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Autonomix Medical (NASDAQ: AMIX) secures $2.6M through warrant exercise deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Autonomix Medical, Inc. entered into a warrant inducement arrangement with an existing investor covering Series C/November 2025 warrants to purchase 428,731 shares of common stock. The company reduced the exercise price on these registered warrants to $6.00 per share, and the investor agreed to exercise them for anticipated gross proceeds of about $2.6 million, before fees and expenses.

In return, Autonomix will issue the investor two new unregistered warrant series, D-1 and D-2, each exercisable for up to 428,731 shares at $5.75 per share, with a 5.5-year term and beneficial ownership caps of 4.99% or 9.99%. The company committed to file, within 15 days, a resale registration statement for the shares underlying these new warrants and to seek effectiveness within 45 to 75 days, while paying Maxim Group LLC a 7.0% cash fee on warrant-exercise proceeds plus up to $15,000 of expenses.

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Filing Explained

New warrant issuance creates potential dilution, while the anticipated $2.6 million cash inflow remains contingent on closing.

The July 15 Form 8-K reports a July 13 agreement for an investor to exercise 428,731 existing warrants at $6.00, with closing expected around July 15, 2026 subject to customary conditions.

The filing also reports issuance of two immediately exercisable, unregistered warrant series, each covering 428,731 shares, creating further potential dilution for existing common holders if exercised.

The company says it anticipates approximately $2.6 million in gross proceeds before fees and expenses; the filing therefore describes expected proceeds, not cash receipt already completed.

The new warrants may be exercised only on a cashless basis if, beginning six months after issuance, no effective resale registration statement is available, and their exercise is subject to the stated beneficial-ownership limits.

The next dated milestone is the expected July 15, 2026 closing, which will determine whether the anticipated warrant-exercise proceeds are received.

Sources and calculations
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Existing warrants exercised 428,731 shares Series C/November 2025 warrants to purchase common stock exercised under inducement
Amended exercise price $6.00 per share Exercise price for Existing Warrants after reduction agreed with holder
Gross proceeds approximately $2.6 million Aggregate gross proceeds expected from exercise of Existing Warrants before fees and expenses
New warrant coverage 428,731 shares per series Share amount underlying each of the New Series D-1 and D-2 Warrants
New warrant exercise price $5.75 per share Exercise price of New Series D-1 and D-2 Warrants
Warrant term 5.5 years Exercise term of the New Warrants from issuance
Maxim fee 7.0% of total proceeds Cash fee payable to Maxim Group LLC on warrant-exercise proceeds
Expense reimbursement cap $15,000 Maximum expenses reimbursable to Maxim Group LLC
warrant inducement financial
"entered into a warrant inducement agreement with an investor"
Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.
Beneficial Ownership Limitation financial
"which percentage may be increased or decreased at the Holder’s election not to exceed 9.99% (the “Beneficial Ownership Limitation”)"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
cashless basis financial
"The New Warrants may only be exercised on a cashless basis if, commencing six months after issuance"
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
fundamental transaction financial
"In the event of certain fundamental transactions, the holder of a New Series D-1 Warrant will have the right"
Black Scholes value financial
"will have the right to receive the Black Scholes value of such New Series D-1 Warrant"
The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Autonomix Medical (AMIX) disclose on July 13, 2026?
Autonomix Medical disclosed a warrant inducement with an existing investor, who agreed to exercise 428,731 outstanding registered warrants at an amended exercise price of $6.00 per share, in exchange for new unregistered Series D-1 and D-2 warrants.

How much capital is Autonomix Medical (AMIX) raising through this warrant inducement?
The company expects gross proceeds of approximately $2.6 million from the cash exercise of 428,731 existing registered warrants at $6.00 per share, before deducting the 7.0% advisory fee to Maxim Group LLC and up to $15,000 in reimbursable expenses.

What are the key terms of the new Series D-1 and D-2 warrants issued by AMIX?
Autonomix will issue Series D-1 and D-2 warrants, each exercisable for up to 428,731 shares at $5.75 per share, immediately exercisable with a 5.5-year term. They include a 4.99%/9.99% Beneficial Ownership Limitation and different rights in certain fundamental transactions.

What is the Beneficial Ownership Limitation on Autonomix Medical’s new warrants?
Holders of the new warrants cannot exercise them to the extent it would cause beneficial ownership above 4.99% or 9.99% of outstanding common stock, based on the holder’s election, with adjustments allowed but never exceeding 9.99% after giving effect to the exercise.

