Autonomix Medical (AMIX) flags going-concern risk and $25–$30M funding need
Rhea-AI Filing Summary
Autonomix Medical, Inc. is a development-stage medical device company with no revenues, focused on catheter-based neural sensing and RF ablation for pain associated with pancreatic cancer and other nerve-related disorders. For the three months ended June 30, 2026, it reported a net loss of $2.7 million, compared with $3.3 million a year earlier, as operating expenses declined 19% to $2.8 million driven mainly by lower stock-based compensation and general and administrative costs.
As of June 30, 2026, Autonomix had cash of $3.5 million, total assets of $7.6 million, working capital of $3.1 million and an accumulated deficit of $69.8 million. Net cash used in operating activities was $3.5 million for the quarter. Management estimates existing cash, together with proceeds from a July 2026 warrant exercise that raised approximately $2.6 million, will fund operations into but not beyond the first calendar quarter of 2027 and expects additional financing needs of about $25–$30 million to reach commercialization of its first indication. These conditions raise substantial doubt about its ability to continue as a going concern.
During the period, the company effected a 1-for-21 reverse stock split and subsequently regained compliance with Nasdaq’s $1.00 bid-price requirement. Capital structure is complex, with 512,394 potentially dilutive securities outstanding. Management reports ongoing material weaknesses in internal control over financial reporting, including lack of segregation of duties and technology control issues, and is adding personnel and consultants to improve controls.
Positive
- Regains Nasdaq bid-price compliance, resolving prior deficiency notice after maintaining a closing bid at or above $1.00 for 10 consecutive trading days.
- Operating expenses decreased 19% year over year to $2.8 million, with general and administrative costs down 31%, helping reduce the quarterly net loss versus 2025.
Negative
- Going-concern uncertainty: existing cash plus recent financing are expected to fund operations only into, but not beyond, the first calendar quarter of 2027.
- Significant future funding need: management estimates an additional $25–$30 million is required to finance operations through commercialization of the first indication.
- No revenue and ongoing losses: net loss was $2.7 million for the quarter and the accumulated deficit reached $69.8 million, with $3.5 million of cash and $3.5 million used in operations.
- Material weaknesses in internal controls persist in segregation of duties, technology controls and financial reporting, leading management to conclude disclosure controls are not effective.
Filing Explained
A July warrant exercise issued 428,731 shares for about $2.6 million alongside immediately exercisable warrants that could create further issuance.
As a Form 10-Q, this filing provides unaudited quarterly financial statements and updates on risks and liquidity. After June 30, 2026, Autonomix completed the exercise of 428,731 Common Warrants, issuing those shares and receiving approximately
It also issued two new Series D warrants, each covering up to 428,731 shares and immediately exercisable at
For existing common holders, the completed exercise adds 428,731 shares to the total share count, while each new warrant adds capacity for another 428,731 shares if exercised; additional shares reduce an existing holder’s percentage ownership absent offsetting changes. The filing reports 971,043 shares outstanding as of
The named follow-up is the resale registration statement’s effectiveness: after six months from issuance, the new warrants may be exercised cashlessly if no effective registration statement is available, and the company agreed to keep that registration effective while the warrants or underlying shares remain held.
Key Figures
Key Terms
going concern financial
reverse stock split financial
At Market Issuances Sales Agreement financial
Beneficial Ownership Limitation financial
material weakness financial
Black Scholes value financial
Earnings Snapshot
FAQ
How did Autonomix Medical (AMIX) perform financially in the quarter ended June 30, 2026?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to__________
Commission file number
Autonomix Medical, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | |
| (State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
| Incorporation or Organization) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code:
(
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer ☐ | Accelerated Filer ☐ |
| | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The number of shares of the Company's outstanding common stock as of August 6, 2026 was
Autonomix Medical, Inc.
Index to Unaudited Condensed Financial Statements
| Page |
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| PART I FINANCIAL INFORMATION |
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| Item 1. |
Condensed Financial Statements |
3 |
| Unaudited Condensed Balance Sheets as of June 30, 2026 and March 31, 2026 |
3 |
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| Unaudited Condensed Statements of Operations for the three months ended June 30, 2026 and 2025 |
4 |
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| Unaudited Condensed Statements of Stockholders’ Equity for the three months ended June 30, 2026 and 2025 |
5 |
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| Unaudited Condensed Statements of Cash Flows for the three months ended June 30, 2026 and 2025 |
6 |
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| Notes to the Unaudited Condensed Financial Statements |
7 |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
| Item 4. |
Controls and Procedures |
24 |
| PART II OTHER INFORMATION |
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| Item 1. |
Legal Proceedings |
25 |
| Item 1A. |
Risk Factors |
25 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
25 |
| Item 3. |
Defaults Upon Senior Securities |
25 |
| Item 4. |
Mine Safety Disclosures |
26 |
| Item 5. |
Other Information |
26 |
| Item 6. |
Exhibits |
26 |
| Signatures |
27 |
|
PART I - FINANCIAL INFORMATION
| Item 1. |
Condensed Financial Statements |
Autonomix Medical, Inc.
Condensed Balance Sheets
(Unaudited)
| (in thousands, except par value and share data) | As of | |||||||
| March 31, | ||||||||
| June 30, | 2026 | |||||||
| 2026 | (as revised) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Property and equipment, net | ||||||||
| Total noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively | $ | $ | ||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements.
Autonomix Medical, Inc.
