”),
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the Registration Statement on Form S-1 (File No. 333-269876) (the “Registration Statement”) to become effective
on May 17, 2023 at 5:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Daniel Donahue of Greenberg Traurig, LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel Donahue of Greenberg Traurig, LLP,
counsel to the Registrant, at (949) 732-6557.

In
connection with this request, the Registrant acknowledges that:

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
    the Commission from taking any action with respect to the Registration Statement;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    the
    Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    AZITRA
    INC

    By:
    /s/
    Francisco D. Salva

    Francisco
    D. Salva,

    Chief
    Executive Officer

    cc:
    Daniel
    Donahue, Greenberg Traurig, LLP

    Arif
    Soto, Venable LLP

CORRESP
1
filename1.htm

May
15, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

Attention:
Cindy Polynice and Joe McCann

    RE:
    Azitra
    Inc

    Registration
    Statement on Form S-1 (File No. 333-269876)

    Request
    for Acceleration of Effective Date

    Requested
    Date: May 17, 2023

    Requested
    Time: 5:00 p.m. Eastern Time (US)

Ladies
and Gentlemen:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we, as a representative of the several underwriters, hereby join in the request of Azitra Inc that the effective
date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time (US), on May 17, 2023,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

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

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.

CORRESP
1
filename1.htm

Daniel
K. Donahue

949.732.6557

DonahueD@gtlaw.com

March
20, 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.

    Registration
                                            Statement on Form S-1

    Filed
                                            February 21, 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 Registration Statement on Form S-1 filed with the Commission on
February 21, 2023 (the “Registration Statement”), as set forth in your letter dated March 10, 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 Registration Statement, and page references in the Company’s responses refer to prospectus made part of the
Amendment No. 1 to the Registration Statement filed concurrently herewith.

Form
S-1 filed February 21, 2023

Our
Company, page 1

 1. We
                                            note your revised disclosure in response to prior comment 2. Please revise the first sentence
                                            in this section to avoid any implication that your therapies presently “can be applied
                                            topically to treat diseases of the skin.”

Response
to Comment No. 1:

We
have revised the first sentence on page 1 and the first sentence on page 51.

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

March 20, 2023

Page 2

Our
Strategy, page 2

 2. We
                                            note your revised disclosure on page 54 in response to prior comment 18. Please revise your
                                            Summary disclosure on page 2 to explain that the technology you license from the Fred Hutchison
                                            Cancer Center is not incorporated into any of your current product candidates.

Response
to Comment No. 2:

The
requested disclosure has been provided in the third paragraph on page 2.

Pipeline
Table, page 2

 3. We
                                            refer to prior comment 4 and note your revised pipeline table on page 2 and its inclusion
                                            in the new cover graphics. Please revise both pipeline presentations to clarify the status
                                            of the Consumer Health Programs and the commercialization rights to the products under development.
                                            In this regard, it is unclear what the arrow depicts in this section. In addition it is not
                                            clear from your presentation what the Bayer symbol represents.

Response
to Comment No. 3:

We
have revised the pipeline table on the inside front cover page, page 2 and page 52.

Our
Market Opportunities, page 4

 4. We
                                            note your response to prior comment 6. With reference to your disclosure on page 56, please
                                            revise the disclosure on page 4 to clarify that the market opportunity is an estimate of
                                            the market in the mid-2030s. With reference to your disclosure on page 66-67, tell us whether
                                            the $250 million estimate takes into account that the US composition of matter patent covering
                                            recombinant bacteria for treating abnormal skin conditions expires in 2035.

Response
to Comment No. 4:

The
requested revision has been made to the first paragraph on page 4. Concerning the US
composition of matter patent expiring in 2035, please be supplementally advised that the Company believes that its ATR-12 product candidate
is protected by a second patent that expires in 2039 and the Company is optimistic that pending patent applications will result in additional
covered claims that would expire between 2035 and 2039. The Company reasonably believes that it could obtain FDA approval
for ATR-12 within four to six years. As a result, the Company should enjoy
meaningful patent protection for up to ten to 12 years from the commencement of commercial sales.

Furthermore,
Netherton syndrome has been recognized as an orphan drug indication by the FDA. This represents an additional protection aside from our
patents. Orphan drug status offers seven years of sales exclusivity without generic competition for the approved orphan designation.

