Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
| Azitra, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 05479L203 |
| (CUSIP Number) |
| September 30, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 05479L203 | Page 2 of 10 Pages |
| 1. | Name of Reporting Person | ||
| Bayer Healthcare LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Delaware | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 48,324 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 48,324 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 48,324 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 0.6%1 | |||
| 12. | Type of Reporting Person | ||
| CO | |||
1 This percentage is based on 7,625,056 shares of common stock, $0.0001 par value per share (the “Common Stock”) of Azitra, Inc., a Delaware corporation (the “Issuer”), outstanding as of August 12, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2024.
< table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%">
| 1. | Name of Reporting Person | ||
| Bayer US Holding LP | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Delaware | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 48,324 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 48,324 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 48,324 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 0.6%2 | |||
| 12. | Type of Reporting Person | ||
| PN | |||
2 This percentage is based on 7,625,056 shares of the Issuer’s Common Stock outstanding as of August 12, 2024, as reported in the Issuer's Form 10-Q, as filed with the SEC on August 12, 2024.
| CUSIP No. 05479L203 | Page 4 of 10 Pages |
| 1. | Name of Reporting Person | ||
| Bayer World Investments B.V. | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Netherlands | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 48,324 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 48,324 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 48,324 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 0.6%3 | |||
| 12. | Type of Reporting Person | ||
| CO | |||
3 This percentage is based on 7,625,056 shares of the Issuer’s Common Stock outstanding as of August 12, 2024, as reported in the Issuer's Form 10-Q, as filed with the SEC on Aug ust 12, 2024.
| CUSIP No. 05479L203 | Page 5 of 10 Pages |
| 1. | Name of Reporting Person | ||
| Bayer Aktiengesellschaft | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Germany | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 48,324 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 48,324 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 48,324 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 0.6%4 | |||
| 12. | Type of Reporting Person | ||
| HC, CO | |||
4 This percentage is based on 7,625,056 shares of the Issuer’s Common Stock outstanding as of August 12, 2024, as reported in the Issuer's Form 10-Q, as filed with the SEC on August 12, 2024.
| CUSIP No. 05479L203 | Page 6 of 10 Pages |
| Item 1(a) | Name of Issuer |
Azitra, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
21 Business Park Drive, Suite 6, Branford, Connecticut 06405
| Item 2(a) | Name of Person Filing |
This Schedule 13G is being jointly filed by Bayer HealthCare LLC (“BHC”), Bayer US Holding LP (“BUSH LP”), Bayer World Investments B.V. (“BWI”) and Bayer Aktiengesellschaft (“Bayer AG”) (collectively, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
The business address for BHC and BUSH LP is 100 Bayer Boulevard, Whippany, New Jersey 07981.
The business address for BWI is Siriusdreef 36, 2132 WT Hoofddorp, The Netherlands.
The business address for Bayer AG is Bayerwerk, Kaiser-Wilhelm-Allee 1, 51368 Leverkusen, Germany.
| Item 2(c) | Citizenship |
The Reporting Persons are citizens of:
BHC – Delaware
BUSH LP – Delaware
BWI — The Netherlands
Bayer AG — Germany
| Item 2(d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e) | CUSIP Number |
05479L203
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable
| CUSIP No. 05479L203 | Page 7 of 10 Pages |
| Item 4. | Ownership |
(a) BHC is the direct beneficial owner of an aggregate of 48,324 shares of Common Stock (reflecting the Issuer’s reverse stock split of its Common Stock effective July 1, 2024), which represents 0.6% of the Issuer’s outstanding Common Stock based upon 7,625,056 shares outstanding on August 12, 2024 as reported by the Issuer in its Form 10-Q as filed with the SEC on August 12, 2024.
BHC is indirectly controlled by BUSH LP. BWI is the general partner of BUSH LP. BWI is an indirect, wholly owned subsidiary of Bayer AG. Accordingly, Bayer AG may be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned directly by BHC.
(b) Percent of class:
BHC – 0.6%
BUSH LP – 0.6%
BWI — 0.6%
Bayer AG — 0.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
BHC – 48,324
BUSH LP – 48,324
BWI — 48,324
Bayer AG — 48,324
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
BHC – 48,324
BUSH LP – 48,324
BWI — 48,324
Bayer AG— 48,324
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: x
| CUSIP No. 05479L203 | Page 8 of 10 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 05479L203 | Page 9 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 6, 2024
| BAYER HEALTHCARE LLC | ||
| By: | /s/ Priyal Patel | |
| Priyal Patel, Treasurer | ||
| BAYER US HOLDING LP | ||
| By: | /s/ Priyal Patel | |
| Priyal Patel, Treasurer | ||
| BAYER WORLD INVESTMENTS B.V. | ||
| By: | /s/ Kati Schnuerer | |
| Kati Schnuerer, Managing Director | ||
| BAYER AKTIENGESELLSCHAFT | ||
| By: | /s/ Thomas Hoffmann | |
| Thomas Hoffmann, Head of Treasury | ||
| CUSIP No. 05479L203 | Page 10 of 10 Pages |
EXHIBIT INDEX
| A. | Joint Filing Agreement, dated February 12, 2024, by and between all the Reporting Persons (incorporated by reference to Exhibit A of the Schedule 13G filed with the SEC on February 12, 2024). |