Autonomix Medical raises $4.9M via warrant deal

Q: What transaction did AMIX announce in its August 24, 2026 Form 8-K?

Autonomix Medical, Inc. announced a warrant inducement under which an investor will immediately exercise 857,462 existing warrants at $5.75 per share, and in return receive new unregistered Series E-1 and Series E-2 warrants with a $6.25 exercise price and 5-year term.

Q: How much cash will Autonomix Medical (AMIX) receive from the warrant exercise?

Autonomix expects gross proceeds of approximately $4.9 million from the exercise of 857,462 existing warrants at $5.75 per share, before deducting financial advisory fees and estimated offering expenses.

Q: What are the main terms of the new Series E-1 and E-2 warrants issued by AMIX?

The new Series E-1 and Series E-2 warrants each cover up to 535,913 shares, have a $6.25 exercise price, are immediately exercisable, and expire five years after issuance. They include a 4.99% or 9.99% Beneficial Ownership Limitation at the holder’s election.

Q: What special right do AMIX’s new Series E-2 warrants provide in a fundamental transaction?

In a fundamental transaction, a holder of a Series E-2 warrant may require Autonomix or a successor to purchase the warrant for an amount equal to its Black Scholes value, payable in cash if the transaction is within the company’s control or in the same consideration paid to common shareholders otherwise.

Q: How is Maxim Group LLC compensated in the AMIX warrant inducement deal?

Maxim Group LLC is entitled to a 7.0% cash fee on the total proceeds Autonomix receives from the warrant exercises and reimbursement of reasonable expenses up to $15,000, for acting as warrant inducement agent and financial advisor.

Autonomix Medical, Inc. (AMIX) entered into a warrant inducement transaction with an investor holding previously issued Series D-1 and D-2 warrants.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Autonomix Medical, Inc. (AMIX) entered into a warrant inducement transaction with an investor holding previously issued Series D-1 and D-2 warrants. The investor agreed to immediately exercise warrants to purchase 857,462 shares of common stock at an exercise price of $5.75 per share, generating expected gross proceeds of about $4.9 million before fees and expenses.

In consideration for this cash exercise, Autonomix will issue unregistered Series E-1 and Series E-2 warrants, each to purchase up to 535,913 shares of common stock, with a $6.25 exercise price and a 5-year term. The new warrants include a 4.99% or 9.99% Beneficial Ownership Limitation, are exercisable immediately, and may be exercised on a cashless basis under specified registration shortfalls. In a fundamental transaction, holders receive alternate consideration, and the Series E-2 warrants include a Black Scholes-based redemption right.

The new warrants are being issued in a private placement under Section 4(a)(2) of the Securities Act, and Autonomix agreed to file a resale registration statement for the underlying shares within set timeframes. Maxim Group LLC acted as financial advisor and warrant inducement agent, to receive a 7.0% cash fee on proceeds plus up to $15,000 in expense reimbursement.

Filing Explained

The August 24, 2026 transaction is partly completed: Autonomix issued two unregistered warrants, creating capacity for 535,913 shares under each, while the 857,462-share exercise and approximately $4.9 million of proceeds remain agreed or anticipated rather than documented as completed or received; exercise would increase the share count and reduce existing holders’ percentage ownership.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

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, or exhibit attachments filed with this report.

Key Figures

Existing warrants exercised: 857,462 shares of common stock Existing warrant exercise price: $5.75 per share Expected gross proceeds: approximately $4.9 million +6 more

9 metrics

Existing warrants exercised 857,462 shares of common stock Aggregate shares underlying July 15, 2026 Series D-1 and D-2 warrants to be exercised

Existing warrant exercise price $5.75 per share Exercise price for the 857,462 existing warrants exercised under the inducement

Expected gross proceeds approximately $4.9 million Aggregate gross proceeds from the exercise of the existing warrants before fees and expenses

New Series E-1 warrant size 535,913 shares of common stock Maximum shares purchasable under the new unregistered Series E-1 warrant

New Series E-2 warrant size 535,913 shares of common stock Maximum shares purchasable under the new unregistered Series E-2 warrant

New warrant exercise price $6.25 per share Exercise price for both the new Series E-1 and Series E-2 warrants

Warrant term 5 years Exercise term of the new Series E-1 and Series E-2 warrants from initial exercise date

Financial advisor fee rate 7.0% Cash fee on total proceeds from warrant exercises payable to Maxim Group LLC

Expense reimbursement cap $15,000 Maximum reimbursement of reasonable expenses payable to Maxim Group LLC

Key Terms

warrant inducement, Beneficial Ownership Limitation, fundamental transaction, Black Scholes value, +2 more

6 terms

warrant inducement financial

"entered into a warrant inducement offer letter with the holder"

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

"may not exercise any such warrant to the extent that such exercise would result in"

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.

fundamental transaction financial

"In the event of certain fundamental transactions, the Holder of the New Warrants will have"

Black Scholes value financial

"amount equal to the Black Scholes value of the remaining unexercised portion"

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.

private placement financial

"The New Warrants described above are being offered in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Section 4(a)(2) regulatory

"pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

What transaction did AMIX announce in its August 24, 2026 Form 8-K?

