8-K - AMIX - Equibles

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):January 26, 2024

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Autonomix

Medical, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-41940	47-1607810
(State or other jurisdiction of<br><br> <br>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, includingarea code: (713) 588-6150

___________________________

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 Section12(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 3.02. UnregisteredSales of Equity Securities

The information contained below in Item 8.01 related to the Warrants and the shares of common stock issuable thereunder is hereby incorporated by reference into this Item 3.02.

Item 7.01. Regulation FD Disclosure

On January 30, 2024, Autonomix Medical, Inc. (the "Company") issued a press release announcing the Company has completed an $8,000,000 transaction for exclusive worldwide rights to technology for Cardiology Field Use. On this day, the Company’s Chief Executive Officer, Lori Bisson, also participated in a “Virtual Investor What This Means Segment.” The call can be viewed via the following link: https://www.virtualinvestorco.com/wtm-amix-worldwide-rights. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events

On January 26, 2024, the Company completed its initial public offering (“IPO”) and sold 2,234,222 shares of its common stock at a price to the public of $5.00 per share, resulting in aggregate gross proceeds of $11,171,110, before deducting selling agent commissions and other related expenses. A copy of the press release announcing the closing of the Company’s IPO is attached as Exhibit 99.2 and is incorporated herein by reference.

On July 7, 2023, the Company entered into a termination agreement with respect to a license agreement in exchange for the issuance, upon the closing of IPO, of a warrant to purchase 1,600,000 shares of Company common stock at an exercise price of $0.001 per share (the “Warrant”). On January 29, 2024, the Company issued the Warrant pursuant to the termination agreement. The shares underlying the Warrant are subject to a lockup agreement for a period of six months after the closing of the IPO with respect to 12.5% of the shares issued and twelve months after the closing of the IPO for the remainder of the shares. In connection with the termination agreement, the Company agreed to register the resale of the shares of common stock underlying the Warrant within 90 days after the closing of the IPO. The Warrants and the shares issuable upon exercise of the Warrants are being sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering , and in reliance on similar exemptions under applicable state laws.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit<br><br> <br>No.	Exhibit
99.1	Press Release of Autonomix Medical, Inc. dated January 30, 2024.
99.2	Press Release of Autonomix Medical, Inc. dated January 26, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 31, 2024

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Exhibit 99.1

Autonomix Medical,Inc. Completes $8,000,000 Transaction for Exclusive Worldwide Rights to Technology for Cardiology Field Use – Over 100 patentsin portfolio

Autonomix now wholly owns development and commercializationrights to its technology in all indications

Re-acquisition broadens Autonomix’s developmentand strategic opportunities

THE WOODLANDS, TX — January 30, 2024 – Autonomix Medical, Inc. (NASDAQ: AMIX) (“Autonomix” or the “Company”) a medical device company focused on advancing innovative technologies to revolutionize how diseases involving the nervous system are diagnosed and treated, today announced that it has regained exclusive worldwide rights to its technology for cardiology field use from Impulse Medical, Inc.

In December 2021, Autonomix granted Impulse Medical, Inc., a license to its technology for use in the field of cardiology. In July 2023, the Company entered into a termination agreement for the license agreement in exchange for the issuance, upon the closing of its initial public offering, of a warrant to purchase the number of shares of common stock based upon a fixed value of $8 million divided by the price per share in the offering. At the offering price of $5.00, the number of shares underlying the warrant is 1,600,000 shares of common stock at an exercise price of $0.001 per share. The shares underlying the warrant will be subject to a lockup agreement for a period of six months after the closing of this offering with respect to 12.5% of the shares and twelve months after the closing of this offering for the remainder of the shares.

“We have made significant progress over the course of the past year. With the recent closing of our IPO and listing onto Nasdaq as well as the progress we’ve made on the preclinical development front, we continue to build momentum. Regaining the cardiology rights to our innovative technology broadens our development opportunities and provides further optionality related to our development strategy moving forward. Looking ahead, we remain focused on our pancreatic cancer pain development program and are on track to commence our first-in-human clinical study this quarter,” commented Lori Bisson, Chief Executive Officer of Autonomix.

