[10-Q] Autonomix Medical, Inc. Quarterly Earnings Report
Autonomix Medical, Inc. is a pre-revenue, clinical-stage medical device company advancing a catheter-based sensing and radiofrequency ablation platform. For the three months ended June 30, 2025, the company reported a net loss of $3.3 million (versus $2.7 million a year earlier), research and development expense of $1.6 million (up 67%), and general and administrative expense of $1.8 million. Cash totaled $8.6 million with working capital of $7.0 million as of June 30, 2025. Weighted average shares outstanding were 3,105,156, producing loss per share of $1.07. The company completed a 1-for-20 reverse stock split and raised financing including a November 2024 offering (gross ~$10.0 million; net proceeds ~$9.0 million) and ATM sales of 1,304,260 shares for net proceeds of ~$2.1 million.
The company reported positive early clinical results from its PoC 1 study with mean pain reduction of 59.2% among responders, no device-related serious adverse events, initiation of PoC 2 in June 2025, two issued U.S. patents, and an FDA pre-submission meeting that framed a path toward an EFS and potential De Novo approval target in 2028. Management discloses substantial doubt about going concern, estimating cash resources sufficient only into, but not beyond, the second calendar quarter of 2026 and forecasting an additional financing need of approximately $32–40 million to reach commercialization.
Autonomix Medical, Inc. è una società medicale in fase clinica, ancora senza ricavi, che sta sviluppando una piattaforma di sensori e ablazione a radiofrequenza su catetere. Per i tre mesi chiusi il 30 giugno 2025 la società ha registrato una perdita netta di $3.3 million (contro $2.7 million un anno prima), spese di ricerca e sviluppo per $1.6 million (in aumento del 67%) e spese generali e amministrative per $1.8 million. Al 30 giugno 2025 la liquidità era pari a $8.6 million e il capitale circolante a $7.0 million. Le azioni medie ponderate in circolazione sono state 3,105,156, con una perdita per azione di $1.07. La società ha completato un raggruppamento azionario 1-per-20 e ha raccolto finanziamenti, tra cui un’offerta nel novembre 2024 (lordo ~$10.0 million; proventi netti ~$9.0 million) e vendite ATM di 1,304,260 azioni per proventi netti di ~$2.1 million.
La società ha riportato risultati clinici preliminari positivi dallo studio PoC 1 con una riduzione media del dolore del 59.2% tra i responder, nessun evento avverso grave correlato al dispositivo, l’avvio del PoC 2 nel giugno 2025, due brevetti statunitensi concessi e un incontro pre‑submission con la FDA che ha delineato un percorso verso un EFS e una possibile approvazione De Novo mirata al 2028. La direzione dichiara dubbi sostanziali sulla continuità aziendale, stimando che le risorse di cassa siano sufficienti solo fino, ma non oltre, il secondo trimestre del 2026 e prevedendo un fabbisogno aggiuntivo di finanziamento di circa $32–40 million per raggiungere la commercializzazione.
Autonomix Medical, Inc. es una empresa de dispositivos médicos en fase clínica, sin ingresos, que avanza en una plataforma de detección y ablación por radiofrecuencia basada en catéter. Para los tres meses terminados el 30 de junio de 2025, la compañía reportó una pérdida neta de $3.3 million (frente a $2.7 million un año antes), gasto en investigación y desarrollo de $1.6 million (subió 67%) y gastos generales y administrativos de $1.8 million. El efectivo totalizaba $8.6 million y el capital de trabajo era $7.0 million al 30 de junio de 2025. Las acciones promedio ponderadas en circulación fueron 3,105,156, con una pérdida por acción de $1.07. La compañía completó una consolidación de acciones 1‑por‑20 y obtuvo financiación, incluida una oferta en noviembre de 2024 (bruto ~$10.0 million; procedentes netos ~$9.0 million) y ventas ATM de 1,304,260 acciones por ingresos netos de ~$2.1 million.
La compañía informó resultados clínicos iniciales positivos del estudio PoC 1, con una reducción media del dolor del 59.2% entre los respondedores, sin acontecimientos adversos graves relacionados con el dispositivo, el inicio del PoC 2 en junio de 2025, dos patentes estadounidenses concedidas y una reunión previa a la presentación con la FDA que trazó un camino hacia un EFS y una posible aprobación De Novo prevista para 2028. La dirección declara dudas sustanciales sobre la continuidad de la empresa, estimando que los recursos en efectivo son suficientes solo hasta, pero no más allá, del segundo trimestre natural de 2026 y pronostica una necesidad adicional de financiación de aproximadamente $32–40 million para alcanzar la comercialización.
Autonomix Medical, Inc.는 매출이 없는 임상 단계의 의료기기 회사로, 카테터 기반 센싱 및 고주파(RF) 절제 플랫폼을 개발하고 있습니다. 2025년 6월 30일로 종료된 분기(3개월) 동안 회사는 $3.3 million의 순손실을 보고했으며(전년 동기 $2.7 million), 연구개발비는 $1.6 million(67% 증가), 일반관리비는 $1.8 million였습니다. 2025년 6월 30일 기준 현금은 $8.6 million, 운전자본은 $7.0 million이었습니다. 가중평균 발행주식수는 3,105,156주로 주당손실은 $1.07였습니다. 회사는 1대20 액면분할(리버스 스플릿)을 완료했으며 2024년 11월 공모(총액 약 ~$10.0 million; 순수익 약 ~$9.0 million)과 ATM(자동매도)로 1,304,260주를 매각하여 순수익 약 ~$2.1 million을 조달했습니다.
회사 측은 PoC 1 연구에서 응답자 기준 평균 통증 감소율 59.2%라는 긍정적 초기 임상 결과를 보고했으며, 장치 관련 중대한 이상사례는 없었습니다. PoC 2는 2025년 6월에 개시되었고, 미국에서 2건의 특허가 등록되었으며 FDA와의 사전제출(pre‑submission) 회의에서 EFS로의 경로와 2028년 목표 De Novo 승인 가능성을 제시했습니다. 경영진은 계속기업 존속능력에 대해 상당한 의문을 공개했으며, 현금 자원이 2026년 제2분기까지만(이를 넘기지 못함) 충분하다고 추정하고 상용화에 도달하기 위해 약 $32–40 million의 추가 자금 조달이 필요할 것으로 전망합니다.
