Leslie W. Kreis - Jun 15, 2023 Form 3 Insider Report for Azitra Inc (AZTR)

Role
10%+ Owner
Signature
/s/ Leslie W. Kreis, Jr
Stock symbol
AZTR
Transactions as of
Jun 15, 2023
Transactions value $
$0
Form type
3
Date filed
6/15/2023, 05:55 PM
Previous filing
Jun 13, 2023
Next filing
Jun 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AZTR Convertible Notes 78K Jun 15, 2023 Directly held by Bios Fund III, LP F1, F2, F3, F4
holding AZTR Convertible Notes 509K Jun 15, 2023 Directly held by Bios Fund III QP, LP F1, F2, F3, F4
holding AZTR Convertible Notes 82.2K Jun 15, 2023 Directly held by Bios Fund III NT, LP F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding AZTR Series A Convertible Preferred Stock Jun 15, 2023 Common Stock 468K Directly held by Bios Fund I QP, LP F2, F3, F4, F5
holding AZTR Series A Convertible Preferred Stock Jun 15, 2023 Common Stock 799K Directly held by Bios Fund I, LP F2, F3, F4, F5
holding AZTR Series A-1 Convertible Preferred Stock Jun 15, 2023 Common Stock 233K Directly held by Bios Fund II, LP F2, F3, F4, F6
holding AZTR Series A-1 Convertible Preferred Stock Jun 15, 2023 Common Stock 102K Directly held by Bios Fund II NT, LP F2, F3, F4, F6
holding AZTR Series A-1 Convertible Preferred Stock Jun 15, 2023 Common Stock 412K Directly held by Bios Fund II QP, LP F2, F3, F4, F6
holding AZTR Series A-1 Convertible Preferred Stock Jun 15, 2023 Common Stock 398K Directly held by Bios Azitra Co-Invest I, LP F2, F3, F4, F6
holding AZTR Series B Convertible Preferred Stock Jun 15, 2023 Common Stock 52.1K Directly held by Bios Fund II, LP F2, F3, F4, F7, F9
holding AZTR Series B Convertible Preferred Stock Jun 15, 2023 Common Stock 22.8K Directly held by Bios Fund II NT, LP F2, F3, F4, F7
holding AZTR Series B Convertible Preferred Stock Jun 15, 2023 Common Stock 170K Directly held by Bios Fund II QP, LP F2, F3, F4, F7
holding AZTR Series B Convertible Preferred Stock Jun 15, 2023 Common Stock 124K Directly held by Bios Fund III, LP F2, F3, F4, F7
holding AZTR Series B Convertible Preferred Stock Jun 15, 2023 Common Stock 130K Directly held by Bios Fund III NT, LP F2, F3, F4, F7
holding AZTR Series B Convertible Preferred Stock Jun 15, 2023 Common Stock 808K Directly held by Bios Fund III QP, LP F2, F3, F4, F7
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 4.01K $0.48 Directly held by Bios Fund II, LP F2, F3, F4, F8
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 1.75K $0.48 Directly held by Bios Fund II NT, LP F2, F3, F4, F8
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 13.1K $0.48 Directly held by Bios Fund II QP, LP F2, F3, F4, F8
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 8.05K $5.28 Directly held by Bios Fund II, LP F2, F3, F4, F8, F9
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 3.52K $5.28 Directly held by Bios Fund II NT, LP F2, F3, F4, F8, F9
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 26.3K $5.28 Directly held by Bios Fund II QP, LP F2, F3, F4, F8, F9
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 10.7K $5.28 Directly held by Bios Fund II, LP F2, F3, F4, F8, F9
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 4.66K $5.28 Directly held by Bios Fund II NT, LP F2, F3, F4, F8, F9
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 34.8K $5.28 Directly held by Bios Fund II QP, LP F2, F3, F4, F8, F9
holding AZTR Warrants (Right to Buy) Jun 15, 2023 Common Stock 39.8K $5.28 Directly held by Bios Azitra Co-Invest I, LP F2, F3, F4, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects a convertible note that is convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest will be automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the lesser of: (i) $30 million divided by the number of shares of the Issuer's common stock issued and outstanding, on a fully diluted basis, immediately prior to the close of the IPO or (ii) 50% of the price per share issued in connection with the IPO.
F2 The number of shares represented reflects a forward stock split at a ratio of 7.1-for-1 which was effectuated upon the effectiveness of the Issuer's Form S-1 (File No. 333-269876).
F3 Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I") and Bios Fund I QP, LP ("Bios Fund I QP"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Azitra Co-invest I, LP ("Bios Azitra Co-invest"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT").
F4 Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. The shares owned by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund III QP, Bios Fund III NT and Bios Azitra Co-invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher share voting and investment control with respect to shares held by the Bios Equity Entities.
F5 Each share of Series A Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock has no expiration date.
F6 Each share of Series A-1 Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series A-1 Convertible Preferred Stock has no expiration date.
F7 Each share of Series B Convertible Preferred Stock preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's IPO. Each share of Series B Convertible Preferred Stock has no expiration date.
F8 The exercise price of the warrants reflects adjustment for a forward stock split at a ratio of 7.1-for-1 which was effectuated upon the effectiveness of the Issuer's Form S-1 (File No. 333-269876).
F9 The warrants expire upon the earlier of: (i) February 22, 2026 or (ii) the consummation of a sale of the Issuer.

Remarks:

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