UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 2125, 2025

Autonomix Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41940	47-1607810
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

21 Waterway Avenue, Suite 300

The Woodlands, TX 77380

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 588-6150

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share	AMIX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On ~~July~~August 2125, 2025, Autonomix Medical, Inc. (the “Company”) entered into a ~~warrant~~purchase ~~exercise~~agreement, ~~inducement~~dated ~~offer~~as ~~letter~~of August 25, 2025 (the “~~Inducement~~Purchase ~~Letter~~Agreement”), with ~~the~~Lincoln ~~holders~~Park Capital Fund, LLC (“~~Holders~~Lincoln Park”), ofpursuant ~~certain~~to ~~existing~~which ~~warrants~~Lincoln ~~issued~~Park incommitted ~~November 2024~~ to purchase up to ~~1,477,596~~$15.0 million in shares of the Company’s common stock, $0.001 par value per share (the “~~Existing~~Common ~~Warrants~~Stock”), subject to satisfaction of the conditions and certain limitations contained in the Purchase Agreement.

~~Pursuant~~Concurrently towith the ~~Inducement~~execution ~~Letter, the Company agreed to reduce the exercise price~~ of the ~~Existing~~Purchase ~~Warrants~~Agreement toon ~~$1.723~~August ~~per~~25, ~~share~~2025, ~~and~~ the ~~Holders~~Company ~~agreed:~~also ~~(i)~~entered tointo ~~exercise~~a ~~Existing~~registration ~~Warrants~~rights ~~to purchase 855~~agreement,~~000~~ ~~shares~~dated as of ~~Company~~August ~~common~~25, ~~stock;~~2025 ~~and~~ (~~ii) to prepay $1.722 per share of~~ the ~~reduced~~“Registration ~~exercise~~Rights ~~price~~Agreement”), ~~for~~with ~~Existing~~Lincoln ~~Warrants to purchase 622~~Park,~~596~~ ~~shares~~relating ofto ~~Company common stock in consideration of~~ the ~~Company~~registration ~~further~~under ~~reducing~~ the Securities ~~exercise~~Act ~~price~~ of ~~such~~1933, ~~Existing~~as ~~Warrants~~amended to(the ~~purchase~~“Securities ~~622~~Act”),~~596~~ ~~shares~~ of ~~Company~~the ~~common~~offer ~~stock~~and tosale ~~$0.001 per share. In consideration~~ of the ~~foregoing,~~securities ~~the~~that ~~Company~~have ~~agreed~~been toand ~~issue~~may ~~the~~be ~~Holders~~issued ~~new~~and ~~warrants~~sold toby ~~purchase~~the upCompany to aLincoln ~~number~~Park, offrom ~~shares~~time ~~of Company common stock equal~~ to ~~100%~~time ofin the ~~number of shares of~~ Company’s ~~common~~sole ~~stock underlying the Existing Warrants~~discretion, ~~comprised~~from ofand ~~new~~after ~~Series~~the BCommencement ~~warrants~~Date to(defined ~~purchase up to 1~~below),~~477,596~~ ~~shares~~under ~~of Company common stock (~~the ~~“Inducement~~Purchase ~~Warrants”~~Agreement and ~~the~~to ~~shares~~take ofsuch ~~Company~~other ~~common~~specified ~~stock~~actions ~~underlying~~to ~~the~~maintain ~~Inducement~~such ~~Warrants,~~registration ~~the~~under ~~“Inducement Warrant Shares”) with an exercise term of 5.5 years from~~ the Securities ~~initial exercise date~~Act.