Autonomix Medical, Inc. est une société de dispositifs médicaux en phase clinique, sans chiffre d’affaires, qui développe une plateforme de détection et d’ablation par radiofréquence basée sur cathéter. Pour les trois mois clos le 30 juin 2025, la société a déclaré une perte nette de $3.3 million (contre $2.7 million un an plus tôt), des dépenses de recherche et développement de $1.6 million (en hausse de 67%) et des frais généraux et administratifs de $1.8 million. La trésorerie s’élevait à $8.6 million et le fonds de roulement à $7.0 million au 30 juin 2025. Les actions moyennes pondérées en circulation étaient de 3,105,156, entraînant une perte par action de $1.07. La société a procédé à un regroupement d’actions 1‑pour‑20 et a levé des fonds, notamment via une offre en novembre 2024 (brut ~$10.0 million ; produit net ~$9.0 million) et des ventes ATM de 1,304,260 actions pour un produit net d’environ ~$2.1 million.
La société a rapporté des résultats cliniques précoces positifs de l’étude PoC 1, avec une réduction moyenne de la douleur de 59.2% chez les répondeurs, aucun événement indésirable grave lié au dispositif, le lancement du PoC 2 en juin 2025, deux brevets américains délivrés et une réunion pré‑soumission avec la FDA ayant tracé une voie vers un EFS et une éventuelle approbation De Novo ciblée en 2028. La direction exprime un doute substantiel quant à la continuité d’exploitation, estimant que les ressources de trésorerie ne suffiront que jusqu’au, mais pas au‑delà du deuxième trimestre calendaire 2026, et prévoit un besoin de financement supplémentaire d’environ $32–40 million pour atteindre la commercialisation.
Autonomix Medical, Inc. ist ein umsatzloses, klinisch erprobendes Medizintechnikunternehmen, das eine katheterbasierte Sensor‑ und Radiofrequenz‑Ablationsplattform vorantreibt. Für die drei Monate zum 30. Juni 2025 meldete das Unternehmen einen Nettoverlust von $3.3 million (gegenüber $2.7 million im Vorjahr), F&E‑Aufwand von $1.6 million (plus 67%) und Verwaltungsaufwand von $1.8 million. Zum 30. Juni 2025 beliefen sich die liquiden Mittel auf $8.6 million und das Working Capital auf $7.0 million. Die gewichteten durchschnittlichen ausstehenden Aktien lagen bei 3,105,156, was einen Verlust je Aktie von $1.07 ergab. Das Unternehmen führte einen 1‑für‑20 Reverse‑Split durch und nahm Finanzmittel auf, darunter ein Angebot im November 2024 (Brutto ~$10.0 million; Nettoerlöse ~$9.0 million) sowie ATM‑Verkäufe von 1,304,260 Aktien mit Nettoerlösen von ~$2.1 million.
Das Unternehmen berichtete positive frühe klinische Ergebnisse aus der PoC‑1‑Studie mit einer durchschnittlichen Schmerzlinderung von 59.2% bei Respondern, keine gerätebedingten schwerwiegenden unerwünschten Ereignisse, den Beginn von PoC‑2 im Juni 2025, zwei erteilte US‑Patente und ein FDA‑Pre‑Submission‑Meeting, das einen Weg zu einem EFS und einer potenziellen De‑Novo‑Zulassung mit Zieljahr 2028 skizzierte. Das Management äußert erhebliche Zweifel an der Fortführungsfähigkeit und schätzt, dass die Barmittel nur bis, jedoch nicht über das zweite Kalenderquartal 2026 hinaus ausreichen, und prognostiziert einen zusätzlichen Finanzierungsbedarf von etwa $32–40 million, um die Kommerzialisierung zu erreichen.
- Completed PoC 1 with reported mean pain reduction of 59.2% among responders and no device-related serious adverse events
- Initiated PoC 2 in June 2025 and received Ethics Committee approval to expand the study population
- Held an FDA pre-submission meeting and finalized GLP 90-day and 180-day preclinical plans supporting a potential EFS and targeting De Novo approval in 2028
- Issued two U.S. patents (U.S. Patent No. 12,257,071 and U.S. Patent No. 12,279,889 B2) strengthening the intellectual property portfolio
- Completed material financings in FY2025: November 2024 offering (gross ~$10.0M; net proceeds ~$9.0M) and ATM sales raising net proceeds of ~$2.1M
- Management states substantial doubt about the company’s ability to continue as a going concern within one year; cash runway estimated only into but not beyond the second calendar quarter of 2026
- Company estimates it will require an additional $32–40 million to fund operations to commercialization of its first indication
- Accumulated deficit of $53.7 million and quarterly net loss increased to $3.337 million (three months ended June 30, 2025)
- Material weaknesses in internal control over financial reporting and ineffective disclosure controls as of June 30, 2025
- Significant potential dilution from outstanding warrants, offering-related warrants, and subsequent warrant inducement transactions
Insights
TL;DR: Clinical proof-of-concept and patent progress are material, but liquidity runway and large additional capital need make near-term financing pivotal.
Autonomix delivered encouraging early clinical signals from PoC 1 with a reported mean pain reduction of 59.2% among responders and no device-related serious adverse events, which supports continued development and regulatory interactions. On the balance sheet, cash of $8.6 million and working capital of $7.0 million fund operations only into but not beyond Q2 2026. The company raised material financing in FY2025 via a November 2024 offering (gross ~$10.0 million; net ~$9.0 million) and an ATM program yielding ~$2.1 million, and later executed a July 2025 warrant inducement that generated gross proceeds of ~$2.6 million. Management estimates an additional $32–40 million is required to commercialize the lead indication, creating significant near-term financing risk and potential dilution. Operating losses widened to $3.3 million for the quarter driven primarily by R&D spend (+67%).
TL;DR: Progress on IP and clinical studies is positive, but material weaknesses in controls and related-party arrangements raise governance and disclosure concerns.
The filing discloses material weaknesses in internal control over financial reporting including lack of segregation of duties and general technology controls, and management concluded disclosure controls were not effective as of June 30, 2025. Related-party transactions include a previously issued warrant reclassified at a fair value of $8.0 million upon IPO; such sizable related-party consideration merits careful disclosure and oversight. The company also executed multiple equity and warrant transactions (Offering, ATM, warrant inducement) and later option cancellations coupled with severance agreements, which create complex governance and shareholder dilution dynamics. These items, together with contingent employment-related severance exposure of approximately $1.2–1.7 million, warrant focused remediation and transparent reporting to restore investor confidence.