Our
Business Strategies, page 52

 5. We
                                            note your revised disclosures in response to prior comment 16. Please revise the disclosure
                                            concerning the clinical trial agreement with Yale to explain the status of the observational
                                            trial. Discuss material financial arrangements concerning the agreement.

Response
to Comment No. 5:

The
requested disclosure has been provided on page 52.

U.S. Securities and Exchange Commission

March 20, 2023

Page 3

Bayer
Joint Development Agreement, page 64

 6. Please
                                            revise to disclose the term and termination provisions of the Joint Development Agreement
                                            and restore the disclosure concerning the option period. Discuss the planned timeline for
                                            conducting the in vitro and ex vivo characterization work and any other additional work that
                                            is required before there would be delivery of the results of the JDA development activities
                                            to Bayer. With reference to prior comment 21, please revise to clarify that no commercial
                                            license has been negotiated and this will only occur after Bayer has reviewed the data.

Response
to Comment No. 6:

The
requested disclosure has been provided in the fourth paragraph on page 64.

Preclinical
Data for ATR-01, page 64

 7. We
                                            note your response to our comment 17; however, please further expand your disclosure to include
                                            narrative disclosure to explain graphs B, C and D regarding the mouse models.

Response
to Comment No. 7:

Please
see the revisions to page 64.

General

 8. Please
                                            remove the graphic highlighting the peak sales figure. In this regard, we note that you have
                                            not commenced clinical trials and your disclosure on page 56 indicates that the estimate
                                            is based on multiple assumptions and is an estimate for the market in the mid- 2030s. For
                                            additional guidance, please refer to Compliance Disclosure Interpretations, Securities Act
                                            Forms, Question 101.03.

Response
to Comment No. 8:

The
Company has removed the graphic.

*
* *

U.S. Securities and Exchange Commission

March 20, 2023

Page 4

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

United States securities and exchange commission logo
March 10, 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
Filed February 21, 2023
File No. 333-269876
Dear Francisco Salva:
            We have reviewed your 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.
Form S-1 filed February 21, 2023
Our Company, page 1
1.We note your revised disclosure in response to prior comment 2.  Please revise the first
sentence in this section to avoid any implication that your therapies presently "can be
applied topically to treat diseases of the skin."
Our Strategy, page 2
2.We note your revised disclosure on page 54 in response to prior comment 18.  Please
revise your Summary disclosure on page 2 to explain that the technology you license from
the Fred Hutchison Cancer Center is not incorporated into any of your current product
candidates.

 FirstName LastNameFrancisco Salva
 Comapany NameAzitra Inc
 March 10, 2023 Page 2
 FirstName LastName
Francisco Salva
Azitra Inc
March 10, 2023
Page 2
Pipeline Table, page 2
3.We refer to prior comment 4 and note your revised pipeline table on page 2 and its
inclusion in the new cover graphics. Please revise both pipeline presentations to clarify the
status of the Consumer Health Programs and the commercialization rights to the products
under development.  In this regard, it is unclear what the arrow depicts in this section.  In
addition it is not clear from your presentation what the Bayer symbol represents.

Our Market Oppportunity, page 4
4.We note your response to prior comment 6. With reference to your disclosure on page 56,
please revise the disclosure on page 4 to clarify that the market opportunity is an estimate
of the market in the mid-2030s.  With reference to your disclosure on page 66-67, tell us
whether the $250 million estimate takes into account that the US composition of matter
patent covering recombinant bacteria for treating abnormal skin conditions expires in
2035.
Our Business Strategies, page 52
5.We note your revised disclosures in response to prior comment 16.  Please revise the
disclosure concerning the clinical trial agreement with Yale to explain the status of the
observational trial.  Discuss material financial arrangements concerning the agreement.
Bayer Joint Development Agreement, page 64
6.Please revise to disclose the term and termination provisions of the Joint Development
Agreement and restore the disclosure concerning the option period.  Discuss the planned
timeline for conducting the in vitro and ex vivo characterization work and any
other additional work that is required before there would be delivery of the results of the
JDA development activities to Bayer.  With reference to prior comment 21, please revise
to clarify that no commercial license has been negotiated and this will only occur after
Bayer has reviewed the data.
Preclinical Data for ATR-01, page 64
7.We note your response to our prior comment 17; however, please further expand your
disclosure to include narrative disclosure to explain graphs B, C and D regarding the
mouse models.