When will Autonomix Medical (AMIX) register the resale of shares from the new warrants?
Autonomix agreed to file a resale registration statement for the new warrant shares within 15 days of the inducement letter and to use commercially reasonable efforts to obtain effectiveness within 45 days, or within 75 days if the SEC performs a limited or full review.

What compensation will Maxim Group receive in Autonomix Medical’s warrant transaction?
Maxim Group LLC will receive a cash fee equal to 7.0% of total proceeds from the exercise of the existing warrants, plus reimbursement of its reasonable expenses up to $15,000, for acting as warrant solicitation agent and financial advisor in the inducement transaction.
false 0001617867 0001617867 2026-07-13 2026-07-13
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 13, 2026
 
alogo.jpg
 
 
Autonomix Medical, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-41940
47-1607810
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
21 Waterway Avenue, Suite 300
The Woodlands, TX 77380
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (713) 588-6150
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share
AMIX
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On July 13, 2026, Autonomix Medical, Inc. (the “Company”) entered into a warrant inducement offer letter (the “Inducement Letter”) with the holder (the “Holder”) of certain existing Series C warrants issued on November 19, 2025, to purchase up to 428,731 shares of Company common stock (the “Existing Warrants”).
 
Pursuant to the Inducement Letter, the Company agreed to reduce the exercise price of the Existing Warrants to $6.00 per Warrant Share (defined below), and the Holder agreed to exercise Existing Warrants to purchase 428,731 shares of Company common stock. In consideration of the foregoing, the Company agreed to issue the Holder (i) a new Series D-1 unregistered common stock purchase warrant to purchase up to 428,731 shares of Company common stock (the “New Series D-1 Warrant”) and (ii) a new Series D-2 unregistered common stock purchase warrant to purchase up to 428,731 shares of Company common stock (the “New Series D-2 Warrant” and, together with the New Series D-1 Warrant, the “New Warrants,” and the shares of Company common stock underlying the New Warrants, the “New Warrant Shares”), in each case pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), with an exercise term of 5.5 years from issuance.
 
The resale of the shares of Company common stock issuable upon exercise of the Existing Warrants (the “Warrant Shares”) has been registered for resale pursuant to an effective registration statement on Form S-3 (File No. 333-291825). The Company anticipates receiving aggregate gross proceeds of approximately $2.6 million from the exercise of the Existing Warrants, before deducting financial advisory fees and estimated offering expenses.
 
The New Warrants are immediately exercisable and have an exercise price of $5.75 per share. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, reorganizations or similar events affecting the Company’s common stock and the exercise price. The New Warrants may only be exercised on a cashless basis if, commencing six months after issuance, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of common stock underlying the New Warrants by the Holder. The Holder of a New Warrant may not exercise any such warrant to the extent that such exercise would result in the number of shares of common stock beneficially owned by such Holder and its affiliates exceeding 4.99% or 9.99% (at the election of the Holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the Holder’s election not to exceed 9.99% (the “Beneficial Ownership Limitation”). In the event of certain fundamental transactions, the holder of a New Series D-1 Warrant will have the right to receive the Black Scholes value of such New Series D-1 Warrant calculated pursuant to a formula set forth therein, payable in cash if the fundamental transaction is within the Company’s control or, if the fundamental transaction is not within the Company’s control, in the same type or form of consideration being offered and paid to the holders of common stock. In the event of a fundamental transaction, the holder of a New Series D-2 Warrant will have the right to receive the same type or form of consideration being offered and paid to the holders of common stock but shall not have a Black Scholes redemption right.
 
The Company also agreed to file a registration statement providing for the resale of the New Warrant Shares issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), as soon as reasonably practicable and in any event within fifteen (15) calendar days of the date of the Inducement Letter, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective within forty-five (45) calendar days following the date of the Inducement Letter (or within seventy-five (75) calendar days in the case of a limited or full review by the SEC), and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.
 
 
Maxim Group LLC (“Maxim”) served as warrant solicitation agent in connection with the solicitation of the exercise of the Existing Warrants, and the Company agreed to pay Maxim a cash fee equal to 7.0% of the total proceeds received by the Company from the exercise of the Existing Warrants and to reimburse Maxim for its reasonable expenses in an amount not to exceed $15,000.
 
The representations, warranties and covenants contained in the Inducement Letter were made solely for the benefit of the parties to the Inducement Letter. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to such agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Inducement Letter is filed with this report only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Inducement Letter, which subsequent information may or may not be fully reflected in public disclosures.
 