Autonomix Medical, Inc. è una società medicale in fase clinica, ancora senza ricavi, che sta sviluppando una piattaforma di sensori e ablazione a radiofrequenza su catetere. Per i tre mesi chiusi il 30 giugno 2025 la società ha registrato una perdita netta di $3.3 million (contro $2.7 million un anno prima), spese di ricerca e sviluppo per $1.6 million (in aumento del 67%) e spese generali e amministrative per $1.8 million. Al 30 giugno 2025 la liquidità era pari a $8.6 million e il capitale circolante a $7.0 million. Le azioni medie ponderate in circolazione sono state 3,105,156, con una perdita per azione di $1.07. La società ha completato un raggruppamento azionario 1-per-20 e ha raccolto finanziamenti, tra cui un’offerta nel novembre 2024 (lordo ~$10.0 million; proventi netti ~$9.0 million) e vendite ATM di 1,304,260 azioni per proventi netti di ~$2.1 million.
La società ha riportato risultati clinici preliminari positivi dallo studio PoC 1 con una riduzione media del dolore del 59.2% tra i responder, nessun evento avverso grave correlato al dispositivo, l’avvio del PoC 2 nel giugno 2025, due brevetti statunitensi concessi e un incontro pre‑submission con la FDA che ha delineato un percorso verso un EFS e una possibile approvazione De Novo mirata al 2028. La direzione dichiara dubbi sostanziali sulla continuità aziendale, stimando che le risorse di cassa siano sufficienti solo fino, ma non oltre, il secondo trimestre del 2026 e prevedendo un fabbisogno aggiuntivo di finanziamento di circa $32–40 million per raggiungere la commercializzazione.
Autonomix Medical, Inc. es una empresa de dispositivos médicos en fase clínica, sin ingresos, que avanza en una plataforma de detección y ablación por radiofrecuencia basada en catéter. Para los tres meses terminados el 30 de junio de 2025, la compañía reportó una pérdida neta de $3.3 million (frente a $2.7 million un año antes), gasto en investigación y desarrollo de $1.6 million (subió 67%) y gastos generales y administrativos de $1.8 million. El efectivo totalizaba $8.6 million y el capital de trabajo era $7.0 million al 30 de junio de 2025. Las acciones promedio ponderadas en circulación fueron 3,105,156, con una pérdida por acción de $1.07. La compañía completó una consolidación de acciones 1‑por‑20 y obtuvo financiación, incluida una oferta en noviembre de 2024 (bruto ~$10.0 million; procedentes netos ~$9.0 million) y ventas ATM de 1,304,260 acciones por ingresos netos de ~$2.1 million.
La compañía informó resultados clínicos iniciales positivos del estudio PoC 1, con una reducción media del dolor del 59.2% entre los respondedores, sin acontecimientos adversos graves relacionados con el dispositivo, el inicio del PoC 2 en junio de 2025, dos patentes estadounidenses concedidas y una reunión previa a la presentación con la FDA que trazó un camino hacia un EFS y una posible aprobación De Novo prevista para 2028. La dirección declara dudas sustanciales sobre la continuidad de la empresa, estimando que los recursos en efectivo son suficientes solo hasta, pero no más allá, del segundo trimestre natural de 2026 y pronostica una necesidad adicional de financiación de aproximadamente $32–40 million para alcanzar la comercialización.
Autonomix Medical, Inc.는 매출이 없는 임상 단계의 의료기기 회사로, 카테터 기반 센싱 및 고주파(RF) 절제 플랫폼을 개발하고 있습니다. 2025년 6월 30일로 종료된 분기(3개월) 동안 회사는 $3.3 million의 순손실을 보고했으며(전년 동기 $2.7 million), 연구개발비는 $1.6 million(67% 증가), 일반관리비는 $1.8 million였습니다. 2025년 6월 30일 기준 현금은 $8.6 million, 운전자본은 $7.0 million이었습니다. 가중평균 발행주식수는 3,105,156주로 주당손실은 $1.07였습니다. 회사는 1대20 액면분할(리버스 스플릿)을 완료했으며 2024년 11월 공모(총액 약 ~$10.0 million; 순수익 약 ~$9.0 million)과 ATM(자동매도)로 1,304,260주를 매각하여 순수익 약 ~$2.1 million을 조달했습니다.
회사 측은 PoC 1 연구에서 응답자 기준 평균 통증 감소율 59.2%라는 긍정적 초기 임상 결과를 보고했으며, 장치 관련 중대한 이상사례는 없었습니다. PoC 2는 2025년 6월에 개시되었고, 미국에서 2건의 특허가 등록되었으며 FDA와의 사전제출(pre‑submission) 회의에서 EFS로의 경로와 2028년 목표 De Novo 승인 가능성을 제시했습니다. 경영진은 계속기업 존속능력에 대해 상당한 의문을 공개했으며, 현금 자원이 2026년 제2분기까지만(이를 넘기지 못함) 충분하다고 추정하고 상용화에 도달하기 위해 약 $32–40 million의 추가 자금 조달이 필요할 것으로 전망합니다.
Autonomix Medical, Inc. est une société de dispositifs médicaux en phase clinique, sans chiffre d’affaires, qui développe une plateforme de détection et d’ablation par radiofréquence basée sur cathéter. Pour les trois mois clos le 30 juin 2025, la société a déclaré une perte nette de $3.3 million (contre $2.7 million un an plus tôt), des dépenses de recherche et développement de $1.6 million (en hausse de 67%) et des frais généraux et administratifs de $1.8 million. La trésorerie s’élevait à $8.6 million et le fonds de roulement à $7.0 million au 30 juin 2025. Les actions moyennes pondérées en circulation étaient de 3,105,156, entraînant une perte par action de $1.07. La société a procédé à un regroupement d’actions 1‑pour‑20 et a levé des fonds, notamment via une offre en novembre 2024 (brut ~$10.0 million ; produit net ~$9.0 million) et des ventes ATM de 1,304,260 actions pour un produit net d’environ ~$2.1 million.