Condensed Statements of Operations
(Unaudited)
| Three Months Ended | ||||||||
| June 30, | ||||||||
| (in thousands, except share and per share data) | 2026 | 2025 | ||||||
| Operating expenses: | ||||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Interest income | ||||||||
| Total other income | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted (2025 is "as revised") | ||||||||
See accompanying notes to the unaudited condensed financial statements.
Autonomix Medical, Inc.
Condensed Statements of Stockholders' Equity
(Unaudited)
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Total | ||||||||||||||||||
| Shares | Amount | Capital | Accumulated | Stockholders' | ||||||||||||||||
| (in thousands) | (as revised) | (as revised) | (as revised) | Deficit | Equity | |||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Issuance of common stock, net of offering costs | ||||||||||||||||||||
| Issuance of common stock - warrants exercised | ||||||||||||||||||||
| Balance June 30, 2025 | ( | ) | ||||||||||||||||||
| Balance March 31, 2026 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Fractional share buyback in connection with reverse stock split | - | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2026 | ( | ) | ||||||||||||||||||
See accompanying notes to the unaudited condensed financial statements.
Autonomix Medical, Inc.
Condensed Statements of Cash Flows
(Unaudited)
| Three Months Ended June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation expense | ||||||||
| Changes in operating assets - decrease: | ||||||||
| Other current assets | ||||||||
| Changes in operating liabilities - (decrease)/increase: | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Issuance of common stock | ||||||||
| Direct financing costs from issuance of common stock | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, at beginning of period | ||||||||
| Cash and cash equivalents, at end of period | $ | $ | ||||||
| Supplemental cash flow disclosures: | ||||||||
| Non-cash financing activities: | ||||||||
| Fractional share buyback in connection with reverse stock split in accrued expenses | $ | $ | ||||||
| Recognition of deferred offering costs associated with issuance of common stock | $ | $ | ( | ) | ||||
See accompanying notes to the unaudited condensed financial statements.
Autonomix Medical, Inc.
Notes to the Unaudited Condensed Financial Statements
Note 1 – Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies
Description of the Business
Autonomix Medical, Inc (“we,” "us," “our,” or the “Company”) is a medical device company organized as a Delaware corporation on June 10, 2014. The Company is a development-stage medical device company focused on advancing technologies for sensing and treating disorders of the nervous system. The Company's platform is designed to integrate high-sensitivity neural signal detection with targeted radiofrequency (“RF”) ablation, enabling a “sense, treat, verify” approach intended to improve the precision and consistency of nerve-targeted therapies. The Company's technology consists of a catheter-based system incorporating a proprietary microchip-enabled sensing architecture designed to detect low-amplitude neural signals from within the vascular system. By placing signal amplification and digitization at or near the point of detection, this approach is intended to reduce signal degradation and improve detection of neural activity compared to conventional systems. The Company believes this may enable more precise localization of target nerves and support targeted therapeutic intervention.
The Company's development efforts are focused on two core components: diagnostic sensing and therapeutic RF ablation. In preclinical studies, the Company's sensing technology has demonstrated the ability to detect signals from specific nerve bundles prior to ablation and confirm signal termination following treatment. The Company is currently refining the design of its catheter to meet requirements for human use in the United States. In parallel with development of the Company's sensing system, the Company has conducted an early clinical proof-of-concept study evaluating the safety and feasibility of transvascular nerve ablation using commercially available RF ablation technologies.
The Company is initially developing its technology for the treatment of pain associated with pancreatic cancer, a disease where existing therapies, including opioid pharmacotherapy and neurolytic injections, may provide inconsistent relief and are associated with meaningful risks. The Company believes our platform may also have the potential to support additional applications, including other visceral pain conditions, hypertension, cardiovascular disease, and other nerve-related disorders. These potential applications remain under evaluation and will require further development and clinical validation.
On January 14, 2026, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the closing bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Reverse Stock Split
The Company held its annual meeting of stockholders (the "Annual Meeting") on October 30, 2025. In that Annual Meeting, stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the "Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for- (1:21) reverse stock split (the "Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on June 24, 2026 (the "Effective Time”), and the Company’s common stock opened for trading on The Nasdaq Capital Market on June 24, 2026 on a post-split basis, under the existing ticker symbol "AMIX” but with a new CUSIP number 05330T304. The Amendment provides that, at the Effective Time, every twenty-one shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $
The number of authorized shares of common stock remained at
No fractional shares were issued as a result of the Reverse Stock Split, and instead, stockholders who would have been entitled to receive fractional shares received cash in lieu thereof. The Company paid cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock during the regular trading hours for the five consecutive trading days immediately preceding the Reverse Stock Split. The total amount accrued as of June 30, 2026 and paid in July 2026 for cash in lieu thereof was approximately $
The Reverse Stock Split has been retroactively adjusted throughout these interim financial statements and footnotes for all periods presented, including exercise prices and share data. These retroactive adjustments have been captioned with "as revised". As a result of the Reverse Stock Split, the Company reclassified approximately $
Liquidity and Going Concern
The Company's condensed financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company is an early-stage company that is subject to all the risks associated with early-stage and emerging growth companies and has incurred losses since inception.
