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

Rhea-AI Filing Summary

Autonomix Medical (AMIX) reported stockholder voting results from its Annual Meeting. A total of 2,871,639 shares voted, representing approximately 48% of the 5,941,992 shares outstanding as of September 8, 2025, establishing a quorum. All five director nominees were elected. Stockholders ratified Forvis Mazars, LLP as independent auditor with 2,609,156 votes for, 91,309 against, and 171,174 abstentions.

Key approvals included capital flexibility items. Stockholders authorized the Board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-25 prior to the one-year anniversary of the meeting (1,927,998 for; 370,030 against; 573,611 abstain). They approved the amended and restated 2023 Equity Incentive Plan (1,113,523 for; 127,874 against; 38,301 abstain) and, for Nasdaq Listing Rule 5635(d) purposes, authorized issuing more than 20% of outstanding common stock under the Lincoln Park Capital Fund, LLC purchase agreement (1,184,885 for; 75,982 against; 18,831 abstain).

Insights

Equity Capital Markets Analyst

Shareholders approved reverse split authority and >20% issuance; execution timing not stated.

The meeting approvals provide the Board with tools affecting share structure and potential funding pathways. The reverse stock split authorization, set between 1-for-2 and 1-for-25 before the one-year anniversary, permits the company to consolidate shares if needed. Such authority is common for listing compliance or share-price management, but it is not self-executing.

Approval to issue more than 20% of outstanding shares under the Lincoln Park purchase agreement satisfies Nasdaq Rule 5635(d) requirements. Actual dilution, if any, depends on future drawdowns under that agreement. The amended and restated 2023 Equity Incentive Plan also passed, indicating continued use of equity-based compensation. The auditor ratification and director elections support continuity in governance.

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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): October 30, 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 5.07. Submission of Matters to a Vote of Security Holders.

On October 30, 2025, Autonomix Medical, Inc. (the “Company”) held its annual meeting of stockholders (the "Annual Meeting”). The number of shares of common stock that voted on matters presented at the Annual Meeting was 2,871,639, representing approximately 48% of the 5,941,992 shares common stock outstanding as of the September 8, 2025, 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 Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2025 (the “Proxy Statement”) and are incorporated herein by reference.

Proposal 1. To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2026 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		1,236,672		43,026		1,591,941
Lori Bisson		1,228,794		50,904		1,591,941
Jonathan P. Foster		1,237,080		42,618		1,591,941
David Robins		1,195,185		84,513		1,591,941
Christopher Capelli		1,200,812		78,886		1,591,941

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, 2026.

Votes For		Votes Against		Abstain		Broker Non-Votes
2,609,156		91,309		171,174		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
1,927,998		370,030		573,611		0

Proposal 4. To approve the amended and restated 2023 Equity Incentive Plan.

Votes For		Votes Against		Abstain		Broker Non-Votes
1,113,523		127,874		38,301		1,591,941

Proposal 5. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC.

Votes For		Votes Against		Abstain		Broker Non-Votes
1,184,885		75,982		18,831		1,591,941

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1		Amended and Restated 2023 Equity Incentive 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, 2025

FAQ

What did Autonomix (AMIX) stockholders approve regarding a reverse stock split?

They authorized the Board to enact a reverse split between 1-for-2 and 1-for-25 prior to the one-year anniversary of the meeting, with 1,927,998 votes for.

How many Autonomix (AMIX) shares voted and what was the turnout?

2,871,639 shares voted, representing approximately 48% of 5,941,992 shares outstanding as of September 8, 2025.

Did stockholders approve issuing more than 20% of shares under the Lincoln Park agreement?

Yes. For Nasdaq Rule 5635(d) purposes, they approved issuing more than 20% under the Lincoln Park Capital Fund, LLC purchase agreement (1,184,885 for).

Were the director nominees elected at Autonomix (AMIX)?

Yes. All five nominees were elected, each receiving over 1.19 million votes for; broker non-votes totaled 1,591,941 for each nominee.

Which audit firm was ratified by Autonomix (AMIX) stockholders?

Forvis Mazars, LLP was ratified as the independent registered public accounting firm with 2,609,156 votes for.

Was the amended and restated 2023 Equity Incentive Plan approved?

Yes. The plan was approved with 1,113,523 votes for, 127,874 against, and 38,301 abstentions.