La société a rapporté des résultats cliniques précoces positifs de l’étude PoC 1, avec une réduction moyenne de la douleur de 59.2% chez les répondeurs, aucun événement indésirable grave lié au dispositif, le lancement du PoC 2 en juin 2025, deux brevets américains délivrés et une réunion pré‑soumission avec la FDA ayant tracé une voie vers un EFS et une éventuelle approbation De Novo ciblée en 2028. La direction exprime un doute substantiel quant à la continuité d’exploitation, estimant que les ressources de trésorerie ne suffiront que jusqu’au, mais pas au‑delà du deuxième trimestre calendaire 2026, et prévoit un besoin de financement supplémentaire d’environ $32–40 million pour atteindre la commercialisation.
Autonomix Medical, Inc. ist ein umsatzloses, klinisch erprobendes Medizintechnikunternehmen, das eine katheterbasierte Sensor‑ und Radiofrequenz‑Ablationsplattform vorantreibt. Für die drei Monate zum 30. Juni 2025 meldete das Unternehmen einen Nettoverlust von $3.3 million (gegenüber $2.7 million im Vorjahr), F&E‑Aufwand von $1.6 million (plus 67%) und Verwaltungsaufwand von $1.8 million. Zum 30. Juni 2025 beliefen sich die liquiden Mittel auf $8.6 million und das Working Capital auf $7.0 million. Die gewichteten durchschnittlichen ausstehenden Aktien lagen bei 3,105,156, was einen Verlust je Aktie von $1.07 ergab. Das Unternehmen führte einen 1‑für‑20 Reverse‑Split durch und nahm Finanzmittel auf, darunter ein Angebot im November 2024 (Brutto ~$10.0 million; Nettoerlöse ~$9.0 million) sowie ATM‑Verkäufe von 1,304,260 Aktien mit Nettoerlösen von ~$2.1 million.
Das Unternehmen berichtete positive frühe klinische Ergebnisse aus der PoC‑1‑Studie mit einer durchschnittlichen Schmerzlinderung von 59.2% bei Respondern, keine gerätebedingten schwerwiegenden unerwünschten Ereignisse, den Beginn von PoC‑2 im Juni 2025, zwei erteilte US‑Patente und ein FDA‑Pre‑Submission‑Meeting, das einen Weg zu einem EFS und einer potenziellen De‑Novo‑Zulassung mit Zieljahr 2028 skizzierte. Das Management äußert erhebliche Zweifel an der Fortführungsfähigkeit und schätzt, dass die Barmittel nur bis, jedoch nicht über das zweite Kalenderquartal 2026 hinaus ausreichen, und prognostiziert einen zusätzlichen Finanzierungsbedarf von etwa $32–40 million, um die Kommerzialisierung zu erreichen.
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 5, 2025 was
Autonomix Medical, Inc.
Index to Unaudited Condensed Financial Statements
| Page |
||
| PART I FINANCIAL INFORMATION |
||
| Item 1. |
Financial Statements |
4 |
| Unaudited Condensed Balance Sheets as of June 30, 2025 and March 31, 2025 |
4 |
|
| Unaudited Condensed Statements of Operations for the three months ended June 30, 2025 and 2024 |
5 |
|
| Unaudited Condensed Statements of Stockholders’ Equity for the three months ended June 30, 2025 and 2024 |
6 |
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| Unaudited Condensed Statements of Cash Flows for the three months ended June 30, 2025 and 2024 |
7 |
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| Notes to the Unaudited Condensed Financial Statements |
8 |
|
| 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 |
||
| 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 |
25 |
| Item 5. |
Other Information |
26 |
| Item 6. |
Exhibits |
26 |
| Signatures |
27 |
|
PART I - FINANCIAL INFORMATION
| Item 1. |
Financial Statements |
Autonomix Medical, Inc.
Condensed Balance Sheets
(Unaudited)
| (in thousands, except par value and share data) | As of | |||||||
| June 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Long term assets: | ||||||||
| Fixed assets, net | ||||||||
| Deferred offering costs | ||||||||
| Total long term 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, 2025 and March 31, 2025, respectively | $ | $ | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2025 and March 31, 2025, 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) |
2025 | 2024 | ||||||
| Operating expenses: |
||||||||
| Research and development |
$ | $ | ||||||
| General and administrative |
||||||||
| Total operating expenses |
||||||||
| Loss from operations |
( |
) | ( |
) | ||||
| Other income (expense): |
||||||||
| Interest expense |
( |
) | ||||||
| Interest income |
||||||||
| Total other income (expense) |
||||||||
| Loss before income taxes |
( |
) | ( |
) | ||||
| Income taxes |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Loss per share - basic and diluted |
$ | ( |
) | $ | ( |
) | ||
| Weighted average shares outstanding - basic and diluted |
||||||||
See accompanying notes to the unaudited condensed financial statements.
Autonomix Medical, Inc.
Condensed Statements of Changes in Stockholders' Equity
(Unaudited)
| Additional |
Total |
|||||||||||||||||||
| Common Stock |
Paid-in |
Accumulated |
Stockholders' |
|||||||||||||||||
| (in thousands) |
Shares |
Amount |
Capital |
Deficit |
Equity |
|||||||||||||||
| Balance March 31, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||
| Stock-based compensation |
- | |||||||||||||||||||
| Issuance of common stock - warrants exercised |
||||||||||||||||||||
| Balance June 30, 2024 |
( |
) | ||||||||||||||||||
| 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 |
( |
) | ||||||||||||||||||
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) |
2025 |
2024 |
||||||
| Cash Flows from Operating Activities: |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Stock-based compensation |
||||||||
| Depreciation and amortization 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 Investing Activities: |
||||||||
| Purchase of property and equipment |
( |
) | ||||||
| Net cash used in investing 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 increase 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: |
||||||||
| Recognition of deferred financing costs associated with issuance of common stock |
$ | ( |
) | $ | ||||
| Proceeds from cashless exercise of warrants |
$ | $ | ||||||
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,” “our,” the “Company”) is a medical device company organized as a Delaware corporation on June 10, 2014. The Company is a pre-revenue, clinical stage life sciences company focused on advancing innovative technologies for sensing and treating disorders relating to the peripheral nervous system.