For the three months ended June 30, 2026 and 2025, the Company had net losses of $
The Company estimates its current cash resources, including the proceeds from the subsequent financing transaction in Note 6, are sufficient to fund its operations into but not beyond the first calendar quarter of 2027. The Company recognizes it will need to raise additional capital to continue to execute its business plan, including obtaining regulatory clearance for its products currently under development and commercializing and generating revenues from products under development. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company. A failure to raise sufficient capital, generate sufficient product revenues, control expenditures and regulatory matters, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. If the Company is unable to raise sufficient additional funds, it will have to scale back its operations.
These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Basis of Presentation
The accompanying condensed interim financial statements are unaudited. These unaudited condensed interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The Company’s fiscal year end is March 31st. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended March 31, 2026 as found in the Company's Annual Report on Form 10-K filed with the SEC on May 27, 2026. In the opinion of management, the unaudited condensed interim financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position, results of operations and cash flows for the quarterly and year-to-date periods, as applicable. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The March 31, 2026 audited condensed balance sheet included herein was derived from the audited financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements.
Use of Estimates in Financial Statement Presentation
The preparation of these unaudited condensed interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company's significant estimates and assumptions include work performed but not yet billed by contract manufacturers, engineers and research organizations and the valuation of equity related instruments. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Some of these judgments can be subjective and complex, and, consequently, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250 thousand. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
Other Current Assets
Other current assets consisted of the following (in thousands):
| As of June 30, | As of March 31, | |||||||
| 2026 | 2026 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Other prepaid expenses | ||||||||
| Total other current assets | $ | $ | ||||||
Offering and Financing Costs
Offering costs consist of professional costs incurred through the balance sheet date that are direct and incremental related to the Company’s equity financing activities. The Company includes offering costs in additional paid-in capital, to the extent there is sufficient cash proceeds, upon completion of the sale of equity. Costs associated with salaries and other period costs are expensed as incurred.
Property and Equipment
Property and equipment (comprised of computer and information technology equipment) are stated at historical cost and depreciated on a straight-line basis over their estimated useful lives, generally years. Upon disposition of the assets, the costs and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations.
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| As of June 30, | As of March 31, | |||||||
| 2026 | 2026 | |||||||
| Accrued compensation | $ | $ | ||||||
| Accrued clinical research costs | ||||||||
| Accrued product development costs | ||||||||
| Accrued professional fees | ||||||||
| Other miscellaneous accrued expenses | ||||||||
| Total accrued expenses | $ | $ | ||||||
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. While the Company believes that its valuation methods are appropriate, the Company recognizes that the use of different methodologies or assumptions to determine the fair value could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values are the probability weighting of the different settlement outcomes used.
The Company did have any assets or liabilities measured at fair value as of June 30, 2026 and March 31, 2026.
The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, approximate fair value due to the relatively short period to maturity for these instruments.
Related Parties
The Company follows Accounting Standards Codification ("ASC") 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See further discussion in Note 5 below on this matter.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. As of June 30, 2026 and March 31, 2026, the Company determined a full valuation allowance was required to offset its deferred tax assets as a result of recurring operating losses.
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. As of June 30, 2026 and March 31, 2026, the Company had no uncertain tax positions.
The Company does not expect to pay any significant federal, state, or foreign income taxes in its fiscal year 2027 (ending March 31, 2027) as a result of the losses recorded during the three months ended June 30, 2026 and the additional losses expected for the remainder of its fiscal year 2027 and cumulative net operating loss carryforwards. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.
The Company recorded
Stock-based Compensation
Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. For awards with a performance condition, compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the Company had paid cash for the goods or services. The Company estimates the fair value of options and equity classified warrants granted using an options pricing model. Expense is recognized within general and administrative and research and development expenses and forfeitures are recognized as they are incurred.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using a Black-Scholes pricing model or a Monte Carlo simulation.
Loss Per Common Share
Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, which includes shares issuable for little to no consideration upon the exercise of certain equity-classified warrants. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Generally, the Company's warrants issued to investors in connection with capital transactions are participating securities as the holders receive the right to participate pro rata in distributions, but they are not obligated to fund losses. In periods of loss, since no income is allocated to these securities, the Company's use of the "treasury stock method" derives the same result. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented.
For the three months ended June 30, 2026 and 2025, dilutive securities that were not included in the calculations of the loss per common share because they would be anti-dilutive included the following:
| June 30, | ||||||||
| 2025 | ||||||||
| 2026 | (as revised) | |||||||
| Equity based warrants to purchase common shares | ||||||||
| Bridge financing warrants | ||||||||
| Stock options granted under Company's incentive plan | ||||||||
| Series A warrants | ||||||||
| Series B warrants | ||||||||
| Series C warrants | ||||||||
| Representative warrants | ||||||||
| Total potentially dilutive securities | ||||||||
Research and Development Costs
Research and development costs are expensed as incurred.
Advertising
It is the Company's policy to expense advertising costs as incurred. Advertising expenses would be included within general and administrative expenses within the statement of operations. For the three months ended June 30, 2026 and 2025, the Company recorded
JOBS Act Accounting Election
The Company qualifies as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an early-stage company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Segments
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources in assessing performance. Management has determined that the Company operates in reportable segment, which is advancing the development of innovative technologies for sensing and treating disorders relating to the nervous system. The Company is initially focused on developing the technology for patients with pancreatic cancer, however, the Company believes the technology constitutes a platform with the potential to address several indications, including chronic pain management, hypertension, cardiovascular disease and a wide range of other nerve-related disorders. The Company's CODM is its Chief Executive Officer.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance based on net loss, which is reported on the Statements of Operations. The measure of segment assets is reported on the balance sheet as total assets.