Autonomix Medical, Inc. announced a warrant inducement under which an investor will immediately exercise 857,462 existing warrants at $5.75 per share, and in return receive new unregistered Series E-1 and Series E-2 warrants with a $6.25 exercise price and 5-year term.

How much cash will Autonomix Medical (AMIX) receive from the warrant exercise?

Autonomix expects gross proceeds of approximately $4.9 million from the exercise of 857,462 existing warrants at $5.75 per share, before deducting financial advisory fees and estimated offering expenses.

What are the main terms of the new Series E-1 and E-2 warrants issued by AMIX?

The new Series E-1 and Series E-2 warrants each cover up to 535,913 shares, have a $6.25 exercise price, are immediately exercisable, and expire five years after issuance. They include a 4.99% or 9.99% Beneficial Ownership Limitation at the holder’s election.

What special right do AMIX’s new Series E-2 warrants provide in a fundamental transaction?

In a fundamental transaction, a holder of a Series E-2 warrant may require Autonomix or a successor to purchase the warrant for an amount equal to its Black Scholes value, payable in cash if the transaction is within the company’s control or in the same consideration paid to common shareholders otherwise.

How is Maxim Group LLC compensated in the AMIX warrant inducement deal?

Maxim Group LLC is entitled to a 7.0% cash fee on the total proceeds Autonomix receives from the warrant exercises and reimbursement of reasonable expenses up to $15,000, for acting as warrant inducement agent and financial advisor.

Will the new AMIX warrant shares be registered for resale?

Autonomix agreed to file a resale registration statement for the shares issuable upon exercise of the new warrants within 15 calendar days of the inducement letter and to use commercially reasonable efforts to have it declared effective within specified SEC review timelines.

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Available on EDGAR 08/26/2026 - 05:02 PM Accepted by SEC EDGAR 08/26/2026 - 05:02 PM

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 24, 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 1.01 Entry into a Material Definitive Agreement.

On August 24, 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 D-1 warrants and Series D-2 warrants issued on July 15, 2026, to purchase up to 857,462 shares of Company common stock (the “Existing Warrants”).

Pursuant to the Inducement Letter, the Holder agreed to exercise the Existing Warrants to purchase an aggregate of 857,462 shares of Company common stock at the original exercise price of $5.75 per Warrant Share (defined below). In consideration of the foregoing, the Company agreed to issue the Holder (i) a new Series E-1 unregistered common stock purchase warrant to purchase up to 535,913 shares of Company common stock (the “New Series E-1 Warrant”) and (ii) a new Series E-2 unregistered common stock purchase warrant to purchase up to 535,913 shares of Company common stock (the “New Series E-2 Warrant” and, together with the New Series E-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 years from the initial exercise date.

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. 333-297760). The Company anticipates receiving aggregate gross proceeds of approximately $4.9 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 $6.25 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 the New Warrants will have the right to receive the same type or form of consideration (and in the same proportion) as is being offered and paid to the holders of common stock (the “Alternate Consideration”). In addition, in the event of a fundamental transaction, the Holder of a New Series E-2 Warrant will have the right, at the Holder’s option, to require the Company or any successor entity to purchase the New Series E-2 Warrant by paying to the Holder an amount equal to the Black Scholes value of the remaining unexercised portion of such New Series E-2 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 (and in the same proportion) being offered and paid to the holders of common stock. The Holder of a New Series E-1 Warrant will not have such 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”) acted as financial advisor in connection with the transaction, 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 E-1 Warrant, New Series E-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 August 24, 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 E-1 Warrant
4.2	Form of Series E-2 Warrant
10.1	Form of Inducement Letter
99.1	Press Release dated August 24, 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: August 26, 2026

Exhibit 99.1

Autonomix Medical Enters into $4.9 Million Warrant Inducement

Priced at a Premium to Market Under Nasdaq Rules

THE WOODLANDS, TX, August 24, 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 July 15, 2026 (the “July 2026 Warrants”). Pursuant to a warrant inducement agreement, the Investor has agreed to exercise the outstanding July 2026 Warrants to purchase an aggregate of 857,462 shares of the Company’s common stock at the exercise price of $5.75. The resale of the shares of common stock issuable upon exercise of the July 2026 Warrants has been registered pursuant to an effective registration statement on Form S-3 (File No. 333-297760). The gross proceeds from the exercise of the warrants are expected to be approximately $4.9 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 E-1 warrants to purchase an aggregate of 535,913 shares of the Company’s common stock, and unregistered Series E-2 warrants to purchase an aggregate of 535,913 shares of the Company’s common stock (collectively, the “New Warrants”). The New Warrants will each have an exercise price of $6.25 per share, will be exercisable upon issuance, and will expire on the five 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 August 26, 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

Filing Exhibits & Attachments

8 documents

Press Releases

EX-99.1 EXHIBIT 99.1 11.3 KB

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 55.8 KB