~~The~~Upon ~~issuance~~the ofterms and subject to the ~~shares~~conditions ofset ~~Company~~forth ~~common~~in ~~stock~~the ~~underlying~~Purchase Agreement, the ~~Existing~~Company ~~Warrants~~has ~~have~~the ~~been~~right, ~~registered~~but ~~pursuant~~not the obligation, to ansell ~~effective~~to ~~registration~~Lincoln ~~statement~~Park, onand ~~Form~~Lincoln ~~S-1~~Park ~~(File~~is Noobligated to purchase, up to $15.0 ~~333-282940)~~million in shares of Common Stock. ~~The~~ Such sales of Common Stock, if any, will be subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company’s ~~anticipates~~sole ~~receiving~~discretion, ~~aggregate~~over ~~gross~~a ~~proceeds~~period of up to ~~approximately~~24 ~~$2.5~~months, ~~million~~commencing ~~from~~on the ~~exercise~~date that each of the conditions to Lincoln Park's purchase obligations set forth in the Purchase Agreement have been initially satisfied (orthe ~~prepayment~~date on which all such conditions are initially satisfied, the "Commencement Date"), ofincluding that a registration statement covering the ~~Existing~~resale ~~Warrants~~by ~~before~~Lincoln ~~deducting~~Park ~~fees~~of shares of Common Stock that have been and ~~other~~may ~~expenses~~be ~~payable~~issued and sold to Lincoln Park under the Purchase Agreement is declared effective by itthe Securities and Exchange Commission (the “SEC”) and the related final prospectus in connection therewith is filed with the SEC.

~~The~~From ~~Inducement~~and ~~Warrants~~after ~~are~~the ~~immediately~~Commencement ~~exercisable~~Date, ~~and~~on ~~have~~any anbusiness ~~exercise~~day on which the closing sale price of ~~$1.723~~the ~~per~~Common ~~share.~~Stock ~~The~~is ~~exercise~~not ~~price~~below ~~and~~the ~~number~~“floor ofprice” ~~shares~~specified ofin ~~common~~the ~~stock~~Purchase ~~issuable~~Agreement, ~~upon~~the ~~exercise~~Company ismay ~~subject~~direct toLincoln ~~appropriate~~Park ~~proportional~~to ~~adjustment~~purchase inup ~~the~~to ~~event~~30,000 shares of ~~share~~Common ~~dividends~~Stock (each, ~~share~~a ~~splits,~~“Regular ~~reorganizations~~Purchase”); orprovided ~~similar~~that ~~events~~the ~~affecting~~maximum share amount the Company’s ~~common~~may ~~stock~~sell ~~and~~to ~~the~~Lincoln ~~exercise~~Park ~~price.~~under ~~The~~any ~~Inducement~~single ~~Warrants~~Regular Purchase may ~~only~~ be ~~exercised~~increased onincrementally ato ~~cashless~~up ~~basis~~to if40,000 ~~commencing~~shares, ~~six~~up ~~months~~to ~~after issuance~~50,000 ~~there~~and isup noto ~~registration~~a ~~statement~~maximum ~~registering,~~limit orof ~~the~~75,000 ~~prospectus~~shares, ~~contained~~if ~~therein~~the isclosing ~~not~~sale ~~available~~price ~~for,~~of the ~~resale~~Common ofStock ~~the~~is ~~shares~~not ofbelow ~~common~~certain ~~stock~~threshold ~~underlying~~amounts specified in the ~~Inducement~~Purchase ~~Warrants~~Agreement byon the ~~Holder.~~business ~~The~~day ~~Holder~~on ofwhich anthe ~~Inducement~~Company ~~Warrant~~initiates ~~may~~the ~~not~~Regular ~~exercise~~Purchase. In any ~~such~~event, ~~warrants~~however, toLincoln ~~the~~Park’s ~~extent~~maximum ~~that~~commitment ~~such~~in ~~exercise~~any ~~would~~single ~~result~~Regular inPurchase ~~the~~shall ~~number~~not ofexceed ~~shares~~$500,000. ofThe ~~common~~purchase ~~stock~~price ~~beneficially~~per ~~owned~~share byfor ~~such~~each ~~holder~~Regular ~~and~~Purchase ~~its~~will ~~affiliates~~be ~~exceeding 4~~97.990% orof ~~9.99%~~the lower of (ati) the ~~election~~lowest sale price of the ~~holder)~~Common ofStock on the ~~total~~business ~~number~~day ofon ~~shares~~which ofthe ~~common~~Company ~~stock~~initiates ~~outstanding~~the ~~immediately~~Regular ~~after~~Purchase ~~giving~~and ~~effect~~(ii) tothe average of the ~~exercise,~~three ~~which~~lowest ~~percentage~~closing ~~may~~sale beprices ~~increased~~of orCommon ~~decreased~~Stock atduring the ~~holder’s~~10-business ~~election~~day ~~not~~period toimmediately ~~exceed~~preceding ~~9.99%~~the (business day on which the ~~“Beneficial~~Company ~~Ownership~~initiates ~~Limitation”)~~the Regular Purchase. In addition to Regular Purchases, if the ~~event~~Company ofdirects ~~certain~~Lincoln ~~fundamental~~Park ~~transactions,~~to purchase the ~~holder~~maximum number of ~~the~~shares ~~Inducement~~of ~~Warrants~~Common ~~will~~Stock ~~have~~that the ~~right~~Company tomay ~~receive~~sell ~~the~~in ~~Black~~a ~~Scholes~~Regular ~~value~~Purchase ofon the ~~Inducement~~applicable ~~Warrants~~business ~~calculated~~day ~~pursuant~~the tocompany ainitiates ~~formula~~such ~~set~~Regular ~~forth~~Purchase, then, in ~~the~~addition ~~Inducement~~to ~~Warrants~~such Regular Purchase, the ~~payable~~Company ~~either~~may inalso ~~cash~~direct orLincoln inPark ~~the~~to ~~same~~purchase ~~type~~certain oradditional ~~form~~amounts of ~~consideration~~Common ~~that~~Stock isas ~~being~~“accelerated ~~offered~~purchases” and ~~being~~as ~~paid~~“additional accelerated purchases”, subject to limits specified in the ~~holders~~Purchase ofAgreement, ~~common~~at ~~stock~~a purchase price per share calculated in the manner specified in the Purchase Agreement.