Reverse Stock Split
The Company held its annual meeting of stockholders (the "Annual Meeting") on October 17, 2024. 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 approved a
one-for-
(
1:20) 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
11:59 p.m. Eastern Time on
October 24, 2024 (the "Effective Time”), and the Company’s common stock opened for trading on The Nasdaq Capital Market on
October 25, 2024 on a post-split basis, under the existing ticker symbol "AMIX” but with a new CUSIP number
05330T205. The Amendment provides that, at the Effective Time, every
shares of the Company’s issued and outstanding common stock was automatically 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
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 agreements to adjust the exercise price and number of shares exercisable or issuable upon vesting proportionately for the Reverse Stock Split. Based on the analysis performed, the Company does not need to recognize any additional compensation expense as a result of the modification.
In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time was reduced proportionately.
No fractional shares were issued as a result of the Reverse Stock Split. Any stockholder who would have been entitled to receive a fractional share as a result of the process was entitled to the rounding up of the fractional share to the nearest whole number. See "Fractional Shares" in Note 4 for further disclosure regarding fractional shares.
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. As a result of the Reverse Stock Split, the Company reclassified approximately $
Liquidity and Going Concern
The Company's 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.
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 may 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 November 22, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the several underwriters, if any, named on Schedule I of the Underwriting Agreement (the “Underwriters”), in connection with a firm commitment underwritten public offering (the “Offering”) of: (i)
For the
three months ended June 30, 2025 and 2024, the Company incurred net losses of $
The Company estimates its current cash resources are sufficient to fund its operations into but not beyond the second calendar quarter of 2026. 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, 2025 as found in the Annual Report in the Company's Form 10-K filed with the SEC on May 29, 2025. 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, 2025 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.
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. Specifically, offering costs were incurred during the Company’s initial public offering ("IPO"), Offering from November 2024 and ATM Agreement. 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 IT 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.
Convertible Notes
For the period ended March 31, 2025, the Company evaluated embedded redemption, conversion and other features within its debt to determine whether any embedded features should be bifurcated from the host instrument and accounted for as a derivative at fair value, with changes in fair value recorded in the condensed statements of operations. The Company’s debt was carried on the condensed balance sheets on a historical cost basis, net of unamortized discounts and premiums, because the Company did not elect the fair value option of accounting. Costs associated with acquiring debt, including detachable warrants issued in connection with the financing, were capitalized as a debt discount. The debt discount was presented in the condensed balance sheets, in prior year periods, as a direct deduction from the carrying amount of the debt liability. The costs were amortized over the estimated contractual life of the related debt instrument using the effective interest method and were included in interest expense in the condensed statements of operations.
In addition, since the instruments included a substantive conversion feature as of time of issuance, the issuance of equity securities to settle the outstanding notes with the conversion were accounted for as a contractual conversion with no gain or loss recognized related to the equity securities issued to settle the instrument. See Note 2 - Convertible Notes Payable for additional information.
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
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instrument
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value and require significant judgment and estimation
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 not have any assets or liabilities measured at fair value as of June 30, 2025 and March 31, 2025.
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, 2025 and March 31, 2025 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, 2025 and March 31, 2025 the Company had
The Company does not expect to pay any significant federal, state, or foreign income taxes in its fiscal year 2026 (ending March 31, 2026) as a result of the losses recorded during the three months ended June 30, 2025 and the additional losses expected for the remainder of its fiscal year 2026 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 no income tax provision for the three months ended June 30, 2025 and 2024, respectively. The effective tax rate for the three months ended June 30, 2025 and 2024 is zero. The Company estimates its annual effective tax rate at the end of each quarterly period. Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowance could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.
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 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 outstanding warrants are non-participating securities as they are not entitled to non-forfeitable rights to dividends or dividend equivalents during the vesting term and have no obligation to fund losses.
However, the Company's warrants described in Note 2 and the warrants issued in connection with the Offering, are participating securities as the holders receive the right to dividends, 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, 2025 and 2024, 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, | ||||||||
| 2024 | ||||||||
| 2025 | (as revised) | |||||||
| Equity based warrants to purchase common shares | ||||||||
| Convertible Notes - common shares (1) | ||||||||
| Convertible Notes - equity-based warrants to purchase common shares | ||||||||
| Stock options granted under Company's incentive plan | ||||||||
| Series A Warrants | ||||||||
| Representative Warrants | ||||||||
| Total potentially dilutive securities | ||||||||
| (1) Shares for the convertible note proceeds received | ||||||||
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 are included within general and administrative expenses within the statement of operations. For the three months ended June 30, 2025 and 2024, 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, seek regulatory approval.
As such, the CODM primarily evaluates performance of the Company using various financial metrics, including the combined net income (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, general and administrative, and depreciation and amortization. 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 on the Statements of Operations.
Recent Accounting Pronouncements
In November 2024 and January 2025, 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.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after December 15, 2024. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance and allocate resources. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods for fiscal years beginning after December 15, 2024, on a retrospective basis. There was no material impact upon the adoption of ASU 2023-07 on the Company's interim disclosures.
There are no other effective pronouncements, or pronouncements issued but not yet effective, if adopted, that would have a material effect on the accompanying financial statements.