To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances its technology through all stages of development and clinical trials and, ultimately, seeks regulatory approval.
As such, the CODM primarily evaluates performance of the Company using various financial metrics, including loss from operations, also shown on the Statements of Operations, forecasted cash expenditures and existing and forecasted cash balances. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of segment performance and allocation of resources. All of the Company's assets are located in the United States. The significant expense categories within net loss from operations that the CODM regularly reviews are expenses related to research and development and general and administrative. The significant expense categories and subcategories are reported on the Statements of Operations. Other expenses included in the Company’s net loss include other income (expense), interest income, net, and any additional non-operating expenses that are reported in the Statements of Operations.
Recent Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-12 Codification Improvements: The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. An entity should apply the amendments in this update (except for the amendments to Topic 260, Earnings Per Share) using one of the following transition methods: 1. Prospectively to all transactions recognized on or after the date that the entity first applies the amendments 2. Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity may elect the transition method on an issue-by-issue basis. For the amendments in this update to Topic 260, an entity should apply the amendments retrospectively to each prior reporting period presented in the period of adoption. There are no current impacts on the Company's earnings per share as the Company has no liability-based instruments.
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements: The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities. Early adoption is permitted for all entities. The amendments in this update can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures.
In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments to the standards are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures.
There are no other effective pronouncements, or pronouncements issued but not yet effective, if adopted, that management believes would have a material effect on the accompanying financial statements.
Reverse Stock Split
A summary of the impact of the Company’s Reverse Stock Split reflecting the prior period impact to the Company’s Statement of Operations and earnings per share is shown below:
| Three Months Ended June 30, 2025 | ||||||||
| Originally Filed | Adjusted for 1-for-21 Reverse Stock Split | |||||||
| Net Loss (in thousands) | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted (2025 is "as revised") | ||||||||
Note 2 – Convertible Notes Payable Warrants
On September 9, 2023, the Company's Board authorized an offering of up to $
The Bridge Financing Warrants can be exercised from the date of Notes issuance through the five-year anniversary of the issuance of the Notes. The Note holders were not permitted to convert their Notes when the holders or any of their affiliates would beneficially own in excess of
Warrants - Convertible Promissory Notes
From September to December 2023, the Company issued the Notes with the detachable Bridge Financing Warrants. The Company utilized a Monte Carlo simulation model to determine the fair value of each Bridge Financing Warrant.
The following table presents a summary of activity for the Bridge Financing Warrants issued in connection with the Notes:
| Weighted-Average | ||||||||
| Exercise Price | ||||||||
| Warrants | Per Share | |||||||
| (as revised) | (as revised) | |||||||
| Outstanding and exercisable, March 31, 2026 | $ | |||||||
| Outstanding and exercisable, June 30, 2026 | $ | |||||||
Note 3 – Equity
On November 29, 2023, the Company’s Board and applicable shareholders approved an amendment to the Company’s certificate of incorporation that increased the authorized shares to
Preferred Stock
As of June 30, 2026, the Company had
Common Stock
On February 28, 2025, the Company entered into an At Market Issuances Sales Agreement (the "ATM Agreement") with Ladenburg Thalmann & Co. Inc. (the "Agent"). Pursuant to the terms of the ATM Agreement, the Company was initially able to sell from time to time through the Agent, as sales agent or principal, shares of its common stock with an initial aggregate sales price of up to $
On August 25, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell up to $
Stock Plan and Stock Options
In June 2023, the Company adopted, and the Company’s shareholders approved, the Autonomix Medical, Inc. 2023 Stock Plan (the “Plan”). The Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards and stock unit awards to key employees, non-employee directors, and consultants, subject to certain individual threshold limitations. The Plan initially provided for up to
In August 2023, the Plan was amended to allow for an automatic increase of the available shares for issuance, whereby on the first of each fiscal year, beginning on April 1, 2024 and ending on (and including) April 1, 2033, the number of shares available for issuance increases in an amount equal to five percent (
In July 2025, the Company entered into stock option cancellation agreements with certain employees to cancel an aggregate of
The following table summarizes the stock option activity for the three months ended June 30, 2026:
| Weighted-Average | ||||||||
| Exercise Price | ||||||||
| Options | Per Share | |||||||
| (as revised) | (as revised) | |||||||
| Outstanding, March 31, 2026 | $ | |||||||
| Outstanding, June 30, 2026 | $ | |||||||
| Exercisable, June 30, 2026 | $ | |||||||
The Company’s stock option awards did not automatically adjust for the Reverse Stock Split. However, the Company chose to exercise its rights under the Plan to adjust the exercise price and number of shares exercisable or issuable upon vesting for the Reverse Stock Split.
Based on the Company's modification accounting analysis, there was no incremental stock-based compensation expense associated with the Reverse Stock Split.