~~The~~Each ~~Company~~Regular ~~also~~Purchase ~~agreed~~and toeach ~~file~~accelerated apurchase ~~registration~~and ~~statement~~additional ~~providing~~accelerated ~~for~~purchase ~~the~~is ~~resale~~subject ofto ~~the~~adjustment ~~Inducement~~for ~~Warrant~~any ~~Shares~~reorganization, ~~issuable~~recapitalization, ~~upon~~non-cash ~~the exercise of the Inducement Warrants (the “Resale Registration Statement”)~~dividend, onstock ~~or before August 20~~split, ~~2025,~~reverse ~~and~~stock tosplit ~~use~~or ~~commercially~~other ~~reasonable~~similar ~~efforts~~transaction toas ~~have~~provided ~~such~~in ~~Resale Registration Statement declared effective by~~ the ~~SEC~~Purchase within 180 days following the date of the Inducement Letter and to keep the Resale Registration Statement effective at all times until no holder of the Inducement Warrants owns any Inducement Warrant SharesAgreement.

~~Ladenburg~~Sales ~~Thalmann~~of &shares ~~Co.~~of ~~Inc.~~Common ~~(“Ladenburg”)~~Stock ~~acted~~to asLincoln ~~placement~~Park ~~agent~~under ~~in connection with~~ the ~~transactions~~Purchase ~~summarized~~Agreement ~~above,~~will ~~and~~depend ~~received~~on a ~~cash~~variety ~~fee~~ of ~~8.0%~~factors ofto be determined by the ~~aggregate~~Company ~~gross~~from ~~proceeds~~time to time, aincluding, ~~placement~~among ~~agent~~others, ~~warrant~~market toconditions, ~~purchase~~the ~~6.0%~~trading price of the ~~shares~~Common ~~underlying~~Stock and the ~~Existing~~Company’s ~~Warrants~~determination atas anto ~~exercise~~the ~~price~~appropriate sources of ~~155%~~funding offor ~~the~~its ~~reduced~~operations. ~~exercise~~The ~~price,~~Company ~~and~~expects ~~reimbursement~~that any proceeds received from such sales will be used for ~~certain~~working ~~expenses~~capital and general corporate purposes.