Correction of an Immaterial Error in the Prior Period Financial Statements
During the
three months ended
December 31, 2024, the Company determined that previously filed quarterly and annual financial statements had an immaterial earnings per share error resulting from the exclusion of certain unexercised equity based warrants to purchase common shares that had an exercise price of approximately
$
A summary of the impact of the Company’s Reverse Stock Split and immaterial corrections reflecting the prior period impact to the Company’s Statement of Operations and earnings per share are shown below:
| Three Months Ended June 30, 2024 | ||||||||||||||||
| Originally Filed | Adjusted for 1-for-20 Reverse Stock Split | Correction | As Revised | |||||||||||||
| Net Loss (in thousands) | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||
| Loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
A summary of the impact of the Company’s Reverse Stock Split and immaterial corrections reflecting the prior period impact are shown below:
| Three Months Ended June 30, 2024 | ||||||||||||||||
| Originally Filed | Adjusted for 1-for-20 Reverse Stock Split | Correction | As Revised | |||||||||||||
| Equity based warrants to purchase common shares | ( | ) | ||||||||||||||
| Convertible Notes - common shares | ||||||||||||||||
| Convertible Notes - equity-based warrants to purchase common shares | ||||||||||||||||
| Stock options granted under Company's incentive plan | ||||||||||||||||
| Total potentially dilutive securities | ( | ) | ||||||||||||||
Note 2 – Convertible Notes Payable
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 are not permitted to convert their Notes when the holders or any of their affiliates would beneficially own in excess of
The Company received proceeds of $
Warrants - Convertible Promissory Notes
During 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 Offering Warrant. The key inputs to the Monte Carlo simulation used to determine the fair value of each warrant include, the Company’s stock price fair value which was determined through a back solve calculation such that the stock price results in the average total value of the Notes and the Bridge Offering Warrants being equal to the cash proceeds received, volatility based on a selection of publicly held peer companies of
During the three months ended June 30, 2025 and 2024, the Company recorded $
The following table presents a summary of activity for the warrants issued in connection with the Company’s Notes:
| Weighted-Average |
||||||
| Exercise Price |
||||||
| Warrants |
Per Share |
|||||
| Outstanding and exercisable, March 31, 2025 |
$ | |||||
| Granted |
||||||
| Exercised |
||||||
| Forfeited/Cancelled |
||||||
| Expired |
||||||
| Outstanding, June 30, 2025 |
$ | |||||
| Exercisable, June 30, 2025 |
$ | |||||
Note 3 – Equity
On November 29, 2023, the Company’s Board and applicable shareholders approved to amend and restate the Company’s certificate of incorporation and increased the authorized shares to
Preferred Stock
As of June 30, 2025, the Company had
Restricted Stock
On February 15, 2024, the Company issued
| Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Recognized in general and administrative expense | $ | $ | ||||||
| Total | $ | $ | ||||||
As of June 30, 2025, there was $
Common Stock
On February 28, 2025, the Company entered into an ATM Agreement. Pursuant to the terms of the Agreement, the Company was permitted to sell from time to time shares of Company’s common stock, with an initial aggregate sales price of 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 1st of each fiscal year, beginning on April 1, 2024 and ending on (and including) April 1, 2033 in an amount equal to five percent (
The following table summarizes the stock option activity for the three months ended June 30, 2025:
| Weighted-Average | ||||||||
| Exercise Price | ||||||||
| Options | Per Share | |||||||
| Outstanding, March 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited/Cancelled | ||||||||
| Expired | ||||||||
| Outstanding, June 30, 2025 | $ | |||||||
| Exercisable, June 30, 2025 | $ | |||||||
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 proportionately for the Reverse Stock Split. Based on the analysis performed, the Company does not need to recognize any additional compensation expense as a result of the modification.
During the three months ended June 30, 2025, the Company granted options to purchase
All options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at June 30, 2025 was $
License Agreement
On July 10, 2024, the Company entered into a license agreement (the “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
Offering Agreement
On November 22, 2024, the Company entered into the Offering, which consisted of: (i)
The Pre-Funded Warrants have an exercise price of $
At issuance the Pre-Funded Warrants had a fair value of $
In connection with the Offering, the Company incurred total offering costs of $
Equity-Based Stock Warrants
The Company will periodically grant warrants to investors in connection with equity financing or to third-party service providers in exchange for services rendered. The following table summarizes the stock warrant activity for the three months ended June 30, 2025:
| Weighted-Average | ||||||||
| Exercise Price | ||||||||
| Warrants | Per Share | |||||||
| Outstanding, March 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited/Cancelled | ( | ) | ||||||
| Expired | ||||||||
| Outstanding, June 30, 2025* | $ | |||||||
| Exercisable, June 30, 2025 | $ | |||||||
| * | Amount includes |
The unrecognized compensation expense at June 30, 2025 for warrants issued to third-party service providers was $
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 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 no 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 key members of executive management to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In total, these benefits would amount to a range of $
Fractional Shares
See Note 1 - Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - "Reverse Stock Split" for additional information.
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, the Company would need to issue
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, pursuant to the Termination Agreement, the Company issued a warrant to purchase
The completion of the Company’s IPO fixed the number of warrant shares issuable and the Company re-classified the Warrant to additional-paid in capital as it met the requirements for equity classification. Upon reclassification, the Company valued the warrant at $
Note 6 – Subsequent Events
On July 21, 2025, the Company entered into a warrant exercise inducement offer letter (the "Inducement Letter") with the holders ("Holders") of certain existing warrants issued in the Offering from November 2024 to purchase up to
In July 2025, of the
On August 5, 2025,
In July 2025, the Company entered into stock option cancellation agreements with certain employees to cancel an aggregate of
| 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 the Annual Report in our Form 10-K filed with the SEC on May 29, 2025, 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 the Annual Report in our Form 10-K filed with the SEC on May 29, 2025, 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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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
Autonomix Medical, Inc. is a development-stage medical device company pioneering a first-in-class technology platform designed to sense and treat disorders of the nervous system. Our lead system in development is a catheter-based solution that combines diagnostic sensing and therapeutic radiofrequency ("RF") ablation. Initially developed to target intractable pain associated with pancreatic cancer, our platform is intended to provide minimally invasive access to deep neural structures and has the potential to address a wide range of clinical indications, including chronic pain, hypertension, cardiovascular disease, and other nerve-related disorders.
A key differentiator of our technology is its ability to detect neural signals with greater sensitivity than commercially available systems. This performance advantage stems from two core innovations. First, our proprietary antenna array is engineered to capture extremely low-amplitude neural signals that may not be detected by conventional devices. Second, and equally important, our system processes these signals at the point of detection using a proprietary microchip embedded within the catheter. This local signal processing minimizes degradation and noise that typically occur during transmission to external consoles, allowing for high-fidelity, real-time signal capture and interpretation. Together, these capabilities enable more precise identification and targeting of nerve activity and represent a fundamental advancement in transvascular neuromodulation.
Our product development strategy is centered around two integrated functions: diagnostic sensing to identify pathological nerve signals, and therapeutic RF ablation to treat the identified targets. In preclinical animal models, our system has demonstrated the ability to detect signals from specific nerve bundles before ablation and confirm signal termination after ablation. We are now refining the catheter design to meet regulatory and manufacturing standards for human use.
In parallel, we have advanced our clinical strategy. In the second quarter of 2025, we completed our initial first-in-human proof-of-concept study ("PoC 1") evaluating the safety and feasibility of transvascular RF ablation in patients with pancreatic cancer pain. Based on the positive clinical outcomes, we have initiated a follow-on study ("PoC 2") that expands the protocol to include patients with pain associated with additional visceral cancers such as gallbladder, liver, and bile duct, as well as earlier-stage pancreatic cancer patients experiencing moderate to severe pain. This expansion reflects our goal of broadening the platform’s utility across oncology, gastroenterology, and other applicable sectors.
