Autonomix Seeks Reverse Split, Equity Plan Boost Ahead of Annual Meeting

TL;DR

**AMIX is playing defense with a potential reverse split and dilutive financing, signaling a tough road ahead for shareholders.**

AI Summary

Autonomix Medical, Inc. (AMIX) is holding its Annual Meeting on October 30, 2025, where stockholders will vote on five key proposals. The company seeks approval for a reverse stock split with a ratio between 1-for-2 and 1-for-25, aiming to potentially boost its stock price and maintain Nasdaq listing compliance. Additionally, AMIX proposes to amend its 2023 Equity Incentive Plan to increase authorized shares and seeks approval for issuing over 20% of its outstanding common stock to Lincoln Park Capital Fund, LLC, as required by Nasdaq Listing Rule 5635(d). Stockholders will also elect five directors and ratify Forvis Mazars, LLP as the independent registered public accounting firm for the year ending March 31, 2026. As of August 26, 2025, Autonomix had 5,941,992 shares of common stock outstanding, with Walter V. Klemp, Executive Chairman, holding 150,750 shares (2.6%) and Landy Toth, Chief Technology Officer, holding 101,315 shares (1.7%).

Why It Matters

This DEF 14A filing reveals Autonomix Medical's strategic moves to address potential listing requirements and secure future financing, directly impacting investor confidence and share value. A reverse stock split, ranging from 1-for-2 to 1-for-25, could significantly alter the per-share price, potentially attracting institutional investors but also signaling underlying concerns about stock performance. The proposed issuance of over 20% of common stock to Lincoln Park Capital Fund, LLC, while providing capital, could dilute existing shareholder value. For employees, the amended 2023 Equity Incentive Plan suggests continued reliance on stock-based compensation, tying their incentives to the company's future stock performance in a competitive medical device market.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split (1-for-2 to 1-for-25) often indicates a company is struggling to maintain its stock price above minimum exchange requirements, posing a significant risk of delisting or further price erosion. Additionally, the request to issue more than 20% of outstanding common stock to Lincoln Park Capital Fund, LLC, while a financing mechanism, suggests substantial dilution for existing shareholders, impacting their ownership percentage and per-share value.

Analyst Insight

Investors should carefully evaluate the implications of the proposed reverse stock split and the significant potential dilution from the Lincoln Park Capital Fund, LLC agreement. Consider the company's underlying financial health and product pipeline before making any investment decisions, as these proposals suggest a company in a precarious position.

Key Numbers

• 5,941,992 — Shares of common stock outstanding (As of September 8, 2025, entitled to vote at the Annual Meeting.)
• 1-for-2 to 1-for-25 — Reverse stock split ratio (Proposed range for the Board's discretion to effect a reverse stock split.)
• 20% — Percentage of common stock issuance (Threshold requiring stockholder approval under Nasdaq Listing Rule 5635(d) for issuance to Lincoln Park Capital Fund, LLC.)
• 150,750 — Shares beneficially owned by Walter V. Klemp (Represents 2.6% of the class as of August 26, 2025.)
• 101,315 — Shares beneficially owned by Landy Toth (Represents 1.7% of the class as of August 26, 2025.)
• 358,475 — Shares beneficially owned by all Executive Officers and Directors as a group (Represents 6.2% of the class as of August 26, 2025.)
• October 30, 2025 — Annual Meeting Date (Date when stockholders will vote on the proposals.)
• March 31, 2026 — Fiscal year end (For which Forvis Mazars, LLP is proposed as the independent registered public accounting firm.)

Key Players & Entities

• Autonomix Medical, Inc. (company) — Registrant and issuer of common stock
• Walter V. Klemp (person) — Executive Chairman of the Board and Chief Executive Officer
• Landy Toth (person) — Chief Technology Officer
• Forvis Mazars, LLP (company) — Independent registered public accounting firm
• Lincoln Park Capital Fund, LLC (company) — Party to a purchase agreement for common stock issuance
• Nasdaq (regulator) — Stock exchange with listing rules (Rule 5635(d))
• $5,941,992 (dollar_amount) — Shares of common stock outstanding as of September 8, 2025
• October 30, 2025 (date) — Date of the Annual Meeting of Stockholders
• September 8, 2025 (date) — Record Date for voting eligibility
• 21 Waterway Avenue, Suite 300, The Woodlands, TX 77380 (company) — Principal executive offices of Autonomix Medical, Inc.

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — regulatory]: The company is seeking approval for a reverse stock split to potentially boost its stock price and maintain compliance with Nasdaq listing requirements. Failure to do so could result in delisting.
• Dilution from Stock Issuance [medium — financial]: Approval is sought for the issuance of over 20% of outstanding common stock to Lincoln Park Capital Fund, LLC, which will significantly dilute existing shareholders. This is a requirement under Nasdaq Listing Rule 5635(d).
• Equity Incentive Plan Amendment [medium — operational]: The company proposes to amend its 2023 Equity Incentive Plan to increase the number of authorized shares. This could lead to further dilution if options or grants are exercised.

Industry Context

Autonomix Medical operates in the highly competitive and regulated medical technology sector. Companies in this space often face challenges related to product development, clinical trials, regulatory approvals, and market adoption. Access to capital is crucial for funding ongoing research and development, and maintaining stock exchange listings is vital for investor confidence and future fundraising.

Regulatory Implications

The company faces significant regulatory hurdles related to maintaining its Nasdaq listing. The proposed reverse stock split is a direct response to potential non-compliance. Furthermore, the issuance of a large block of stock requires adherence to Nasdaq's shareholder approval rules, highlighting the importance of regulatory compliance in its financial strategies.

