Autonomix Medical Inc SEC Filings

Autonomix Medical, Inc. is registering 13,504,998 shares of common stock for resale by a selling stockholder, issuable upon exercise of outstanding warrants from a November 2025 PIPE transaction. The shares consist of 9,003,332 shares underlying Series C common stock purchase warrants and 4,501,666 shares underlying pre-funded warrants.

The company will not receive any proceeds from the resale, but could receive up to $7.7 million in gross proceeds if all Common Warrants are exercised in cash at $0.8607 per share. The PIPE itself generated approximately $5.0 million in gross proceeds. Autonomix is a development-stage medical device company developing a catheter-based system that both senses neural signals and applies radiofrequency ablation, initially targeting severe pain from pancreatic and other visceral cancers.

As of November 21, 2025, Autonomix had 6,907,678 shares of common stock outstanding, so full warrant exercise would significantly increase the share count. Beneficial ownership caps of 4.99% for Common Warrants and 9.99% for Pre-Funded Warrants limit how many shares the investor can hold at any one time.

Autonomix Medical, Inc. entered into a Securities Purchase Agreement with an institutional investor for a private placement of pre-funded and Series C common stock warrants, raising gross proceeds of approximately $5.0 million before fees. The investor purchased pre-funded warrants for 4,501,666 shares at a combined price of $1.1097 per pre-funded warrant plus accompanying Series C common warrants, with the pre-funded warrants exercisable at $0.001 per share and the common warrants exercisable at $0.8607 per share for up to 9,003,332 shares. The company plans to use the net proceeds for working capital and general corporate purposes, has agreed to register the resale of the warrant shares, and is subject to agreed limits on additional equity and variable-rate transactions for a period tied to the effectiveness of that registration statement.

Autonomix Medical (AMIX) reported Q2 FY2026 results highlighting higher operating spend and ongoing losses. The company posted a net loss of $7.5 million for the quarter and $10.8 million for the six months ended September 30, 2025, driven by general and administrative expenses of $5.2 million and R&D of $2.4 million in the quarter. Cash and cash equivalents were $7.5 million at quarter end.

Management disclosed substantial doubt about the company’s ability to continue as a going concern. Based on current plans, cash resources are estimated to fund operations into, but not beyond, the third calendar quarter of 2026.

To bolster liquidity, Autonomix entered a $15.0 million equity purchase agreement with Lincoln Park and issued 261,932 commitment shares; no sales had occurred under this facility by September 30. The company also utilized its ATM program, selling 1,682,685 shares for approximately $2.6 million fiscal‑to‑date, including 378,425 shares for about $0.5 million in the quarter, and completed a July warrant inducement for roughly $2.5 million gross. Shares outstanding were 6,886,648 as of November 4, 2025.

Autonomix Medical (AMIX) reported stockholder voting results from its Annual Meeting. A total of 2,871,639 shares voted, representing approximately 48% of the 5,941,992 shares outstanding as of September 8, 2025, establishing a quorum. All five director nominees were elected. Stockholders ratified Forvis Mazars, LLP as independent auditor with 2,609,156 votes for, 91,309 against, and 171,174 abstentions.

Key approvals included capital flexibility items. Stockholders authorized the Board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-25 prior to the one-year anniversary of the meeting (1,927,998 for; 370,030 against; 573,611 abstain). They approved the amended and restated 2023 Equity Incentive Plan (1,113,523 for; 127,874 against; 38,301 abstain) and, for Nasdaq Listing Rule 5635(d) purposes, authorized issuing more than 20% of outstanding common stock under the Lincoln Park Capital Fund, LLC purchase agreement (1,184,885 for; 75,982 against; 18,831 abstain).

Autonomix Medical, Inc. is a pre-revenue, clinical‑stage life sciences company developing peripheral nervous system sensing and treatment technologies. The filing shows no revenue for the reported periods and an accumulated deficit of approximately $50.4 million (year end) rising to $53.7 million as of June 30, 2025. Management reports working capital near $7.0–$7.9 million and cash of $8.6 million as of June 30, 2025, and discloses substantial doubt about the company's ability to continue as a going concern within one year. The company completed an equity offering that generated aggregate gross proceeds of about $10.0 million (net cash proceeds ~$9.0 million) in November 2024 and, under an ATM program, sold 1,304,260 shares for net proceeds of approximately $2.1 million through June 30, 2025. The filing details extensive warrant and unit arrangements (Series A, Pre‑Funded, Representative, Inducement and other warrants), convertible note conversions, stock option grants, and significant potential dilution from outstanding warrants and convertible instruments.

Autonomix Medical, Inc. discloses executive pay actions and a proposed reverse stock split. New CEO Brad Hauser joined on June 17, 2024 with an annual base salary of $450,000. Several executives—Mr. Schwartz, Mr. Toth and Mr. Klemp—took voluntary pay reductions that include one-time and ongoing cuts, resulting in each of Mr. Schwartz, Mr. Toth and Mr. Klemp having an annual salary of $50,000 on a go-forward basis. The statement also describes option vesting schedules that vest over four years in annual installments for grants referenced on July 24, 2023 and June 21, 2024. The Reverse Stock Split provision states outstanding common shares will be combined and converted into one share without changing par value or authorized share counts, that fractional shares will be cashed out based on the five-day Nasdaq closing price average, and that authorized shares are 500,000,000 common and 10,000,000 preferred.

Autonomix Medical, Inc. amended its at-the-market equity program by increasing the aggregate sales price available under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. On August 25, 2025 the company increased the original capacity of $2.1 million by an additional $1.4 million, and any sales will be made under the company’s effective Form S-3 registration statement (File No. 333-285464) and related prospectus supplement filed August 25, 2025. The filing references the February 28, 2025 sales agreement and legal opinions from ArentFox Schiff LLP.

Autonomix Medical, Inc. (AMIX) entered into a purchase agreement with Lincoln Park Capital Fund, LLC on August 25, 2025, under which Lincoln Park committed to purchase up to $15.0 million of the company’s common stock over a period of up to 24 months, subject to a Commencement Date that requires an effective registration statement and satisfaction of other conditions. The company issued 261,932 commitment shares to Lincoln Park as consideration. Daily purchases (Regular Purchases) are limited by share-count and a per-transaction dollar cap of $500,000, with purchase price formulas tied to recent trading prices and additional mechanics for accelerated purchases. Limits include a Nasdaq 19.99% exchange cap (unless shareholder approval is obtained or average price conditions are met) and a 4.99% beneficial ownership cap for Lincoln Park. Proceeds are expected to be used for working capital and general corporate purposes.