As a development-stage company, our technology remains investigational, and there is no guarantee that our clinical trials will produce favorable outcomes or that our products will ultimately receive regulatory approval. One of the most challenging aspects of our commercialization plan will be scaling from our current prototype, which is built using hand-assembled and 3D-printed components, to a fully integrated commercial-grade device. While we have not yet assembled or tested the final commercial version, ongoing development efforts are focused on improving design robustness and manufacturability to support future clinical and commercial deployment.
Recent Developments
In April 2025, we announced the completion of enrollment in our PoC 1, which evaluated the safety and feasibility of the Autonomix Elpis System in patients with late-stage pancreatic cancer experiencing severe pain. Preliminary results demonstrated statistically significant reductions in pain, with responding patients reporting improvement within 24 hours of the procedure and sustained responses observed at 4 to 6 weeks. Among responders, the mean pain reduction reached 59.2%, and 73% and the responders remained opioid-free during follow-up. No device-related serious adverse events were reported. These data supported the clinical potential of our platform and informed the next phase of development.
In May 2025, we received Ethics Committee approval to expand our proof-of-concept study into PoC 2, broadening the clinical focus to include patients with earlier-stage pancreatic cancer as well as those with other visceral cancers, such as gallbladder, bile duct, and liver cancers. This expansion is expected to double the potential addressable market for the platform.
We treated the first patient in the PoC 2 study in June 2025, marking the initiation of this market expansion phase. The study is designed to further evaluate the safety and feasibility of our system across a broader population and generate data to support both regulatory submissions and future commercial adoption.
In parallel, we held a formal pre-submission meeting with the U.S. Food and Drug Administration ("FDA") in May 2025 under the Q-Submission Program to discuss the regulatory requirements for initiating a U.S. clinical study under an Investigational Device Exemption ("IDE"). Based on FDA guidance, we have finalized our Good Laboratory Practices ("GLP") preclinical study, including 90-day and 180-day safety endpoints. The FDA indicated that favorable 90-day data may support the initiation of an Early Feasibility Study ("EFS") in the United States, with the 180-day cohort supporting a future marketing application. Feedback was also provided on pivotal trial design, including recommendations regarding appropriate control arms, concurrent therapy tracking, and anatomical safety assessment. We have incorporated this guidance into our development plan and are targeting potential De Novo approval in 2028, following completion of the EFS and subsequent pivotal study. We anticipate submitting our 90-day GLP data by the end of 2025 and initiating the EFS in the first half of 2026.
We also made continued progress on product development. Engineering refinements to the ablation catheter during the quarter focused on improving steerability, vessel wall contact, and energy delivery precision, particularly in the complex anatomy of the celiac region. In parallel, development continued on our sensing catheter, with design modifications underway to support future activation of its sensing capabilities for targeted nerve localization. These enhancements are being guided by physician feedback and preclinical learnings and will be incorporated into our clinical-stage configurations.
Additionally, we strengthened our intellectual property portfolio with the issuance of two new U.S. patents during the quarter. U.S. Patent No. 12,257,071 relates to controlled sympathectomy and micro-ablation systems and methods, while U.S. Patent No. 12,279,889 B2 covers technologies for mapping, evaluating, and modifying neurological activity. These patents support our long-term strategy to protect our innovations and expand into adjacent indications within interventional neuromodulation.
On July 21, 2025, we entered into a warrant exercise inducement offer letter (the "Inducement Letter") with the holders ("Holders") of certain existing warrants issued in the Offering from November 2024 to purchase up to 1,477,596 shares of our common stock (the "Existing Warrants"). Pursuant to the Inducement Letter, we agreed to reduce the exercise price of the Existing Warrants to $1.723 per share, and the Holders agreed: (i) to exercise Existing Warrants to purchase 855,000 shares of our common stock; and (ii) to prepay $1.722 per share of the reduced exercise price for Existing Warrants to purchase 622,596 shares of our common stock in consideration of us further reducing the exercise price of such Existing Warrants to purchase 622,596 shares of our common stock to $0.001 per share with an exercise term of 5.5 years. In consideration of the foregoing, we agreed to issue the Holders new warrants to purchase up to a number of shares of our common stock equal to 100% of the number of shares of our common stock underlying the Existing Warrants, comprised of new Series B warrants to purchase up to 1,477,596 shares of our common stock (the “Inducement Warrants” and the shares of our common stock underlying the Inducement Warrants, the “Inducement Warrant Shares”) at $1.723 per share with an exercise term of 5.5 years from the initial exercise date. In addition, we issued 88,656 Representative's Warrants at $2.6707 per share with an exercise term of 5 years. We received total gross proceeds of approximately $2.6 million, less expenses paid to the Placement Agent of approximately $0.3 million.
In July 2025, we entered into stock option cancellation agreements with certain employees to cancel an aggregate of 57,331 stock options. Employees that elected to cancel their stock options were granted severance agreements for three, six or nine months of their base salary (under certain conditions). On August 11, 2025, we entered into stock option cancellation agreements with Board members and certain officers of the Company to cancel an aggregate of 177,652 stock options. Our Board members included Mr. Walter Klemp, Chairman of the Board; Ms. Lori Bisson, Executive Chair of the Board; and Mr. Chris Capelli, Director, respectively, and included amounts of 8,773; 65,542; and 3,750, respectively. Our officers included Mr. Brad Hauser, Chief Executive Officer and President; Mr. Landy Toth, Chief Technology Officer; Mr. Robert Schwartz, Chief Medical Officer; and Mr. Trent Smith, Chief Financial Officer, respectively, and included amounts of 45,000; 8,773; 13,159; and 32,655, respectively. Mr. Hauser was granted three months of his base salary, in addition to the twelve months of his base salary per his July 17, 2024 employment agreement. Mr. Toth and Mr. Schwartz were granted severance agreements that amounted to nine months of their base salary. Mr. Smith was granted three months of his base salary, in addition to the nine months of his base salary per his July 24, 2023 employment agreement.