All options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at June 30, 2026 was less than $
License Agreement
On July 10, 2024, the Company entered into a license agreement with RF Innovations, Inc. (“RFI”), a privately held medical technology company, to license products utilizing RFI’s intellectual property related to its Apex 6 Radiofrequency Generator (the “Licensed Products”). The Apex 6 Generator is a United States Food and Drug Administration (“FDA”) cleared ablation technology designed to lesion neural tissue for pain management in the peripheral nervous system. Pursuant to the agreement, RFI granted us a perpetual non-exclusive worldwide royalty free fully paid license related to the Licensed Products, provided that the license did not include the right to sell certain products to customers for the treatment of spine pain. In connection with the agreement, the Company issued RFI
November 2024 Offering Agreement
On November 22, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the several underwriters (the “Underwriters”), in connection with a firm commitment underwritten public offering (the “November 2024 Offering”) of: (i)
The November 2024 Pre-Funded Warrants and Series A Warrants were issued pursuant to a Warrant Agency Agreement between the Company and Equity Stock Transfer, LLC. The Series A Warrants and the Representative’s Warrants, largely have the same terms and conditions, except the Representative’s Warrants were not exercisable until May 21, 2025 and are subject to a
At issuance the November 2024 Pre-Funded Warrants had a fair value of $
Equity-Based Stock Warrants
November 2025 Securities Purchase Agreement
On November 18, 2025, the Company entered into a Securities Purchase Agreement (the "Agreement") with an institutional investor (the “Investor”), pursuant to which the Investor purchased in a private placement: (i) pre-funded warrants to purchase
At issuance, the Common Warrants had a fair value of $
The Company accounted for the November 2025 Offering as a capital transaction for the cash proceeds received, net of issuance costs. As a result of the application of ASC Sub-topic 815-40, it was determined that the November 2025 Pre-Funded Warrants and Common Warrants both met the requirements for equity classification. The proceeds from the Agreement were recorded in additional paid-in capital, net of the costs incurred.
In connection with the above November 2025 Offering, on November 18, 2025, the Company entered into a placement agency agreement with Maxim Group LLC (the “Placement Agent”) (the “Placement Agreement”), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to up to
July 2025 Warrant Inducement Agreement
On July 21, 2025, the Company entered into warrant exercise inducement offer letters (each, a "July 2025 Inducement Letter") with the holders ( "November 2024 Holders") of certain existing warrants issued in the November 2024 Offering to purchase up to
At issuance, the July 2025 Inducement Warrants and the placement agent warrants had a fair value of $
The Company accounted for the July 2025 Inducement Letter as a capital transaction for the cash proceeds received, net of issuance costs. As a result of the application of ASC Sub-topic 815-40, the Company considered the modification of the November 2024 Existing Warrants and the issuance of the July 2025 Inducement Warrants to represent a cost of the capital transaction.
The Company may not effect the exercise of certain July 2025 Inducement Warrants, which upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the November 2024 Holder (together with its affiliates) to exceed
Subsequent to the July 2025 Inducement Letter,
| Weighted-Average | ||||||||
| Exercise Price | ||||||||
| Warrants | Per Share | |||||||
| (as revised) | (as revised) | |||||||
| Outstanding, March 31, 2026 | $ | |||||||
| Outstanding and exercisable, June 30, 2026* | $ | |||||||
| * | Amount includes |
Note 4 – Commitments and Contingencies
Legal Proceedings
From time to time, the Company may be involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending litigation to which it is a party or to which its property is subject that we believe to be material. There are legal matters for which a reasonably estimated range of losses can be determined. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations.
Employment Agreements
The Company has agreements with key employees to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In addition, the Company has adopted a severance policy for certain employees and officers in the event of termination. In total, these benefits would amount to a range of $
Fractional Shares
On November 1, 2024, the Company received notice from the Depository Trust and Clearing Corporation ("DTCC") on behalf of the brokerage firms that hold the shares of Company common stock held in “street name” that, in connection with the rounding of fractional shares in connection with the reverse stock split ("Reverse Stock Split"), the Company would need to issue
On October 24, 2024, the Company completed a one-for-
In connection with the approval of the reverse stock split, the Company agreed that no fractional shares will be issued in connection with the reverse stock split and that it would issue one full share of the post-reverse stock split common stock to any shareholder who would have been entitled to receive a fractional share as a result of the process. The Company does not believe the number of Shares being requested is correct based on the historical number of shareholders of its common stock and is aware of similar anomalies in recent months for other companies completing a Reverse Stock Split. As such, the Company has begun an inquiry into the calculations set forth in the request. During the pendency of this inquiry, the Company does not intend to issue any shares in connection with the fractional shares being requested and has concluded that an obligation should not be recorded in its financial statements. The Company is not currently subject to any pending litigation as a result of the fractional roundup shares.
Note 5 – Related Party Transactions
On December 21, 2021, the Company entered into a license agreement with a company controlled by a significant stockholder of the Company (“Licensee”). On July 7, 2023, the Company and the Licensee entered into an Exclusive License Termination Agreement (the “Termination Agreement”) in exchange for the issuance, upon the closing of the Company’s initial public offering within one year of the agreement’s execution, of a warrant to purchase shares of the Company for a variable number of shares. The variable number of shares issued was based upon a fixed value of $
On January 29, 2024, the Company issued a warrant to purchase
Note 6 – Subsequent Events
On July 13, 2026, the Company entered into a warrant inducement offer letter (the “July 2026 Inducement Letter”) with the Investor of certain existing Common Warrants issued on November 19, 2025, to purchase up to
Pursuant to the July 2026 Inducement Letter, the Company reduced the exercise price of the Common Warrants to $
The Company received aggregate gross proceeds of approximately $
The New Series D Warrants are immediately exercisable and have an exercise price of $
The Company filed a registration statement providing for the resale of the New Series D Warrant Shares issuable upon the exercise of the New Series D Warrants and has agreed to keep the resale registration statement effective at all times until no holder of the New Series D Warrants owns any New Series D Warrants or New Series D Warrant Shares. Maxim Group LLC (“Maxim”) served as warrant solicitation agent in connection with the solicitation of the exercise of the Existing Series D Warrants, and the Company paid Maxim a cash fee equal to
| Item 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this Form 10-Q to “we," “us," "its," “our” or the “Company” are to Autonomix Medical, Inc. (“Autonomix”), as appropriate to the context.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the related notes appearing elsewhere in this Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See the section titled “Risk Factors” as found in our Annual Report on Form 10-K filed with the SEC on May 27, 2026, which is available on the SEC’s EDGAR website at www.sec.gov, and any updates or amendments to those risk factors subsequently filed with the SEC, for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this Form 10-Q.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements under the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-Q. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors” as discussed in our Annual Report on Form 10-K filed with the SEC on May 27, 2026, and in other filings made by us from time to time with the SEC.
