[8-K] Autonomix Medical, Inc. Reports Material Event

Rhea-AI Filing Summary

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

Positive

• Increased capital flexibility through a $1.4 million expansion of the at-the-market program
• Uses an effective Form S-3, allowing efficient sales under an existing shelf registration
• Established placement agent relationship maintained with Ladenburg Thalmann & Co. Inc.

Negative

• Potential dilution to existing shareholders if shares are issued under the expanded program
• No immediate proceeds are disclosed; impact depends on future share sales

Insights

Securities Analyst

TL;DR: The company expanded its at-the-market equity capacity, providing funding flexibility but creating potential dilution depending on shares sold.

The amendment increases the available issuance capacity by $1.4 million under an existing At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. Sales will use the company’s effective Form S-3 shelf, enabling efficient capital raises as market conditions allow. This is a routine corporate finance action that preserves optionality for management to raise capital over time; its ultimate impact depends on the timing and size of actual share sales.

Corporate Finance Specialist

TL;DR: Practical move to increase liquidity access; not an immediate capital event but increases capacity to issue equity when needed.

The filing documents an increase to the ATM program’s aggregate sales price and confirms reliance on an effective S-3 registration statement and prospectus supplement. From a capital structure perspective, the change allows incremental equity issuance up to the increased limit without separate registration, which can be useful for near-term financing or working capital needs. The materiality is limited until shares are actually sold.

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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): August 25, 2025

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 8.01.     Other Events.

As previously reported, on July 26, 2024, Autonomix Medical, Inc. (the “Company”) entered into an At Market Issuances Sales Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”). Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agent, as sales agent or principal, shares of the Company’s common stock, par value $0.001 per share with an initial aggregate sales price of up to $2.1 million (the “Shares”). On August 25, 2025, the Company increased the aggregate sales price of Shares that may be sold under the Agreement by $1.4 million.

Any sale of Shares pursuant to the Agreement will be made under the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-285464), which became effective on March 11, 2025 and includes a base prospectus, and under the related prospectus supplement filed with the Securities and Exchange Commission on August 25, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.		Description
1.1		At Market Issuance Sales Agreement, dated February 28, 2025, by and between Autonomix Medical, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to exhibit 1.1 of the Form 8-K filed February 28, 2025)
5.1		Opinion of ArentFox Schiff LLP
23.1		Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
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: August 27, 2025

FAQ

What change did Autonomix Medical (AMIX) announce in this 8-K?

The company increased the aggregate sales price available under its At Market Issuance Sales Agreement by $1.4 million on August 25, 2025.

How will Autonomix sell shares under the agreement?

Any sales will be made through Ladenburg Thalmann & Co. Inc. under the company’s effective Form S-3 registration statement (File No. 333-285464) and the prospectus supplement filed August 25, 2025.

Does this 8-K state the company received proceeds from the increase?

No. The filing reports an increase in available capacity; it does not disclose any actual sales or proceeds.

Who provides legal opinions referenced in the filing?

The filing references an opinion and consent from ArentFox Schiff LLP, included as Exhibit 5.1.

What was the original aggregate amount available under the ATM agreement?

The original aggregate sales price under the agreement was $2.1 million as reported in the filing.