Autonomix holders approve up to 1-for-25 reverse split
Stockholders authorized the board to choose a reverse-split ratio from 1-for-2 to 1-for-25, or any whole number between, before the meeting’s one-year anniversary.
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Form Type
8-K
Rhea-AI Filing Summary
Autonomix Medical, Inc. (AMIX) stockholders approved amendments to the 2023 Stock Plan, adding 750,000 shares and setting the plan’s total authorized issuance at 750,353 shares. They also authorized the board, in its sole discretion, to effect a reverse stock split at a ratio from 1-for-2 to 1-for-25, or any whole-number ratio in between, before the one-year anniversary of the October 29, 2026 annual meeting.
Stockholders elected all six director nominees and ratified Forvis Mazars, LLP as the independent registered public accounting firm for the year ending March 31, 2027. A total of 905,610 shares voted, approximately 46% of the 1,959,938 common shares outstanding as of September 8, 2026, the meeting’s record date.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Increase to 2023 Plan: 750,000 shares
2023 Plan authorized issuance: 750,353 shares
Reverse-split ratio authority: 1-for-2 to 1-for-25
+3 more
6 metrics
Increase to 2023 Plan
750,000 shares
Approved increase in shares authorized for issuance
2023 Plan authorized issuance
750,353 shares
Total number of common shares that may be issued under the amended plan
Reverse-split ratio authority
1-for-2 to 1-for-25
Board may select any whole-number ratio in between
Shares voted
905,610 shares
At the October 29, 2026 annual meeting
Common shares outstanding
1,959,938 shares
As of September 8, 2026, the annual meeting record date
Votes for reverse-split authorization
775,257 votes
Annual meeting proposal vote
Key Terms
reverse stock split, broker non-votes, quorum, independent registered public accounting firm
4 terms
reverse stock split financial
"authority to affect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes financial
"Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum technical
"represented a quorum to transact business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent registered public accounting firm regulatory
"ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What reverse stock split ratio did AMIX stockholders authorize?
Stockholders authorized the board to choose a reverse-split ratio from 1-for-2 to 1-for-25, including any whole-number ratio in between, in the board’s sole discretion before the one-year anniversary of the October 29, 2026 annual meeting.
How many votes supported the AMIX reverse-split authorization?
The proposal received 775,257 votes for and 110,036 votes against; 20,313 shares abstained and 3 broker non-votes were recorded.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 29, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
The |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below under Item 5.07 of this Current Report, on October 29, 2026, Autonomix Medical, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the "Annual Meeting”), at which the Company’s stockholders approved amendments to the Company's 2023 Stock Plan (the “2023 Plan”), including an increase in the number of shares of common stock authorized for issuance under the 2023 Plan by 750,000 shares. As amended, the number of shares of the common stock that may be issued under the 2023 Plan is 750,353 shares (this includes the 750,000 share increase).
For more information about the 2023 Plan and amendments thereto, see the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 14, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the amendments to the 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2023 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 29, 2026, the Company held its Annual Meeting. The number of shares of common stock that voted on matters presented at the Annual Meeting was 905,610, representing approximately 46% of the 1,959,938 shares of common stock outstanding as of the September 8, 2026, the record date for the Annual Meeting (the “Record Date”), which represented a quorum to transact business at the Annual Meeting.
Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
The proposals are described in detail in the Proxy Statement and are incorporated herein by reference.
Proposal 1. To elect six Board nominees to the Board of Directors of the Company, each to serve until the 2027 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|||
Walter V. Klemp | 260,892 | 10,022 | 634,392 |
|||
Lori Bisson | 261,065 | 9,849 | 634,392 |
|||
Jonathan P. Foster | 259,851 | 11,063 | 634,392 |
|||
David Robins | 259,796 | 11,118 | 634,392 |
|||
Christopher Capelli | 259,906 | 11,008 | 634,392 |
|||
| Sandra Kalter | 258,687 | 12,228 | 634,391 |
Proposal 2. To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2027.
Votes For | Votes Against | Abstain | Broker Non-Votes |
|||
870,562 | 33,692 | 1,355 | 0 |
Proposal 3. To approve an amendment to the Company's amended and restated certificate of incorporation to grant our Board of Directors authority to affect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-25 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of this Annual Meeting.
Votes For | Votes Against | Abstain | Broker Non-Votes |
|||
775,257 | 110,036 | 20,313 | 3 |
Proposal 4. To approve the amended and restated 2023 Plan.
Votes For | Votes Against | Abstain | Broker Non-Votes |
|||
225,651 | 39,672 | 5,591 | 634,392 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
No. | Description |
|
10.1 | Amended and Restated 2023 Stock Plan |
|
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: November 3, 2026