 FirstName LastNameFrancisco Salva
 Comapany NameAzitra Inc
 March 10, 2023 Page 3
 FirstName LastName
Francisco Salva
Azitra Inc
March 10, 2023
Page 3
General
8.Please remove the graphic highlighting the peak sales figure.  In this regard, we note that
you have not commenced clinical trials and your disclosure on page 56 indicates that the
estimate is based on multiple assumptions and is an estimate for the market in the mid-
2030s. For additional guidance, please refer to Compliance Disclosure Interpretations,
Securities Act Forms, Question 101.03.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

Daniel
K. Donahue

Tel
949.732.6500

Fax
949.732.6501

donahued@gtlaw.com

February
20, 2023

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Re: Azitra
                                            Inc

  Draft
                                            Registration Statement on Form S-1

  Submitted
                                            December 15, 2022

  CIK
                                            No. 0001701478

Ladies
and Gentlemen:

On
behalf of our client, Azitra Inc, a Delaware corporation (the “Company”), we are responding to the comment
letter issued by the staff of the Commission (the “Staff”) to Francisco Salva, President and Chief Executive
Officer of the Company, dated January 14, 2023 on the above-referenced draft Registration Statement on Form S-1. Concurrent with the
filing of this letter, the Company is publicly filing with the Commission its Registration Statement on Form S-1 (“Registration
Statement”).

The
Registration Statement has been prepared in response to Staff’s comment letter dated January 14, 2023, the text of which we have
incorporated into this response letter for your convenience.

Staff
Comment and Company Response

Draft
Registration Statement on Form S-1

Cover
Page

1. Please
                                            disclose on your cover page whether your offering is contingent upon the final approval of
                                            your listing. Please ensure the disclosure is consistent with your underwriting agreement.

Response:
The requested disclosure has been provided on the cover page. The form of underwriting agreement to be filed by amendment to the
Registration Statement will contain a representation and warranty from the Company. To further insure consistency, the final version
of the underwriting agreement that will be filed by the Company with a Current Report on Form 8-K will include the exchange listing approval
as a condition to the underwriter’s obligations to purchase the shares in the initial public offering.

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

Securities
and Exchange Commission

Division
of Corporation Finance

February
20, 2023

Page
2

Prospectus
Summary

Our
Company, page 1

2. Please
                                            revise to explain whether your microbial drug candidates will be delivered topically or by
                                            other delivery methods.

Response:
All of the Company’s current product candidates are intended to be delivered topically. Appropriate disclosure has been provided
in the third paragraph on page 1 and elsewhere throughout the prospectus as appropriate.

Pipeline
Table, page 2

3. Please
                                            revise the table to include a column for Phase 3. Also, revise so that the “Preclinical”
                                            column is not wider than the Phase 1/2 column.

Response:
The requested revisions have been made on page 2.

4. Please
                                            remove the Consumer Health Programs from the table or tell us your basis for including these
                                            programs in the table showing your pipeline of biotherapeutic products. In this regard, it
                                            appears that Bayer holds the commercial rights to these programs and that you generate service
                                            revenues from the joint development agreement. Further, it is unclear whether the oleogel
                                            formulations generated from the partnership are subject to the drug/biologic regulatory process
                                            that is depicted in the pipeline table.

Response:
The Company respectfully submits that it is meaningful to include the product candidates being developed under the Bayer JDA in the pipeline
table. As noted in the fourth full paragraph on page 64, these products are the proprietary property of the Company. Pursuant
to the Bayer JDA, Bayer is funding the development of the products and, in return, has an option to exclusively license the products,
however at this time they are the property of the Company and will remain so until such time, if ever, as Bayer exercises its option
in accordance with the JDA and enters into a commercial license with the Company. The Company has revised the table and the disclosure
in the third full paragraph on page 2 and the fourth full paragraph on page 64 to clarify that the product candidates
are being developed as consumer products and will not expected to require a FDA New Drug Application or Biologics License Application
to be approved.

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

Securities
and Exchange Commission

Division
of Corporation Finance

February
20, 2023

Page
3

5. Please
                                            revise to remove the “Discovery Programs” from the pipeline table. In this regard,
                                            we note that it appears premature to highlight them prominently in this table given their
                                            present development status. We further note that your Business discussion does not appear
                                            to provide disclosure concerning these programs.

Response:
The Company has removed the “Discovery Programs” from the pipeline table as requested.