What Investors Should Do

1. Review the proposed reverse stock split ratio (1-for-2 to 1-for-25) and consider its potential impact on share price and liquidity.
2. Evaluate the implications of issuing over 20% of outstanding common stock to Lincoln Park Capital Fund, LLC.
3. Understand the proposed amendments to the 2023 Equity Incentive Plan and the increased share authorization.
4. Vote on the ratification of Forvis Mazars, LLP as the independent auditor.

Key Dates

• 2025-09-08: Record Date — Establishes the stockholders entitled to vote at the Annual Meeting.
• 2025-09-12: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders how to access proxy materials and vote.
• 2025-10-30: Annual Meeting of Stockholders — Date for voting on key proposals including reverse stock split, equity plan amendment, and stock issuance.
• 2026-03-31: Fiscal Year End — The period for which the independent registered public accounting firm is being ratified.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of stockholders and the matters to be voted upon. (This document outlines the proposals and information relevant to Autonomix Medical's upcoming shareholder meeting.)

Reverse Stock Split

A corporate action in which a company reduces the number of its outstanding shares by consolidating them. This is often done to increase the per-share market price. (Autonomix Medical is proposing a reverse stock split to potentially increase its stock price and meet Nasdaq listing requirements.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Autonomix Medical is seeking to amend its existing plan to increase the number of shares available for future grants.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for certain issuances of stock that could result in a significant dilution of existing shareholders' ownership. (This rule necessitates shareholder approval for Autonomix Medical's proposed issuance of over 20% of its common stock to Lincoln Park Capital Fund, LLC.)

Beneficial Ownership

The power to direct the voting or disposition of securities, even if not the legal owner. (This term is used to describe the stock holdings of management and significant shareholders.)

Year-Over-Year Comparison

This filing focuses on critical proposals for the company's near-term survival and future strategy, including a reverse stock split to maintain Nasdaq compliance and a significant stock issuance to a capital fund. Unlike previous filings that might have focused on operational growth or product development, this DEF 14A highlights a period of financial restructuring and strategic capital raising, indicating potential financial pressures or a need to bolster market capitalization.

Filing Documents

• amix20250831_def14a.htm (DEF 14A) — 954KB
• image03.jpg (GRAPHIC) — 10KB
• 0001437749-25-028954.txt ( ) — 1370KB
• amix-20250331.xsd (EX-101.SCH) — 4KB
• amix-20250331_def.xml (EX-101.DEF) — 2KB
• amix-20250331_lab.xml (EX-101.LAB) — 2KB
• amix-20250331_pre.xml (EX-101.PRE) — 1KB
• amix20250831_def14a_htm.xml (XML) — 4KB

From the Filing

amix20250831_def14a.htm Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Autonomix Medical, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents Autonomix Medical, Inc. 21 Waterway Avenue, Suite 300 The Woodlands, TX 77380 (713) 588-6150 To the Stockholders of Autonomix Medical, Inc.: On behalf of the Board of Directors (the "Board") and management of Autonomix Medical, Inc. (the "Company"), you are cordially invited to attend the Annual Meeting of Stockholders of the Company on October 30, 2025 (the "Annual Meeting"). The Annual Meeting will be held at the principal executive offices of the Company, 21 Waterway Avenue, Suite 300, The Woodlands, TX 77380 and begin at 10:00 a.m. Central Time. In accordance with the Securities and Exchange Commission's "notice and access" model, we are providing our Notice of Annual Meeting of Shareholders, Proxy Statement, Annual Report on Form 10-K, and Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended March 31, 2025 to you online with paper copies available, free of charge, upon request. On or about September 12, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials and proxy card or voting instruction form, as applicable. The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to vote your shares. We believe this process provides our shareholders with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our environmental impact as well as the costs of printing and distribution. Shareholders of record at the close of business on September 8, 2025 are entitled to vote on the matters presented at the Annual Meeting. We intend to hold our Annual Meeting in person and we look forward to seeing you on October 30, 2025. We encourage you to attend the Annual Meeting, but if you are unable to attend, it is important that you vote in advance via the Internet, or by signing, dating and returning the proxy card. Your cooperation is appreciated since a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Annual Meeting. Very truly yours, Autonomix Medical, Inc. By: /s/ Walter V. Klemp Walter V. Klemp Executive Chairman of the Board Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be Held on October 30, 2025: Electronic Copies of the Proxy Statement, our 2025 Annual Report on Form 10-K, and Amendment No. 1 to our Annual Report on Form 10-K/A are available at https://www.AMIX.vote Table of Contents Autonomix Medical, Inc. 21 Waterway Avenue, Suite 300 The Woodlands, TX 77380 (713) 588-6150 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held October 30, 2025 TO THE STOCKHOLDERS OF AUTONOMIX MEDICAL, INC.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Autonomix Medical, Inc. (the "Company") will be held at the principal executive offices of the Company, 21 Waterway Avenue, Suite 300, The Woodlands, TX 77380 and begin at 10:00 a.m. Central Time, for the following purposes, as described in the accompanying Proxy Statement: 1. To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person's successor is qualified and elected ("Proposal 1"); 2. To ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the year ending March 31, 2026 ("Proposal 2"); 3. To approve an amendment to the Company's amended and restated certificate of incorporation to grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company's common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-25 (or any whole number in betwe

View Full Filing

View this DEF 14A filing on SEC EDGAR