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. On October 3, 2024, the Company’s Board of Directors approved amendments to the 2023 Plan to (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. As of June 30, 2026, options to purchase 648,968 shares of common stock had been granted and were outstanding under the 2023 Plan and 69,908 shares of common stock were available for grant under the plan.

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 June 30, 2026, options to purchase 2,995 shares of common stock had been granted and 4,171 shares of common stock were available for grant under the 2016 Plan.

At June 30, 2026, there was $112,580 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 $0.30; 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 0%.

To determine the estimated fair value of the options granted during 2026, the Company used the Black-Scholes option pricing model with the following assumptions: Underlying common stock value of $0.21; Expected term of 6.5 to 10 years Expected Volatility of 86.7%; Risk Free Interest Rate of 4.12%; and Dividend Yield of 0%.


		Options Outstanding				Options Exercisable
Exercise Price		Number of Options at June 30, 2026	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options Exercisable at June 30, 2026	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$	0.21	514,684	9.8 years	$	0.21	—	9.8 years	$	0.21
$	0.29	134,084	9.5 years	$	0.29	50,197	9.5 years	$	0.29


$	340.20	2,903	4.7 years	$	340.20	2,903	4.7 years	$	340.20
$	413.59	200	7.2 years	$	413.59	142	7.2 years	$	413.59
		651,871				53,242


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025	139,922	$	12.10	9.7 years	—
Granted	514,684	0.21		9.8 years	—
Exercised	—	—		—	—
Forfeited	(2,735)	—		—	—
Outstanding at June 30, 2026	651,871	$	1.87	9.7 years	—
Vested and Exercisable at June 30, 2026	53,242	19.92		9.2 years	—