Our
Market Opportunity, page 4

6. With
                                            a view to disclosure, please explain to us the basis for your disclosure that the global
                                            sales opportunity is $250 million.

Response:
According to several studies, the average prevalence of Netherton Syndrome is 1 in 100,000, or approximately 3,300 people in the U.S.
At an estimated cost of treatment of $170,000 per year, which the Company believes to be reasonable for an ultra-orphan drug such
as ATR-12, the Company estimates peak U.S. sales to be $100 million . With the global population estimated to be over 24 times
the US population, the $250 million projection is considered by the Company to be conservative. Please see page 56 of the
prospectus.

Summary
Financial Data, page 10

7. Please
                                            revise to disclose the historical and pro forma net loss per share information for all periods
                                            presented.

Response:
The Company has provided the requested disclosure related to historical periods; however, in order to provide the pro forma net loss
per share at this time, the Company would need the estimated offering price to compute the incremental common shares resulting from the
conversion of the convertible notes and preferred shares.

Use
of Proceeds, page 39

8. Please
                                            revise the disclosure in the first two bullet points to specify how much of the funding will
                                            be allocated toward each product candidate or program. Also disclose how far the proceeds
                                            will take you into the development process.

Response:
The Company has provided the requested disclosure on page 39.

Capitalization,
page 41

 9. Please
                                            revise your total capitalization balance to include the convertible notes payable.

Response:
The Company has revised the capitalization balance on page 41 as requested.

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

Securities
and Exchange Commission

Division
of Corporation Finance

February
20, 2023

Page
4

Dilution,
page 42

10. Please
                                            revise to start your dilution disclosures with historical net tangible book value and per
                                            share information.

Response:
The Company respectfully submits that the addition of the historical net tangible book value per share may cause confusion and, in any
event, would be irrelevant to investors. At the close of this offering, approximately $5.4 million of debt represented by convertible
notes will convert to common stock along with all of the outstanding shares of convertible preferred stock. These conversions alone (and
without giving effect to this offering) will cause the Company’s net tangible book deficit at December 31, 2022 to
increase from approximately a negative $2.57 million to approximately a positive $4.0 million, and the number of outstanding
common shares will increase from 147,041 to approximately 2 million (both share figures pre-split). As of December 31, 2022, the
historical net tangible book deficit per share (pre-split) is approximately ($17.45), however the pro forma historical
net tangible book value per share (pre-split) as of December 31, 2022 and after taking into account the conversion of the convertible
promissory notes and convertible preferred stock, would be approximately $2.02 per share. These tangible book value per
share numbers will be proportionately reduced by way of the forward split the Company intends to effect prior to this offering, however
the range of variance between the two numbers will remain, and the historical net tangible book value per share amount (post-split) will
be far less dilutive than the pro forma historical net tangible book value per share (post-split).

In
conclusion, we believe that the historical net tangible book value per share adds a layer of complexity to the dilution discussion that
is unnecessary and not helpful in that it presents a distorted view of the Company’s net tangible book value at the time of the
offering. We are aware of several definitive IPO prospectuses that were subject to similar facts and presented the dilution discussion
in the manner provided by the Company.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Research
and Development, page 46

11. Considering
                                            research and development to be your main operation, please address the following related
                                            comments:

 ● Please
                                            revise to disclose the nature of the components of your research and development expenses.
                                            In that regard, we note that you report grants earned as a negative research and development
                                            expense as disclosed on page F-9, and that you may also expense legal and filing expenses
                                            incurred related to the rejected patent as disclosed on page F-7.

Response:
The Company has provided the requested disclosure in the first paragraph on page 46. As discussed below, the Company does
not record legal expenses as part of research and development.

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

Securities
                                            and Exchange Commission

Division
of Corporation Finance

February
20, 2023

Page
5

 ● Please
                                            tell us, and revise as necessary, how your accounting for legal work in connection with patent
                                            applications or litigation, and the sale or licensing of patents as research and development
                                            expenses is in accordance with ASC 730-10-55-2i.

Response:
The Company does not record legal expenses in connection with patent applications or litigation, and the sale or licensing of patents,
as research and development expenses. In accordance with ASC 730-10-55-2i, the Company excludes all legal expenses from research and
development expense. The Company capitalizes all legal expense in connection with patent applications and the licensing of patents as
intangible assets. Amortization associated with these patent costs is recorded as part of general and administrative expense.

