--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~~July 189, 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

OnAs ~~June~~previously 18reported, on January 14, 2026, Autonomix Medical, Inc. (the “Company”) ~~issued~~received a ~~press~~deficiency ~~release~~letter tofrom ~~announce~~the ~~that it~~Listing ~~filed~~Qualifications aDepartment ~~certificate~~(the “Staff”) of ~~amendment~~the toNasdaq ~~its~~Stock ~~certificate~~Market of(“Nasdaq”) ~~incorporation~~notifying ~~with~~ the ~~Secretary~~Company ofthat ~~State~~for of the ~~State~~previous of30 ~~Delaware~~consecutive tobusiness ~~effect~~days, athe ~~1-for-21~~closing ~~reverse~~bid ~~stock~~price ~~split~~for ofthe ~~its~~Company’s common stock had closed below the minimum $1.00 Aper ~~copy~~share ofrequirement for continued inclusion on the ~~press~~Nasdaq ~~release~~Capital isMarket ~~attached~~pursuant to ~~this~~Nasdaq ~~report~~Listing asRule ~~Exhibit~~5550(a)(2) 99(the “Bid Price Rule”).1 ~~and~~The isdeficiency ~~incorporated~~letter bydid ~~reference~~not ~~herein~~result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market.

~~The~~On ~~table~~July ~~below~~9, ~~sets~~2026, ~~forth~~ the ~~impact~~Company ofreceived ~~the~~a ~~Reverse~~letter ~~Stock~~from ~~Split~~the onStaff notifying the Company’s ~~net~~that ~~loss~~it ~~per~~had ~~common~~regained ~~share~~compliance –with ~~basic~~the ~~and~~Bid ~~diluted,~~Price ~~and~~Rule ~~weighted~~as ~~average~~a ~~common~~result ~~shares~~of ~~outstanding – basic and diluted for~~ the ~~years~~closing ~~ended~~bid ~~March~~price ~~31,~~of ~~2026 and 2025, prior to any final adjustments required by~~ the ~~Depository~~Company’s ~~Trust~~common &stock ~~Clearing~~being ~~Corporation~~at or ~~the~~above ~~Company's Transfer Agent~~$1.00 ~~Theweighted~~per ~~average~~share ~~common~~for ~~sharesoutstanding~~the ~~and~~10 ~~net~~consecutive ~~loss~~business ~~per~~days ~~common~~from ~~share~~June ~~amounts~~24, ~~for~~2026 ~~all~~through ~~periods~~July ~~presented~~8, ~~have~~2026. ~~been~~Accordingly, ~~retroactively~~the ~~adjusted~~letter toindicated ~~reflect~~ the ~~reverse~~Company ~~stock~~is ~~split~~in ascompliance ifwith itthe ~~occurred~~Bid atPrice ~~the~~Rule ~~beginning~~and of the ~~earliest~~matter ~~period~~is ~~presented~~closed.

	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~~July 2410, 2026

Filing Compare · Autonomix Medical, Inc.