Autonomix Medical (AMIX) consolidates shares in 1-for-21 reverse stock split

Rhea-AI Filing Summary

Autonomix Medical, Inc. is implementing a 1-for-21 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on June 24, 2026. The shares will continue trading on the Nasdaq Capital Market under the symbol AMIX with a new CUSIP 05330T304.

Every 21 issued and outstanding common shares will be combined into one share, with the par value remaining $0.001. The number of common shares outstanding will be reduced from 11,409,344 to approximately 542,000, while authorized common shares will remain at 500 million.

Proportionate adjustments will be made to outstanding stock options, warrants and equity plan reserves. No fractional shares will be issued; instead, holders entitled to a fraction will receive cash based on the average closing price over the five trading days preceding the split.

The company also provided illustrative financial data, showing that for the year ended March 31, 2026, net loss was $16.7 million and net loss per common share – basic and diluted – adjusts from $2.32 pre-split to $48.80 post-split after applying the reverse split ratio.

Insights

Equity capital markets analyst

Autonomix is consolidating its share count via a 1-for-21 reverse split with no change in total equity.

The company will reduce its common shares outstanding from 11,409,344 to approximately 542,000 through a 1-for-21 reverse stock split effective on June 24, 2026. Authorized shares remain at 500 million, so this action changes the share count but not overall capitalization.

All outstanding stock options, warrants and equity plan reserves will be adjusted proportionately, keeping holders’ economic interests aligned with the new share structure. Cash will be paid instead of issuing fractional shares, using the average closing price over the five trading days before the split.

The filing also shows how historical periods are recast: for the year ended March 31, 2026, net loss of $16.715M translates into net loss per common share moving from $2.32 pre-split to $48.80 post-split solely due to the new share ratio. Subsequent filings may provide further context on how the new share structure interacts with market trading.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Key Figures

Reverse split ratio: 1-for-21 Shares outstanding pre-split: 11,409,344 shares Shares outstanding post-split: approximately 542,000 shares +5 more

8 metrics

Reverse split ratio 1-for-21 Common stock consolidation effective June 24, 2026

Shares outstanding pre-split 11,409,344 shares Common stock outstanding before reverse stock split

Shares outstanding post-split approximately 542,000 shares Common stock outstanding after reverse stock split

Authorized common shares 500 million shares Authorized common stock after reverse split

Net loss 2026 $16,715 thousand Year ended March 31, 2026

Net loss 2025 $11,410 thousand Year ended March 31, 2025

Net loss per share 2026 pre-split $2.32 Basic and diluted, year ended March 31, 2026

Net loss per share 2026 post-split $48.80 Basic and diluted, year ended March 31, 2026, after 1-for-21 reverse split

Key Terms

reverse stock split, fractional shares, equity compensation plan, net loss per common share – basic and diluted, +1 more

5 terms

reverse stock split financial

"to effect a 1-for-21 reverse stock split of its common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

fractional shares financial

"No fractional shares will be issued as a result of the Reverse Stock Split"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

equity compensation plan financial

"the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

net loss per common share – basic and diluted financial

"Net loss per common share – basic and diluted"

Nasdaq Capital Market financial

"the Company’s common stock will open for trading on The Nasdaq Capital Market on June 24, 2026 on a post-split basis"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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Available on EDGAR 06/24/2026 - 07:00 AM Accepted by SEC EDGAR 06/24/2026 - 07:00 AM Learn about SEC filing dates

false 0001617867 0001617867 2026-06-18 2026-06-18

--03-31

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): June 18, 2026

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 3.03. Material Modifications of Rights of Security Holders 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Autonomix Medical, Inc. (the “Company”) annual meeting of stockholders completed on October 30, 2025, the 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-2 to 1-for-25, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-twenty-one (1:21) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on June 24, 2026 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on June 24, 2026 on a post-split basis, under the existing ticker symbol “AMIX” but with a new CUSIP number 05330T304. The Amendment provides that, at the Effective Time, every twenty-one (21) shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001.

As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from 11,409,344 shares to approximately 542,000 shares at the Effective Time, and the number of authorized shares of common stock will remain at 500 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split, and instead, stockholders who would have been entitled to receive fractional shares will receive cash in lieu thereof. The Company will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock during the regular trading hours for the five consecutive trading days immediately preceding the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares. 

