Autonomix Medical Reports Unregistered Equity Sale on Jan 26

TL;DR

**Autonomix Medical just sold new shares without full SEC registration, watch for potential dilution.**

AI Summary

Autonomix Medical, Inc. filed an 8-K on January 31, 2024, reporting an unregistered sale of equity securities that occurred on January 26, 2024. This means the company sold new shares without a full SEC registration process, which can sometimes dilute existing shareholders' ownership. Investors should note this as it could impact the stock's value due to increased share count or the terms of the sale.

Why It Matters

Unregistered sales of equity can dilute existing shareholders and may signal a need for capital, potentially impacting the stock price depending on the terms and use of proceeds.

Risk Assessment

Risk Level: medium — Unregistered equity sales carry medium risk due to potential dilution and lack of full public disclosure on terms, which could negatively affect existing shareholders.

Analyst Insight

A smart investor would seek further details on the unregistered equity sale, such as the number of shares sold, the price per share, and the identity of the purchasers, to assess potential dilution and the company's capital needs.

Key Players & Entities

• Autonomix Medical, Inc. (company) — the registrant filing the 8-K
• January 26, 2024 (date) — date of the earliest event reported (unregistered sale of equity securities)
• January 31, 2024 (date) — date the 8-K report was filed

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share AMIX The Nasdaq Stock Marke
• $8,000,000 — announcing the Company has completed an $8,000,000 transaction for exclusive worldwide rig
• $5.00 — ommon stock at a price to the public of $5.00 per share, resulting in aggregate gross
• $11,171,110, b — esulting in aggregate gross proceeds of $11,171,110, before deducting selling agent commission

Filing Documents

• autonomix_8k.htm (8-K) — 30KB
• autonomix_ex9901.htm (EX-99.1) — 12KB
• autonomix_ex9902.htm (EX-99.2) — 11KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001683168-24-000570.txt ( ) — 240KB
• amix-20240126.xsd (EX-101.SCH) — 3KB
• amix-20240126_lab.xml (EX-101.LAB) — 33KB
• amix-20240126_pre.xml (EX-101.PRE) — 22KB
• autonomix_8k_htm.xml (XML) — 4KB

02. Unregistered

Item 3.02. Unregistered Sales 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.

01. Regulation FD Disclosure

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.

01. Other Events

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit 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) 2 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 3

View Full Filing

View this 8-K filing on SEC EDGAR