~~The~~In ~~representations~~addition, ~~warranties~~under ~~and~~applicable ~~covenants~~Nasdaq ~~contained~~rules, in the ~~Inducement~~Company ~~Letter~~may ~~were~~not ~~made~~issue ~~solely~~or ~~for~~sell to Lincoln Park under the ~~benefit~~Purchase Agreement more than 19.99% of the ~~parties~~shares of Common Stock outstanding immediately prior to the ~~Inducement~~execution ~~Letter.~~of Inthe ~~addition,~~Purchase ~~such~~Agreement ~~representations,~~(the ~~warranties~~“Exchange ~~and~~Cap”), ~~covenants:~~unless (i) ~~are~~the ~~intended~~Company asobtains astockholder ~~way~~approval ofto ~~allocating~~issue ~~the~~shares ~~risk~~of ~~between~~Common ~~the~~Stock ~~parties~~ to ~~such~~Lincoln ~~agreements~~Park ~~and~~under ~~not~~the asPurchase ~~statements~~Agreement in excess of ~~fact,~~the ~~and~~Exchange Cap or (ii) ~~may~~the ~~apply~~average ~~standards~~price of ~~materiality~~all inapplicable asales ~~way~~of ~~that~~the isCommon ~~different~~Stock ~~from~~to ~~what~~Lincoln ~~may~~Park beunder ~~viewed~~the asPurchase ~~material~~Agreement byequals ~~stockholders of,~~ or ~~other~~exceeds ~~investors~~$1.3351 ~~in,~~per ~~the~~share ~~Company.~~(which ~~Accordingly,~~represents the ~~Inducement~~lower ~~Letter~~of is(A) ~~filed~~the ~~with~~official ~~this~~closing ~~report~~price ~~only~~of tothe ~~provide~~Common ~~investors~~Stock ~~with~~on ~~information~~Nasdaq ~~regarding~~immediately preceding the ~~terms~~signing of ~~transaction,~~the Purchase Agreement and ~~not~~(B) tothe ~~provide~~average ~~investors~~official ~~with~~closing ~~any~~price ~~other~~of ~~factual~~the ~~information~~Common ~~regarding~~Stock on Nasdaq for the ~~Company.~~five ~~Information~~consecutive ~~concerning~~trading ~~the~~days ~~subject~~immediately ~~matter~~preceding the signing of the ~~representations~~Purchase ~~and~~Agreement, ~~warranties~~as ~~may~~adjusted ~~change~~under ~~after~~applicable Nasdaq rules to take into account the ~~date~~issuance of the ~~Inducement~~Commitment ~~Letter~~Shares (as defined below) to Lincoln Park in exchange for non-cash consideration), ~~which~~such ~~subsequent~~that ~~information~~the ~~may~~Exchange orCap ~~may~~limitation ~~not~~would beno ~~fully~~longer ~~reflected~~apply into ~~public~~issuances ~~disclosures~~and sales of Common Stock by the Company to Lincoln Park under the Purchase Agreement under applicable Nasdaq listing rules.

The ~~forms~~Purchase ofAgreement also prohibits the ~~Inducement~~Company ~~Warrant,~~from ~~and~~directing ~~Inducement~~Lincoln ~~Letter~~Park ~~are~~to ~~filed~~purchase asany ~~Exhibits~~shares ~~4.1~~of ~~and~~Common ~~10.1,~~Stock ~~respectively~~if those shares, towhen ~~this~~aggregated ~~Current~~with ~~Report~~all onother ~~Form~~shares ~~8-K.~~of ~~The~~Common ~~foregoing~~Stock ~~summaries~~then beneficially owned by Lincoln Park and its affiliates (as calculated pursuant to Section 13(d) of the ~~terms~~Securities ofExchange ~~these~~Act ~~documents~~of ~~are~~1934, ~~subject~~as toamended, and ~~qualified~~Rule 13d-3 thereunder), would result in ~~their~~Lincoln ~~entirety~~Park ~~by,~~beneficially ~~such~~owning ~~documents,~~more ~~which~~than ~~are~~4.99% ~~incorporated~~of ~~herein~~the byoutstanding ~~reference~~shares of Common Stock.

~~Item 3~~The Company will control the timing and amount of any sales of Common Stock to Lincoln Park pursuant to the Purchase Agreement.~~02 Unregistered~~ ~~Sales~~Lincoln Park has no right to require the Company to sell any shares of ~~Equity~~Common ~~Securities~~Stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to the conditions and limitations in the Purchase Agreement including beneficial ownership limitations.