The forms of the New Series D-1 Warrant, New Series D-2 Warrant, and Inducement Letter are filed as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
 
Item 3.02 Unregistered Sales of Equity Securities.
 
The Company issued the New Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of the New Warrants nor the New Warrant Shares will be registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.
 
Item 8.01 Other Events.
 
On July 13, 2026, the Company issued a press release announcing the transactions described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
No.
 
Description
4.1
 
Form of Series D-1 Warrant
4.2
 
Form of Series D-2 Warrant
10.1
 
Form of Inducement Letter
99.1
 
Press Release dated July 13, 2026
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
Signature
 
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 hereunto duly authorized.
 
 
 
AUTONOMIX MEDICAL, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Trent Smith
 
 
 
Trent Smith
 
 
 
Chief Financial Officer
 
 
 
Dated: July 15, 2026
 
 

Exhibit 99.1

 

Autonomix Medical Enters into $2.6 Million Warrant Inducement Priced At-the-Market Under Nasdaq Rules

 

 

THE WOODLANDS, TX, July 13, 2026 (GLOBE NEWSWIRE) -- Autonomix Medical, Inc. (NASDAQ: AMIX) (“Autonomix” or the “Company”), a medical device company dedicated to advancing precision nerve-targeted treatments, today announced it has entered into a warrant inducement agreement with an investor (“Investor”) for the immediate exercise of certain outstanding warrants that the Company issued on November 19, 2025 (the “November 2025 Warrants”). Pursuant to a warrant inducement agreement, the Investor has agreed to exercise the outstanding November 2025 Warrants to purchase an aggregate of 428,731 shares of the Company’s common stock at the amended and reduced exercise price of $6.00. The resale of the shares of common stock issuable upon exercise of the November 2025 Warrants has been registered pursuant to an effective registration statement on Form S-3 (File No. 333- 291825). The gross proceeds from the exercise of the warrants are expected to be approximately $2.6 million, prior to deducting financial advisory fees and estimated offering expenses.

 

Maxim Group LLC acted as warrant inducement agent and financial advisor in connection with the transaction.

 

In consideration for the immediate exercise of the existing warrants in cash, the Company also agreed to issue to the Investor unregistered Series D-1 warrants to purchase an aggregate of 428,731 shares of the Company’s common stock, and Series D-2 warrants to purchase an aggregate of 428,731 shares of the Company’s common stock (collectively, the “New Warrants”). The New Warrants will each have an exercise price of $5.75 per share, will be exercisable immediately upon issuance, and will expire on the five and one-half year anniversary of the date of issuance. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

 

The closing of the warrant exercise transaction is expected to occur on or about July 15, 2026, subject to satisfaction of customary closing conditions.

 

The New Warrants described above are being offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Autonomix Medical, Inc.

 

Autonomix is a medical device company focused on advancing innovative technologies to revolutionize how diseases involving the nervous system are diagnosed and treated. The Company’s first-in-class platform system technology includes a catheter-based microchip sensing array that may have the ability to detect and differentiate neural signals with greater sensitivity than currently available technologies. We believe this will enable, for the first time ever, transvascular diagnosis and treatment of diseases involving the peripheral nervous system virtually anywhere in the body.

 

 

We are initially developing this technology for the treatment of pain, with initial trials focused on pancreatic cancer, a condition that causes debilitating pain and is without a reliable solution. Our technology constitutes a platform to address dozens of potential indications, including cardiology, hypertension and chronic pain management, across a wide disease spectrum. Our technology is investigational and has not yet been cleared for marketing in the United States.

 

For more information, visit autonomix.com and connect with the Company on X, LinkedIn, Instagram and Facebook.

 

Forward Looking Statements

 

Some of the statements in this release are “forward-looking statements,” which involve risks and uncertainties. Forward-looking statements include, without limitation, the satisfaction of customary closing conditions related to the warrant transaction and the completion of the warrant transaction. Such forward-looking statements can be identified by the use of words such as “should,” “might,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.”

 

Although Autonomix believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including, but not limited to, the expected completion, timing and size of the warrant transaction, the intended use of proceeds from the transaction and Autonomix’s ability to file a registration statement registering the resale of the securities sold in the transaction. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 27, 2026, and from time to time, our other filings with the SEC. Forward-looking statements speak only as of the date of this press release and Autonomix does not undertake any duty to update any forward-looking statements except as may be required by law.

 

 

Investor and Media Contact

 

JTC Team, LLC

Jenene Thomas

908-824-0775

autonomix@jtcir.com

 

Source: View Original Filing on SEC EDGAR

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