Autonomix Medical Enters Warrant Inducement; Expects ~$4.9M

What Happened

• On August 24, 2026 Autonomix Medical, Inc. (AMIX) entered a warrant inducement agreement under which a holder agreed to exercise existing Series D‑1 and D‑2 warrants to buy 857,462 shares at the original $5.75 exercise price. The company expects to receive approximately $4.9 million in gross proceeds from that exercise.
• In exchange, the company issued two new unregistered warrants (Series E‑1 and Series E‑2) — each exercisable for up to 535,913 shares — that are immediately exercisable at $6.25 per share with a five‑year term.

Key Details

• Existing warrants: 857,462 shares; exercise price $5.75; expected gross proceeds ≈ $4.93M (reported as ~ $4.9M), before fees and expenses. Resale of those Warrant Shares is registered on Form S‑3 (File No. 333‑297760).
• New warrants: Series E‑1 and Series E‑2, each for up to 535,913 shares (total potential New Warrant Shares = 1,071,826); exercise price $6.25; 5‑year term; immediate exercisability.
• Limits & rights: New warrants subject to a beneficial ownership limit of 4.99% (or 9.99% if elected); cashless exercise permitted only if resale registration is not effective/sufficient after six months; Series E‑2 includes a Black‑Scholes redemption right in certain fundamental transactions (Series E‑1 does not).
• Fees & registration: Maxim Group LLC acted as financial advisor; AMIX will pay Maxim a cash fee equal to 7.0% of proceeds from the existing warrant exercise and up to $15,000 in expenses. AMIX agreed to file a resale registration statement for the New Warrant Shares within 15 days and use commercially reasonable efforts to have it declared effective within 45 days (75 days if SEC review).

Why It Matters

• This transaction provides near‑term cash (about $4.9M before fees/expenses) from exercise of existing warrants, while granting the holder significant new warrant coverage that could lead to additional share issuance if exercised.
• If the new warrants are exercised, they could increase the company’s share count and dilute existing shareholders; however, the filing includes ownership caps and registration commitments that affect how and when the holder can resell shares.
• The deal also involves advisory fees (7% to Maxim) and specific post‑transaction registration obligations that investors should watch for progress on (registration effectiveness, any SEC review, and subsequent exercises).