Results of Operations for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Below is a summary of the results of operations (in thousands):
| Three Months Ended June 30, |
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| Change |
Change |
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| 2025 |
2024 |
( $ ) |
( % ) |
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| Operating expenses: |
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| Research and development |
$ | 1,593 | $ | 954 | $ | 639 | 67 | % | ||||||||
| General and administrative |
1,828 | 1,799 | 29 | 2 | % | |||||||||||
| Total operating expenses |
$ | 3,421 | $ | 2,753 | $ | 668 | 24 | % | ||||||||
Research and Development Expense
Research and development expense was $1.6 million for the three months ended June 30, 2025 compared to $1.0 million for the same period in 2024. The increase in research and development expenses during the current year was mainly attributed to our clinical trial and product development costs. We expect to incur increased research and development costs in the future as we continue with our clinical trial and product development costs.
General and Administrative Expense
General and administrative expense was $1.8 million for the three months ended June 30, 2025 compared to $1.8 million for the same period in 2024. This was driven primarily by an increase in legal and professional fees of $0.1 million, offset by a decrease in officer and employee compensation and benefits of $0.1 million.
Interest expense
For the three months ended June 30, 2025 and 2024, we had interest expense of $0 and less than $0.1 million, respectively, related to the amortization of debt discount.
Interest income
For the three months ended June 30, 2025 and 2024, we had interest income of less than $0.1 million, respectively.
Liquidity and Capital Resources
On June 30, 2025, we had cash of $8.6 million, and working capital of $7.0 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 second calendar quarter of 2026.
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 $32 to $40 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 $2.6 million during the three months ended June 30, 2025, consisting of a net loss of $3.3 million, a decrease in operating assets of $0.1 million and an increase in operating liabilities of $0.2 million. The change in operating assets and liabilities included sources of cash from a decrease in other current assets of $0.1 million and a net increase in accounts payable and accrued expenses of $0.2 million. The increase in accounts payable and accrued expenses was driven primarily by increases in research and development expenses. Non-cash items primarily 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, 2025.
Net cash used in investing activities was $5 thousand for the three months ended June 30, 2024 related to the purchase of computer hardware and software.
Cash provided by financing activities
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. During the three months ended June 30, 2025, we also paid less than $0.1 million in issuance costs related to the Agreement.
Net cash provided by financing activities was $0 for the three months ended June 30, 2024.
Contractual Obligations and Commitments
None.
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 key members of executive management to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In total, these benefits would amount to a range of $1.2 million to $1.7 million using the rate of compensation in effect at June 30, 2025.
Off-balance Sheet Arrangements
As of June 30, 2025 and March 31, 2025, 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, warrant liability 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 29, 2025.
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 and Changes in Internal Control over Financial Reporting
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, 2025, 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, 2025, 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 ending March 31, 2025, 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 calendar 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 are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable. 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 the Annual Report in our Form 10-K filed with the SEC on May 29, 2025.
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. 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 29,2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 17, 2025, we granted a new employee a ten-year option (the “Inducement Option”) to purchase 5,000 shares of common stock at an exercise price equal to the closing price of our common stock on the date of the employment. The option vests in four equal annual installments (or 1,250 shares each installment) on each of the succeeding four anniversary dates of the execution of the date of employment, provided the employee is employed by us on each vesting date. The Inducement Options were granted outside of our 2023 Stock Plan as an inducement material to the employee entering into employment with us in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4). All the securities were issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering, and/or Regulation D promulgated under the Securities Act.
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 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).
In July 2025, we entered into stock option cancellation agreements with certain employees to cancel an aggregate of 57,331 stock options. Employees that elected to cancel their stock options were granted severance agreements for three, six or nine months of their base salary (under certain conditions). On August 11, 2025, we entered into stock option cancellation agreements with Board members and certain officers of the Company to cancel an aggregate of 177,652 stock options. Our Board members included Mr. Walter Klemp, Chairman of the Board; Ms. Lori Bisson, Executive Chair of the Board; and Mr. Chris Capelli, Director, respectively, and included amounts of 8,773; 65,542; and 3,750, respectively. Our officers included Mr. Brad Hauser, Chief Executive Officer and President; Mr. Landy Toth, Chief Technology Officer; Mr. Robert Schwartz, Chief Medical Officer; and Mr. Trent Smith, Chief Financial Officer, respectively, and included amounts of 45,000; 8,773; 13,159; and 32,655, respectively. Mr. Hauser was granted three months of his base salary, in addition to the twelve months of his base salary per his July 17, 2024 employment agreement. Mr. Toth and Mr. Schwartz were granted severance agreements that amounted to nine months of their base salary. Mr. Smith was granted three months of his base salary, in addition to the nine months of his base salary per his July 24, 2023 employment agreement.
On August 12, 2025, the Board of Directors of the Company adopted an Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective on such date. The sole change to the Bylaws was to revise Section 2.07 of the Bylaws to reduce the number of shares of Company stock required to constitute a quorum at a meeting of stockholders from a majority of the voting power issued and outstanding and entitled to vote, present in person or by remote communication, if applicable, or represented by proxy, to one-third of the voting power issued and outstanding and entitled to vote, present in person or by remote communication, if applicable, or represented by proxy.
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. (incorporated by reference from exhibit 2.2 of the Form 1-A POS, file number 024-12296, filed January 19, 2024) |
|
| 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* | Amended and Restated Bylaws of Autonomix Medical, Inc. dated August 12, 2025 | |
| 4.1 | Form of Inducement Warrant (incorporated by reference from exhibit 4.1 of the Form 8-K filed July 22, 2025) | |
| 10.1 | Form of Inducement Letter (incorporated by reference from exhibit 10.1 of the Form 8-K filed July 22, 2025) | |
| 10.2* | Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Brad Hauser dated August 11, 2025 | |
| 10.3* | Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Trent Smith dated August 11, 2025 | |
| 10.4* | Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Landy Toth dated August 11, 2025 | |
| 10.5* | Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Robert Schwartz dated August 11, 2025 | |
| 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 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 13, 2025 |
||
| Brad Hauser |
(principal executive officer) | |||
| /s/ Trent Smith |
Chief Financial Officer and Executive Vice-President |
August 13, 2025 |
||
| Trent Smith |
(principal financial and accounting officer) |
FAQ
What were Autonomix (AMIX) cash and working capital as of June 30, 2025?
What clinical progress did Autonomix report in the June 30, 2025 10-Q?
How long is Autonomix’s disclosed cash runway and what additional funding is estimated?
What recent financings did Autonomix complete according to the 10-Q?
Did Autonomix disclose any material control deficiencies?
What regulatory pathway and timing did Autonomix reference in the filing?
