| (1) |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also
cover an indeterminate number of shares of common stock, par value $0.0001 per share, of Azitra, Inc. (the “Common Stock”)
that may be issued and resold resulting from stock splits, stock dividends or similar transactions. |
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| (2) |
Estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
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| (3) |
The proposed maximum aggregate
offering price of the shares of Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based
on the aggregate offering price of the pre-funded warrants offered and sold in the offering (plus the aggregate exercise price of
the shares of Common Stock issuable upon exercise of the pre-funded warrants), and as such the proposed aggregate maximum offering
price of the shares of Common Stock and pre-funded warrants (including the shares of Common Stock issuable upon exercise of the pre-funded
warrants), if any, is $10,000,000. |
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| (4) |
No fee due pursuant to
Rule 457(g) under the Securities Act because the pre-funded warrants are being registered in the same registration statement as the
shares of Common Stock issuable upon exercise of the pre-funded warrants. |