While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Form 10-Q may describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, and we do not intend to do so.
Forward-looking statements include, but are not limited to, statements about:
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the success of our ongoing and future clinical trials; |
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competition from existing products or new products that may emerge; |
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| • |
potential product liability claims; |
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our dependency on third-party manufacturers to supply or manufacture our future products; |
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our ability to obtain all parts required to manufacture our devices; |
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our ability to establish or maintain collaborations, licensing or other arrangements; |
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our ability and third parties’ abilities to protect intellectual property rights; |
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| • | liquidity and going concern; | |
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our ability to raise additional capital to adequately support future growth; |
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our ability to attract and retain key personnel to manage our business effectively; |
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risks associated with our identification of material weaknesses in our control over financial reporting; |
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natural disasters affecting us, our primary manufacturer or our suppliers; |
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our ability to establish relationships with health care professionals and organizations; |
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general economic uncertainty that adversely affects spending on medical procedures; |
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| • | our ability to maintain the listing of our common stock on the Nasdaq Capital Market; | |
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volatility in the market price of our stock; and |
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potential dilution to current stockholders from the issuance of equity awards and from future capital raising activities. |
We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q in the case of forward-looking statements contained in this Form 10-Q.
Overview
We are a development-stage medical device company focused on advancing technologies for sensing and treating disorders of the nervous system. Our platform is designed to integrate high-sensitivity neural signal detection with targeted radiofrequency (“RF”) ablation, enabling a “sense, treat, verify” approach intended to improve the precision and consistency of nerve-targeted therapies.
The technology we have developed consists of a catheter-based system incorporating a proprietary microchip-enabled sensing architecture designed to detect low-amplitude neural signals from within the vascular system. By placing signal amplification and digitization at or near the point of detection, this approach is intended to reduce signal degradation and improve detection of neural activity compared to conventional systems. We believe this may enable more precise localization of target nerves and support targeted therapeutic intervention.
Our development efforts are focused on two core components: diagnostic sensing and therapeutic RF ablation. In preclinical studies, our sensing technology has demonstrated the ability to detect signals from specific nerve bundles prior to ablation and confirm signal termination following treatment. We are currently refining the design of our catheter to meet requirements for human use in the United States.
In parallel with development of our sensing system, we have conducted an early clinical proof-of-concept study evaluating the safety and feasibility of transvascular nerve ablation using commercially available RF ablation technologies. Following positive initial findings, we initiated an expansion study to evaluate a broader patient population. As the study progressed, we observed variability in early clinical outcomes, which we believe may be related to differences in vascular access and anatomical targeting. Enrollment was subsequently paused to allow for further evaluation and refinement of our clinical and procedural approach.
We are initially developing our technology for the treatment of pain associated with pancreatic cancer, a disease where existing therapies, including opioid pharmacotherapy and neurolytic injections, may provide inconsistent relief and are associated with meaningful risks and undesirable side effects. We believe our platform may also have the potential to support additional applications, including other visceral pain conditions, hypertension, cardiovascular disease, and other nerve-related disorders. These potential applications remain under evaluation and will require further development and clinical validation.
Recent Developments
On July 9, 2026, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying us that we had regained compliance with the Bid Price Rule as a result of the closing bid price of our common stock being at or above $1.00 per share for the 10 consecutive business days from June 24, 2026 through July 8, 2026. Accordingly, the letter indicated we were in compliance with the Bid Price Rule and the matter was closed.
