false 0001617867 0001617867 2024-10-22 2024-10-22
 
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): October 22, 2024
 
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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 3.03.  Material Modifications of Rights of Security Holders.
 
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
At the Autonomix Medical, Inc. (the “Company”) annual meeting of stockholders completed on October 17, 2024, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.
 
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on October 24, 2024 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on October 25, 2024 on a post-split basis, under the existing ticker symbol “AMIX” but with a new CUSIP number 05330T205. The Amendment provides that, at the Effective Time, every twenty shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001.
 
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 23.0 million shares to approximately 1.15 million shares, and the number of authorized shares of common stock will remain at 500 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards, warrants, and convertible notes which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards, warrants, and convertible notes, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.
 
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will be entitled to the rounding up of the fractional share to the nearest whole number. The post-split share amounts in the preceding paragraph do not take into account the additional shares of common stock to be issued in connection with the rounding up of fractional shares.
 
The summary of the of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
 
 
 
 
Item 8.01.  Other Events.
 
On October 22, 2024, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)      Exhibits.
 
Exhibit No.  Description
   
3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Autonomix Medical, Inc., filed with the Secretary of State of the State of Delaware.
99.1 Press Release dated October 22, 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: October 28, 2024
 
 

Exhibit 3.1

 

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Exhibit 99.1

 

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Autonomix Announces Reverse Stock Split

 

THE WOODLANDS, TX — October 22, 2024 – Autonomix Medical, Inc. (NASDAQ: AMIX) (“Autonomix” or the “Company”), a medical device company focused on advancing precision nerve-targeted treatments, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its common stock. The reverse stock split will take effect at 11:59 pm (Eastern Time) on October 24, 2024, and the Company’s common stock will open for trading on The Nasdaq Capital Market on October 25, 2024 on a post-split basis, under the existing ticker symbol “AMIX” but with a new CUSIP number 05330T 205.

 

As a result of the reverse stock split, every 20 shares of the Company’s common stock issued and outstanding prior to the opening of trading on October 25, 2024 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.001. No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will be entitled to the rounding up of the fractional share to the nearest whole number.

 

As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 23.0 million shares to approximately 1.15 million shares, and the number of authorized shares of common stock will remain at 500 million shares. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the reverse stock split will be reduced proportionately.

 

About Autonomix Medical, Inc.

 

Autonomix is a medical device company focused on advancing innovative technologies to revolutionize how diseases involving the nervous system are diagnosed and treated. The Company’s first-in-class technology platform includes a catheter-based microchip sensing array that has the ability to detect and differentiate neural signals with approximately 3,000 times greater sensitivity than currently available technologies. We believe this will enable, for the first time ever, transvascular diagnosis and treatment of diseases involving the peripheral nervous system virtually anywhere in the body.

 

We are initially developing this technology for the treatment of pain, with initial trials focused on pancreatic cancer, a condition that causes debilitating pain and is without a reliable solution. Our technology constitutes a platform to address dozens of indications, including cardiology, hypertension and chronic pain management, across a wide disease spectrum. Our technology is investigational and has not yet been cleared for marketing in the United States.

 

 
 

 

For more information, visit autonomix.com and connect with the Company on X, LinkedIn, Instagram and Facebook.

 

Forward Looking Statements

 

Some of the statements in this release are “forward-looking statements,” which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split. Such forward-looking statements can be identified by the use of words such as “should,” “might,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.”

 

Although Autonomix believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on May 31, 2024. Forward-looking statements speak only as of the date of the document in which they are contained and Autonomix does not undertake any duty to update any forward-looking statements except as may be required by law.

 

 

Investor and Media Contact

 

JTC Team, LLC

Jenene Thomas

908-824-0775

autonomix@jtcir.com

 

 
v3.24.3
Document And Entity Information
Oct. 22, 2024
Document Information [Line Items]  
Entity, Registrant Name Autonomix Medical, Inc.
Document, Type 8-K
Document, Period End Date Oct. 22, 2024
Current Fiscal Year End Date --03-31
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-41940
Entity, Tax Identification Number 47-1607810
Entity, Address, Address Line One 21 Waterway Avenue
Entity, Address, Address Line Two Suite 300
Entity, Address, City or Town The Woodlands
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77380
City Area Code 713
Local Phone Number 588-6150
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol AMIX
Security Exchange Name NASDAQ
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001617867
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