Stock Options

In March 2023, the Company’s Board of Directors and stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The 2023 Plan allows the Compensation Committee to grant up to 181,842 shares of Common Stock in the form of incentive and non-statutory stock options, restricted stock awards, restricted stock units, and other stock-based awards to employees, directors, and non-employees. As of December 31, 2025, options to purchase 134,200 shares of common stock had been granted and were outstanding under the 2023 Plan and 47,558 shares of common stock were available for grant under the plan. On October 3, 2024, the Company’s Board of Directors approved amendments to the 2023 Plan that, subject to stockholder approval, would (i) increase the number of shares of Common Stock that may be issued under the 2023 Plan by 171,832 shares and (ii) adopt an evergreen provision to the 2023 Plan providing for an automatic 5% annual increase in the shares of Common Stock available for issuance under the 2023 Plan over the next 10 years. Both amendments were approved by the Company’s stockholders at the Company’s annual stockholder meeting held on November 20, 2024. On January 1, 2026, the shares of Common Stock that may be issued under the 2023 Plan increased by 537,034 shares in accordance with the evergreen provision.

During 2016, the Company established the Azitra Inc. 2016 Stock Incentive Plan ("2016 Plan") which provides for the grant up to 7,460 shares of Common Stock in the form of stock options and restricted shares to the Company’s employees, officers, directors, advisors and consultants. As of December 31, 2025, options to purchase 6,539 shares of common stock had been granted and 1,436 shares of common stock were available for grant under the 2016 Plan.

At December 31, 2025, there was $49,504 of unamortized compensation expense that will be amortized over the remaining vesting period. The Company determined the options qualified as plain vanilla under the provisions of SAB 107 and the simplified method was used to estimate the expected option life.

To determine the estimated fair value of the options granted during 2025, the Company used the Black-Scholes option pricing model with the following assumptions: Underlying common stock value of $.30; Expected term of 6.5 to 10 years; Expected Volatility of 86.7%; to 89.1% Risk Free Interest Rate of 3.86% - 4.12%; and Dividend Yield of —%.

Stock-based compensation expense recognized for options was as follows:


	For the Years Ended December 31,
		2025		2024
Research and development		$	1,351	$	2,505
General and administrative		61,393		242,548
Total		$	62,744	$	245,053

The following table summarizes information about options outstanding and exercisable at December 31, 2025:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at December 31, 2025	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options at December 31, 2025	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$	0.29	134,084	10.0 years	$	0.29	33,440	10.0 years	$	0.29
$	95.38	1,030	0.0 years	$	95.38	1,030	0.0 years	$	95.38
$	185.15	609	0.0 years	$	185.15	609	0.0 years	$	185.15
$	340.20	3,999	3.8 years	$	340.20	3,999	3.8 years	$	340.20
$	413.59	200	7.7 years	$	413.59	118	7.7 years	$	413.59
		139,922				39,196

Total stock option activity for the year ended December 31, 2025, is summarized as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024	6,237	$	277.06	3.7 years	—
Granted	134,084	—
Exercised	—	—
Forfeited	(399)	—
Outstanding at December 31, 2025	139,922	$	12.10	9.7 years	—
Vested and Exercisable at December 31, 2025	39,196	41.58		8.9 years	—

Historical Timeline

Fiscal Year	Filed
2025	Feb 27, 2026	Showing above
2024	Feb 24, 2025

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Azitra, Inc. Stock Compensation Disclosure

Historical Timeline

About Stock Compensation Disclosures

Other Available Disclosures