Autonomix Medical Enters Warrant Inducement; Issues Series D Warrants

What Happened

• On July 13, 2026 Autonomix Medical, Inc. (AMIX) entered a warrant inducement letter with a holder of Series C warrants. The holder agreed to exercise 428,731 existing Series C warrants after the Company agreed to reduce the Series C exercise price to $6.00 per share, producing roughly $2.6 million in gross proceeds (before fees and expenses).
• In return, the Company issued the holder two new unregistered warrants: a Series D-1 and a Series D-2, each exercisable for up to 428,731 shares (so up to 857,462 potential New Warrant Shares total). The New Warrants are immediately exercisable, have a $5.75 per‑share exercise price, and a 5.5‑year term. The Company will file a resale registration statement for the New Warrant Shares.

Key Details

• Existing Warrant exercise: 428,731 shares; reduced Series C exercise price to $6.00; anticipated gross proceeds ≈ $2.6 million.
• New Warrants: Series D-1 and D-2, each for up to 428,731 shares; $5.75 exercise price; 5.5‑year term; total potential New Warrant Shares = 857,462.
• Resale registration: Company agreed to file a registration statement for resale of New Warrant Shares within 15 calendar days and use commercially reasonable efforts to have it effective within 45 days (75 days if SEC review).
• Other terms: cashless exercise only permitted (starting six months after issuance) if resale registration is not effective or prospectus unavailable; beneficial ownership limit prevents exercise that would push holder above 4.99% (or 9.99% at holder’s election) of outstanding common stock. Maxim Group acted as solicitation agent; fee = 7.0% of proceeds plus up to $15,000 expenses.

Why It Matters

• This transaction provides Autonomix with an immediate cash infusion (≈ $2.6M gross) from warrant exercises, which may be used for operations or corporate needs.
• However, the issuance of the New Warrants and potential exercises create future dilution (up to 857,462 additional shares if all New Warrants are exercised). Registration efforts mean the holder will generally be able to resell shares once the resale registration is effective.
• Investors should note fees and the unregistered nature of the New Warrants (issued under Section 4(a)(2)), the exercise price differentials ($6.00 for the exercised Series C warrants; $5.75 for the new warrants), and the protective beneficial‑ownership cap that limits large single‑holder increases.