On July 13, 2026, we entered into a warrant inducement offer letter (the “July 2026 Inducement Letter”) with the holder (the “Investor") of certain existing Series C warrants issued on November 19, 2025, to purchase up to 428,731 shares of our common stock (the “Common Warrants”). Pursuant to the July 2026 Inducement Letter, we reduced the exercise price of the Common Warrants to $6.00 per warrant share, and the Investor exercised Common Warrants to purchase 428,731 shares of our common stock. In consideration of the foregoing, we issued the Investor (i) a new Series D-1 unregistered common stock purchase warrant to purchase up to 428,731 shares of our common stock (the “New Series D-1 Warrant”) and (ii) a new Series D-2 unregistered common stock purchase warrant to purchase up to 428,731 shares of our common stock (the “New Series D-2 Warrant” and, together with the New Series D-1 Warrant, the “New Series D Warrants,” and the shares of our common stock underlying the New Series D Warrants, the “New Series D Warrant Shares”), in each case pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), with an exercise term of 5.5 years from issuance. We received aggregate gross proceeds of approximately $2.6 million from the exercise of the Common Warrants, before deducting financial advisory fees and estimated offering expenses. The New Series D Warrants are immediately exercisable and have an exercise price of $5.75 per share. The Investor of a New Series D Warrant may not exercise any such warrant to the extent that such exercise would result in the number of shares of common stock beneficially owned by such Investor and its affiliates exceeding 4.99% or 9.99% (at the election of the Investor) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the Investor's election not to exceed 9.99% (the “Beneficial Ownership Limitation”). In the event of certain fundamental transactions, the holder of a New Series D-1 Warrant will have the right to receive the Black Scholes value of such New Series D-1 Warrant calculated pursuant to a formula set forth therein, payable in cash if the fundamental transaction is within our control or, if the fundamental transaction is not within our control, in the same type or form of consideration being offered and paid to the holders of common stock. In the event of a fundamental transaction, the holder of a New Series D-2 Warrant will have the right to receive the same type or form of consideration being offered and paid to the holders of common stock but shall not have a Black Scholes redemption right. Maxim Group LLC (“Maxim”) served as warrant solicitation agent in connection with the solicitation of the exercise of the Common Warrants, and the Company paid Maxim a cash fee equal to 7.0% of the total proceeds received by us from the exercise of the Common Warrants and to reimburse Maxim for its reasonable expenses in an amount not to exceed $15,000.
Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Below is a summary of the results of operations (in thousands):
| Three Months Ended June 30, |
||||||||||||||||
| Change |
Change |
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| 2026 |
2025 |
( $ ) |
( % ) |
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| Operating expenses: |
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| Research and development |
$ | 1,515 | $ | 1,593 | $ | (78 | ) | (5 | )% | |||||||
| General and administrative |
1,255 | 1,828 | (573 | ) | (31 | )% | ||||||||||
| Total operating expenses |
$ | 2,770 | $ | 3,421 | $ | (651 | ) | (19 | )% | |||||||
Research and Development Expense
Research and development expense was $1.5 million for the three months ended June 30, 2026 compared to $1.6 million for the same period in 2025.
General and Administrative Expense
General and administrative expense was $1.3 million for the three months ended June 30, 2026 compared to $1.8 million for the same period in 2025. This $0.6 million decrease was driven primarily by a decrease in stock-based compensation - option expense of $0.3 million, due to the stock option cancellation agreements, a decrease in legal and professional fees of $0.1 million and a decrease in employee compensation and benefits of $0.1 million.
Interest income
For the three months ended June 30, 2026 and 2025, we had interest income of less than $0.1 million.
Liquidity and Capital Resources
On June 30, 2026, we had cash of $3.5 million and working capital of $3.1 million. We have historically funded our operations from proceeds from debt and equity sales. We estimate our current cash resources are sufficient to fund our operations into but not beyond the first calendar quarter of 2027.
We will need to raise additional capital to meet our obligations and execute our business plan. We estimate that we will require additional financing of approximately $25 to $30 million to fund our operations to commercialization of our first indication. The timing and costs of clinical trials are difficult to predict and trial plans may change in response to evolving circumstances and as such the foregoing estimates may prove to be inaccurate. If we are unable to raise sufficient funds, we will be required to develop and implement an alternative plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. We recognize the need to raise additional capital to continue to execute our business plan, including obtaining regulatory clearance for our products currently under development and commercializing and generating revenues from products under development. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to us. A failure to raise sufficient capital, generate sufficient product revenues, control expenditures and regulatory matters, among other factors, will adversely impact our ability to meet our financial obligations as they become due and payable and to achieve our intended business objectives. If we are unable to raise sufficient additional funds, we will have to scale back our operations.
Summary of Cash Flows
Cash used in operating activities
Net cash used in operating activities was $3.5 million during the three months ended June 30, 2026, consisting of a net loss of $2.7 million and a decrease in operating assets and liabilities of $0.8 million.
Net cash used in operating activities was $2.6 million during the three months ended June 30, 2025, consisting of a net loss of $3.3 million and a decrease in operating assets and liabilities of $0.3 million. Non-cash items consisted of stock-based compensation of $0.4 million.
Cash used in investing activities
Net cash used in investing activities was $0 for the three months ended June 30, 2026 and 2025.
Cash provided by financing activities
None for the three months ended June 30, 2026.
Net cash provided by financing activities was $2.1 million for the three months ended June 30, 2025. On February 28, 2025, we entered into an At Market Issuances Sales Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”). Pursuant to the terms of the Agreement, we were able to sell $2.1 million of our common stock, before deducting Agent commissions and other estimated expenses payable by the Company. We also paid less than $0.1 million in issuance costs related to the Agreement.
Contractual Obligations and Commitments
None other than described below.
Employment Arrangements
We have agreements with key employees to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In addition, the Company has adopted a severance policy for certain employees and officers in the event of termination. In total, these benefits would amount to a range of $1.9 million to $2.5 million using the rate of compensation in effect at June 30, 2026.
Off-balance Sheet Arrangements
As of June 30, 2026 and March 31, 2026, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Significant Judgments and Estimates
The financial statements in this quarterly report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: work performed but not yet billed by contract manufacturers, engineers and research organizations and the valuation of equity-related instruments. Management relies on historical experience and other assumptions believed to be reasonable in making its judgments and estimates. Actual results could differ materially from those estimates.
Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.