The Company’s catheter-based sensing technology is being developed to do two things: sense neural signals associated with pain or disease and precisely target those nerves for treatment. Autonomix believes this technology is a better alternative to the current approaches commonly used today, where doctors either rely on systemic drugs like opioids that lose effectiveness and have unwanted side effects or treat suspected areas blindly in hopes of hitting the right nerves, an approach that is often inaccurate and can miss the target and even cause collateral damage to surrounding parts of the body.

For more information about the Company’s technology, please visit autonomix.com.

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 technology platform includes a catheter-based microchip sensing array that has the ability to detect and differentiate neural signals with approximately 3,000 times 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.

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We are initially developing our technology for pancreatic cancer pain, a condition that can cause debilitating pain and need an effective solution. However, our technology constitutes a platform with the potential to address dozens of indications, including in cardiology, renal denervation and chronic pain management across a wide disease spectrum.

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. Such forward-looking statements can be identified by the use of words such as ‘’should,‘’ ‘’may,‘’ ‘’intends,‘’ ‘’anticipates,‘’ ‘’believes,‘’ ‘’estimates,‘’ ‘’projects,‘’ ‘’forecasts,‘’ ‘’expects,‘’ ‘’plans,‘’ and ‘’proposes.‘’

Although Autonomix Medical, Inc. (or 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 final offering statement filed with the U.S. Securities and Exchange Commission (“SEC”) on January 26, 2024. 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

833-475-8247

autonomix@jtcir.com

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Exhibit 99.2

Autonomix Medical,Inc. Announces Closing of $11.2 Million in Gross Proceeds from Initial Public Offering

Shares to begin trading on NASDAQ on January29, 2024 under the ticker symbol “AMIX”

THE WOODLANDS, TX. –January 26, 2024 – Autonomix Medical, Inc. (NASDAQ: AMIX) (“Autonomix” or the “Company”), a medical device company focused on advancing innovative technologies to revolutionize how diseases involving the nervous system are diagnosed and treated, today announced the closing of its initial public offering of 2,234,222 shares of common stock priced at $5.00 per share. The gross proceeds to Autonomix, before deducting selling agent commissions and other offering expenses payable by Autonomix were $11,171,110. Autonomix expects its shares of common stock to begin trading on NASDAQ on Monday, January 29, 2024 at approximately 10:30 AM EST under the ticker symbol “AMIX.”

Digital Offering, LLC, acted as the lead managing selling agent, along with R.F. Lafferty as syndicate manager for the offering. Cambria Capital, LLC and DealMaker Securities participated as selling group members. ArentFox Schiff LLP acted as counsel to Autonomix and Bevilacqua PLLC acted as counsel for the managing selling agent.

The offering was made only by means of an offering circular. An offering statement on Form 1-A relating to these securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and has become qualified. A copy of the final offering circular may be obtained from https://www.sec.gov/Archives/edgar/data/1617867/000168316824000350/autonomix_1apos1.htm

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or 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 jurisdiction.

About Autonomix Medical, Inc.

We are initially developing our technology for pancreatic cancer pain and pancreatitis pain, conditions that can cause debilitating pain and need an effective solution. However, our technology constitutes a platform with the potential to address dozens of indications, including in cardiology, renal denervation and chronic pain management across a wide disease spectrum.

For more information, visit autonomix.com and connect with the Company on Twitter, LinkedIn and Facebook.

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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 of the trading of Autonomix’s common stock on NASDAQ. Such forward-looking statements can be identified by the use of words such as ‘’should,‘’ ‘’may,‘’ ‘’intends,‘’ ‘’anticipates,‘’ ‘’believes,‘’ ‘’estimates,‘’ ‘’projects,‘’ ‘’forecasts,‘’ ‘’expects,‘’ ‘’plans,‘’ and ‘’proposes.‘’

Although Autonomix Medical, Inc. (or 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 offering statement filed with the U.S. Securities and Exchange Commission (“SEC”). 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

833-475-8247

autonomix@jtcir.com

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