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Events

On June 18, 2026, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-21 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share – basic and diluted, and weighted average common shares outstanding – basic and diluted for the years ended March 31, 2026 and 2025, prior to any final adjustments required by the Depository Trust & Clearing Corporation or the Company's Transfer Agent. Theweighted average common sharesoutstanding and net loss per common share amounts for all periods presented have been retroactively adjusted to reflect the reverse stock split as if it occurred at the beginning of the earliest period presented.

		Dollars in thousands, except share and per share data
		Pre-Split								Post-Split
		Year ended March 31,								Year ended March 31,
		2026				2025				2026				2025
Net Loss		$	(16,715	)		$	(11,410	)		$	(16,715	)		$	(11,410	)
Net loss per common share – basic and diluted		$	(2.32	)		$	(6.46	)		$	(48.80	)		$	(137.44	)
Weighted average common shares outstanding – basic and diluted			7,216,757				1,766,425				342,539				83,020

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

	Exhibit No.	Description
	3.1	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.
	99.1	Press Release dated June 18, 2026.
	104	Cover page Interactive Data File (formatted as 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: June 24, 2026

Exhibit 99.1

Autonomix Announces Reverse Stock Split

THE WOODLANDS, TX — June 18, 2026 – Autonomix Medical, Inc. (NASDAQ: AMIX) (“Autonomix” or the “Company”), a medical device company dedicated to advancing precision nerve-targeted treatments, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-21 reverse stock split of its common stock. The reverse stock split will take effect at 12:01 am (Eastern Time) on June 24, 2026, and the Company’s common stock will open for trading on The Nasdaq Capital Market on June 24, 2026 on a post-split basis, under the existing ticker symbol “AMIX” but with a new CUSIP number 05330T304.

As a result of the reverse stock split, every 21 shares of the Company’s common stock issued and outstanding prior to the opening of trading on June 24, 2026 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.001. No fractional shares will be issued, if, as a result of the reverse stock split, a stockholder would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, the stockholder will be entitled to receive a cash payment in lieu of a fractional share.

As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 11.4 million shares to approximately 543,000 shares, and the number of authorized shares of common stock will remain at 500 million shares. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the reverse stock split will be reduced proportionately.

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 in this press release include, without limitation, the timing and completion of the reverse split. 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. 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. Forward-looking statements speak only as of the date of the document in which they are contained 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

FAQ

What reverse stock split did Autonomix Medical (AMIX) approve?

Autonomix Medical approved a 1-for-21 reverse stock split of its common stock. Every 21 existing shares will be combined into one share, with no change to the $0.001 par value or the 500 million authorized common shares.

When will the Autonomix Medical (AMIX) reverse stock split take effect?

The reverse stock split will take effect at 12:01 a.m. Eastern Time on June 24, 2026. Autonomix’s common stock will begin trading on a post-split basis that same day on the Nasdaq Capital Market under the existing ticker AMIX.

How does the reverse stock split affect Autonomix Medical’s (AMIX) shares outstanding?

The number of Autonomix common shares outstanding will be reduced from 11,409,344 to approximately 542,000 after the 1-for-21 reverse split. The company’s authorized common shares will remain at 500 million, so only the issued and outstanding share count changes.

What happens to Autonomix Medical (AMIX) stock options, warrants and equity plan shares after the split?

All outstanding stock options, warrants and equity compensation plan reserves will be adjusted proportionately to the 1-for-21 ratio. This reduces the number of shares underlying these instruments and increases their exercise prices, preserving holders’ overall economic positions after the split.

How will Autonomix Medical (AMIX) handle fractional shares in the reverse split?

Autonomix will not issue fractional shares. Stockholders entitled to a fractional share after applying the 1-for-21 ratio will instead receive cash, calculated as the fraction multiplied by the average closing price over the five trading days immediately preceding the reverse split.

How does the reverse split affect Autonomix Medical’s (AMIX) net loss per share figures?

For the year ended March 31, 2026, net loss remains $16.7 million, but net loss per common share – basic and diluted – is retroactively adjusted from $2.32 pre-split to $48.80 post-split, reflecting the 1-for-21 share consolidation applied to historical share counts.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.8 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 1.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.6 KB