Our accounting policies are more fully described under the heading “Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies” in Note 1 of our Annual Report on Form 10-K filed with the SEC on May 27, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, designed to ensure that material information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that material information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who serves as our principal executive officer, and Chief Financial Officer (“CFO”), who serves as our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosures.
Under the supervision, and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness, as of June 30, 2026, of our disclosure controls and procedures. Based upon such evaluation and due to both the limited staffing of the Company at its early stage of development and the existence of the material weaknesses in our internal control over financial reporting described below, our CEO and CFO have concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective.
Due to our size and the limited number of qualified personnel available, the segregation of certain duties, the proper review of complex accounting transactions and the availability of specific accounting expertise on critical and infrequent or unusual accounting matters may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of daily transactions, the custody of assets and the recording, review and disclosure of complex and unusual accounting transactions should be performed by separate individuals, and where possible, with input from outside accounting subject matter experts. Management evaluated the impact of our failure to maintain effective segregation of duties on our assessment of our internal control over financial reporting and has concluded that the control deficiency represents a material weakness. As previously disclosed, in our Form 10-K for the fiscal year ended March 31, 2026, we hired new executive officers and management with significant financial and accounting experience in both private and public companies. We have added the use of additional consulting firms to assist with significant and complex accounting transactions and to assist with our segregation of duties and create a more structured financial statement reporting environment. Experienced personnel will be hired in the accounting and finance department and appropriate consultants will be upgraded as soon as it becomes economically feasible and sustainable. In addition, management has added additional mitigating controls with regards to cash disbursements; changes were made in our authorization processes to improve segregation of duties; and we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
We have not experienced any material impact to our internal controls over financial reporting despite the fact that our employees are working remotely. We are continually monitoring and assessing the situation on our internal controls to minimize the impact on their design and operating effectiveness.
Other than as described above, there has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, in the ordinary course of our business, we may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We have insurance policies covering potential losses where such coverage is cost effective.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” as found in our Annual Report on Form 10-K filed with the SEC on May 27, 2026.
The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Except as set forth below, there have been no material changes to our risk factors from those set forth in our Form 10-K filed with the SEC on May 27, 2026.
Nasdaq’s recently adopted minimum Market Value of Listed Securities requirement of $5 million could result in the suspension and delisting of our common stock from Nasdaq.
On July 22, 2026, the SEC approved a new Nasdaq rule requiring companies listed on Nasdaq to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5.0 million. Under the new rule, if a company’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination, and trading in the company’s securities will be immediately suspended without any cure or compliance period. Furthermore, a request for a hearing before a Nasdaq Hearings Panel will not stay the suspension. On July 29, 2026, the MVLS rule was automatically stayed pending review by the SEC. It is not certain whether or when the MVLS rule will retake effect.
A delisting under this rule would have adverse consequences on our common stock, including reduced liquidity, limited market quotations, diminished analyst coverage, and impaired ability to raise capital. In addition, a delisting from Nasdaq could cause our common stock to be classified as a “penny stock,” which would subject broker-dealers trading in our common stock to additional sales practice requirements and further reduce the liquidity and market price of our common stock. We can provide no assurance that we will be able to maintain compliance with this new MVLS requirement or that any actions we may take to increase our MVLS, such as additional capital raising, will be successful or will not have other adverse effects on our stockholders.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There have been no unregistered sales of securities by the Company during the period covered by this Report that have not been previously reported in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the period covered by this Quarterly Report, of our directors or executive officers have adopted or terminated a Rule - trading arrangement or a non-Rule -1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).
Item 6. Exhibits
INDEX TO EXHIBITS
| Exhibit Number |
Description |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Autonomix Medical, Inc. (incorporated by reference from exhibit 2.1 of the Form 1-A POS, file number 024-12296, filed January 19, 2024) |
|
| 3.2 |
Amended and Restated Bylaws of Autonomix Medical, Inc. dated August 12, 2025 (incorporated by reference from exhibit 3.4 of the Form 10-Q, filed August 13, 2025) |
|
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Autonomix Medical, Inc., filed with the Secretary of State of the State of Delaware (incorporated by reference from exhibit 3.1 of the Form 8-K filed October 28, 2024) | |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Autonomix Medical, Inc., filed with the Secretary of State of the State of Delaware (incorporated by reference from exhibit 3.1 of the Form 8-K filed June 24, 2026) | |
| 4.1 | Form of Series D-1 Warrant (incorporated by reference from exhibit 4.1 of the Form 8-K filed July 15, 2026) | |
| 4.2 | Form of Series D-2 Warrant (incorporated by reference from exhibit 4.2 of the Form 8-K filed July 15, 2026) | |
| 10.1 | Form of Inducement Letter dated July 13, 2026 (incorporated by reference from exhibit 10.1 of the Form 8-K filed July 15, 2026) | |
| 31.1* |
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
|
| 31.2* |
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
|
| 32.1*(1) |
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
| 32.2*(1) |
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
| 101.INS* |
Inline XBRL Instance Document |
|
| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
| 101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Filed herewith. |
|
| (1) |
The certifications on Exhibit 32.1 and 32.2 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AUTONOMIX MEDICAL, INC.
| SIGNATURE |
TITLE |
DATE |
||
| /s/ Brad Hauser |
Chief Executive Officer and President |
August 12, 2026 |
||
| Brad Hauser |
(principal executive officer) | |||
| /s/ Trent Smith |
Chief Financial Officer and Executive Vice-President |
August 12, 2026 |
||
| Trent Smith |
(principal financial and accounting officer) |