Autonomix Medical Files 8-K on Definitive Agreement

TL;DR

Autonomix Medical inked a deal on July 10th, filing an 8-K with equity sales and financial docs.

AI Summary

Autonomix Medical, Inc. entered into a Material Definitive Agreement on July 10, 2024, related to the sale of equity securities. The company also disclosed information regarding unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Autonomix Medical, Inc., potentially impacting its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and equity sales can introduce financial and operational risks for the company.

Key Players & Entities

• Autonomix Medical, Inc. (company) — Registrant
• July 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 47-1607810 (tax_id) — I.R.S. Employer Identification No.
• 21 Waterway Avenue, Suite 300 (address) — Principal executive offices
• The Woodlands, TX 77380 (address) — Principal executive offices location
• ( 713 ) 588-6150 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock , par value $0.001 per share AMIX The Nasdaq Stock Mark

Filing Documents

• amix20240714_8k.htm (8-K) — 34KB
• ex_698206.htm (EX-10.1) — 99KB
• ex_698207.htm (EX-99.1) — 11KB
• pic1.jpg (GRAPHIC) — 4KB
• pic2.jpg (GRAPHIC) — 2KB
• 0001437749-24-022711.txt ( ) — 311KB
• amix-20240710.xsd (EX-101.SCH) — 3KB
• amix-20240710_def.xml (EX-101.DEF) — 12KB
• amix-20240710_lab.xml (EX-101.LAB) — 15KB
• amix-20240710_pre.xml (EX-101.PRE) — 12KB
• amix20240714_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 10, 2024, Autonomix Medical, Inc. (the "Company") entered into a license agreement (the "Agreement") with RF Innovations, Inc. ("RFI"), a privately held medical technology company, to license products utilizing RFI's intellectual property related to its Apex 6 Radiofrequency Generator (the "Licensed Products"). The Apex 6 Generator is an FDA-cleared ablation technology designed to lesion neural tissue for pain management in the peripheral nervous system. The transaction is expected to close before the end of July 2024. Pursuant to the Agreement, RFI granted the Company a perpetual non-exclusive worldwide royalty free fully paid license related to the Licensed Products, provided that the license did not include the right to sell certain products to customers for the treatment of spine pain. In connection with the Agreement, the Company agreed to issue RFI 250,000 shares of its common stock as consideration for the license. The Agreement provides RFI the right to terminate the license if the Company breaches any representation, warranty or covenant contained in the Agreement, subject to any relevant cure periods, or if the Company is subject to a bankruptcy or insolvency event. The representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Agreement is filed with this Current Report on Form 8-K only to provide investors with information regarding the terms of the transactions described herein, and not to provide investors with any other factual information regarding the Compan

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The common stock to be issued to RFI pursuant to the Agreement will be issued pursuant Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and will not been registered under the Securities Act or applicable state securities laws.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 15, 2024, the Company issued a press release regarding the transaction above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purpose of the Securities Exchange Act of 1934, as amended ("Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 10.1 License Agreement between Autonomix Medical, Inc. and RF Innovations, Inc. 99.1 Press release dated July 15, 2024. 104 Cover Page Interactive Data File (embedded within the 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: July 15, 2024

View Full Filing

View this 8-K filing on SEC EDGAR