~~The~~In ~~Company~~connection ~~will~~with ~~issue~~entering ~~the~~into ~~Inducement Warrants pursuant to~~ the ~~exemption~~Purchase ~~from~~Agreement, ~~the~~on ~~registration~~August ~~requirements~~25, of2025, the ~~Securities~~Company ~~Act~~issued ~~available~~261,932 ~~under~~shares ~~Section 4(a)(2). Neither the issuance~~ of ~~the~~Common ~~Inducement~~Stock ~~Warrants nor~~ (the ~~Inducement~~“Commitment ~~Warrant~~ Shares”) ~~will~~to beLincoln ~~registered~~Park ~~under the Securities Act and such securities may not be offered or sold~~ in ~~the~~consideration ~~United~~for ~~States~~its ~~absent~~commitment ~~registration~~to orpurchase anshares ~~exemption~~of ~~from~~Common ~~registration~~Stock under the ~~Securities~~Purchase ~~Act~~Agreement ~~and~~from ~~any~~time ~~applicable~~to ~~state~~time ~~securities~~at ~~laws. The description of~~ the ~~Inducement~~Company’s ~~Warrants under Item 1~~direction.~~01 of this Form 8-K is incorporated by reference herein.~~

~~Item 8.01 Other~~The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, covenants, Suspension Events (as defined in the Purchase Agreement) and indemnification obligations of the parties. The Company agreed, until the later of the 24-month anniversary of the date of the Purchase Agreement and the 24-month anniversary of the Commencement Date, not to effect or enter into an agreement to effect any issuance of shares of Common Stock or Common Stock equivalents in any “equity line of credit” or other substantially similar offering whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the Common Stock at the time of each such purchase, subject to limited exceptions set forth in the Purchase Agreement. Lincoln Park agreed not to cause or engage in any manner whatsoever, any direct or indirect, short selling of or hedging with respect to the Common Stock during the term of the Purchase Agreement. The Company may terminate the Purchase Agreement at any time after the Commencement Date with one business day notice, at no cost or penalty. Following the Commencement Date, upon the occurrence of any “Suspension Event” under the Purchase Agreement, the Company may not initiate any regular or other purchase of shares by Lincoln Park, until such Suspension Event is cured; provided, however, that Lincoln Park may not terminate the Purchase Agreement as a result of such Suspension Event.

OnThis ~~July~~report ~~22,~~shall ~~2025,~~not ~~the~~constitute ~~Company~~an ~~issued~~offer to sell or a ~~press~~solicitation ~~release~~of ~~announcing~~an ~~the~~offer ~~transactions~~to ~~described~~buy inany ~~Item~~shares ~~1.01~~of ~~above.~~Common AStock, ~~copy~~nor shall there be any sale of ~~the~~shares ~~press~~of ~~release~~Common isStock ~~attached~~in ~~hereto~~any asstate ~~Exhibit~~or ~~99.1~~jurisdiction ~~and~~in iswhich ~~incorporated~~such ~~herein~~an byoffer, ~~reference~~solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

InThe ~~addition,~~foregoing ~~following~~summary of the ~~completion~~material terms of the ~~transactions~~Purchase ~~described~~Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in ~~Item~~its ~~1.01~~entirety ~~above,~~by reference to the ~~Company~~full ~~will~~text ~~have~~of asuch ~~total~~agreements, copies of 4which are attached as exhibits to this report,~~877~~ and each of which is incorporated herein in its entirety by reference. The representations,~~625~~ ~~shares~~warranties and covenants in such agreements were made only for purposes of ~~common~~such ~~stock~~agreements ~~outstanding~~and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 3.02. Unregistered Sales of Equity Securities

The information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02.

In the Purchase Agreement, Lincoln Park represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933. The Commitment Shares were issued and the Purchase Shares will be issued and sold by the Company to Lincoln Park in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.		Description
4.1		Form of Inducement Warrant
10.1		Purchase Agreement, dated August 25, 2025, by and between the Company and Lincoln Park Capital Fund, LLC.*
10.1		Form of Inducement Letter
10.2		Registration Rights Agreement, dated August 25, 2025, by and between the Company and Lincoln Park Capital Fund, LLC.
99.1		Press Release dated July 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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~~August 2226, 2025

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