 ● Please
                                            disclose whether you track your research and development expenses by program and/or by product
                                            candidates, and if so, provide a disaggregated disclosure for that. If not, disclose that
                                            fact and the reason you do not track them separately, and also consider providing a disaggregated
                                            disclosure such as by nature of costs. Please also separately disclose the amount of grant
                                            revenue recognized if significant.

Response:
As an early-stage private company, the Company does not allocate its human resources involved in research and development to any specific
drug candidate but plans to do so in the future. The Company does allocate certain research and development costs among its product candidates,
and is able to generally assess the changes in research and development expenses between the reported periods, however given that the
elated human resources costs are by far the greatest component of research and development expenses, the Company does not believe it
is meaningful to provide a break-down of only a portion of the research and development expenses. The Company will comply with the staff’s
request in future filings.

 ● Please
                                            revise to provide any known trends or uncertainties disclosures. e.g. total expected costs,
                                            or any expectations to increase, related to your expected future research and development
                                            expenses. Refer to Item 303(b)(2)(ii) of Regulation S-K.

Response:
The Company has added disclosure concerning its known trends in the third paragraph on page 46.

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

Securities
                                            and Exchange Commission

Division
of Corporation Finance

February
20, 2023

Page
6

Liquidity
and Financial Condition, page 47

12. Revise
                                            to expand your liquidity disclosures to include a discussion that analyzes material cash
                                            requirements from known contractual and other obligations, including specification of the
                                            type of obligation and the relevant time period for the related cash requirements, as required
                                            by Item 303(b)(1) of Regulation S-K. In that regard, we note you disclosed certain lease
                                            obligations as well as obligations under license agreements.

Response:
The payment obligations under the Company’s license agreements are contingent in nature and not fixed obligations. The Company
has added disclosure concerning its operating lease obligations in the third paragraph on page 47.

ATR-12
for the treatment of Netherton syndrome, page 58

13. With
                                            reference to your disclosure at the top of page 63 concerning ATR-04, please provide similar
                                            disclosure concerning your 1b/2a trials for ATR-12.

Response:
The Company has provided the requested disclosure in the last paragraph on page 58.

Preclinical
data for ATR-12, page 59

14. Please
                                            expand your disclosure to include quantitative data supporting your claims that several in
                                            vivo and ex vivo experiments collectively support the potential efficacy of ATR-12 as a disease
                                            modifying therapy for pa

United States securities and exchange commission logo
January 14, 2023
Francisco Salva
President and Chief Executive Officer
Azitra Inc
21 Business Park Drive
Branford, CT 06405
Re:Azitra Inc
Draft Registration Statement on Form S-1
Submitted December 15, 2022
CIK No. 0001701478
Dear Francisco Salva:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover page
1.Please disclose on your cover page whether your offering is contingent upon the final
approval of your listing. Please ensure the disclosure is consistent with your underwriting
agreement.
Prospectus Summary
Our Company, page 1
2.Please revise to explain whether your microbial drug candidates will be delivered
topically or by other delivery methods.

 FirstName LastNameFrancisco Salva
 Comapany NameAzitra Inc
 January 14, 2023 Page 2
 FirstName LastNameFrancisco Salva
Azitra Inc
January 14, 2023
Page 2
Pipeline Table, page 2
3.Please revise the table to include a column for Phase 3. Also, revise so that the
"Preclinical" column is not wider than the Phase 1/2 column.
4.Please remove the Consumer Health Programs from the table or tell us your basis for
including these programs in the table showing your pipeline of biotherapeutic products.
In this regard, it appears that Bayer holds the commercial rights to these programs and that
you generate service revenues from the joint development agreement.  Further, it is
unclear whether the oleogel formulations generated from the partnership are subject to the
drug/biologic regulatory process that is depicted in the pipeline table.
5.Please revise to remove the "Discovery Programs" from the pipeline table.  In this regard,
we note that it appears premature to highlight them prominently in this table given their
present development status. We further note that your Business discussion does not appear
to provide disclosure concerning these programs.
Our Market Opportunity, page 4
6.With a view to disclosure, please explain to us the basis for your disclosure that the global
sales opportunity is $250 million.
Summary Financial Data, page 10
7.Please revise to disclose the historical and pro forma net loss per share information for all
periods presented.
Use of Proceeds, page 39
8.Please revise the disclosure in the first two bullet points to specify how much of the
funding will be allocated toward each product candidate or program.  Also disclose how
far the proceeds will take you into the development process.
Capitalization, page 41
9.Please revise your total capitalization balance to include the convertible notes payable.
Dilution, page 42
10.Please revise to start your dilution disclosures with historical net tangible book value and
per share information.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development, page 46
11.Considering research and development to be your main operation, please address the
following related comments:

 FirstName LastNameFrancisco Salva
 Comapany NameAzitra Inc
 January 14, 2023 Page 3
 FirstName LastNameFrancisco Salva
Azitra Inc
January 14, 2023
Page 3
•Please revise to disclose the nature of the components of your research and
development expenses. In that regard, we note that you report grants earned as a
negative research and development expense as disclosed on page F-9, and that you
may also expense legal and filing expenses incurred related to the rejected patent as
disclosed on page F-7.
•Please tell us, and revise as necessary, how your accounting for legal work in
connection with patent applications or litigation, and the sale or licensing of patents
as research and development expenses is in accordance with ASC 730-10-55-2i.
•Please disclose whether you track your research and development expenses by
program and/or by product candidates, and if so, provide a disaggregated
disclosure for that. If not, disclose that fact and the reason you do not track them
separately, and also consider providing a disaggregated disclosure such as by nature
of costs. Please also separately disclose the amount of grant revenue recognized if
significant.
•Please revise to provide any known trends or uncertainties disclosures. e.g. total
expected costs, or any expectations to increase, related to your expected future
research and development expenses. Refer to Item 303(b)(2)(ii) of Regulation S-K.
Liquidity and Financial Condition, page 47
12.Revise to expand your liquidity disclosures to include a discussion that analyzes material
cash requirements from known contractual and other obligations, including specification
of the type of obligation and the relevant time period for the related cash requirements, as
required by Item 303(b)(1) of Regulation S-K. In that regard, we note you disclosed
certain lease obligations as well as obligations under license agreements.
ATR-12 for the treatment of Netherton syndrome, page 58
13.With reference to your disclosure at the top of page 63 concerning ATR-04, please
provide similar disclosure concerning your 1b/2a trials for ATR-12.
Preclinical data for ATR-12, page 59
14.Please expand your disclosure to include quantitative data supporting your claims
that several in vivo and ex vivo experiments collectively support the potential efficacy of
ATR-12 as a disease modifying therapy for patients with Netherton syndrome.
Preclinical data of ATR-04, page 61
15.Please revise to include narrative disclosure explaining the results depicted in the table so
it is clear how the results support the claims made in this section.
Our Business Strategies, page 64
16.Please revise your disclosure to provide information about the nature and terms of your
partnerships with Yale University and Jackson Laboratory for Genomic Medicine.

 FirstName LastNameFrancisco Salva
 Comapany NameAzitra Inc
 January 14, 2023 Page 4
 FirstName LastName
Francisco Salva
Azitra Inc
January 14, 2023
Page 4
Preclinical data for ATR-01, page 64
17.Please expand your disclosure to include quantitative data supporting your claims of
improvement in the evaluations conducted on human skin explants and in mouse models.
Exclusive License Agreement with Fred Hutchison Cancer Center, page 68
18.Please revise to indicate which of your product candidates and programs are subject to the
license agreement.
Clinical Trials, page 70
19.We note your disclosure indicating that you intend to submit INDs for two Phase 1b/2a
trials.  Please revise this section to provide a brief overview of Phase 1b/2a trials,
including, as applicable, why Phase 1a might not be required and whether additional
Phase 2 trials are typically required prior or in addition to Phase 3 trials. Discuss, as
applicable, the benefits and risks of combining phases.
Financial Statements for the Fiscal Year Ended December 31, 2021
Note 8. Stockholders' Equity - Preferred Stock, page F-14
20.Here you disclose that for all of your convertible preferred stock, dividends accumulate
from the original date of their issuance, are cumulative and are payable upon declaration
of the Board of Directors or liquidation of the Company. Please tell us how you have
considered the impact of these cumulative dividends to your basic and dilutive EPS
calculation. Refer to ASC 260-10-45-11.
Exhibits
21.Please file your agreements with Bayer and FHCC as exhibits or provide
us analyses explaining why they should not be filed pursuant to Regulation S-K, Item 601.
            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.