amix20240331_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C., 20549

FORM 10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2024

☐	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ___________________

Commission File Number: 001-41940

AUTONOMIX MEDICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		47-1607810
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

21 Waterway Avenue, Suite 300

The Woodlands, Texas 77380

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code:

(713) 588-6150

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, $0.001 par value	AMIX	The Nasdaq Stock Market

Securities Registered Pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one)

Large accelerated filer	☐		Accelerated filer	☐		Non-accelerated filer	☒		Smaller reporting company	☒
									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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	4
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13.	Certain Relationships and Related Transactions and Director Independence	16
Item 14.	Principal Accounting Fees and Services	17

PART IV

Item 15.	Exhibits, Financial Statement Schedules	18

Name	Age	Position
Brad Hauser	47	Chief Executive Officer
Dr. Robert Schwartz	73	Chief Medical Officer
Landy Toth	47	Chief Technology Officer
Trent Smith	55	Chief Financial Officer
Walter V. Klemp	65	Executive Chairman
Lori Bisson	54	Vice Chair and Director
Jonathan P. Foster	60	Director
David Robins	55	Director
Christopher Capelli	64	Director

	●	overseeing the compensation and work of and performance by our independent registered public accounting firm and any other registered public accounting firm performing audit, review or attestation services for us;

	●	engaging, retaining and terminating our independent registered public accounting firm and determining the terms thereof;

	●	assessing the qualifications, performance and independence of the independent registered public accounting firm;

	●	evaluating whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence;

	●	reviewing and discussing the audit results, including any comments and recommendations of the independent registered public accounting firm and the responses of management to such recommendations;

	●	reviewing and discussing the annual and quarterly financial statements with management and the independent registered public accounting firm;

	●	producing a committee report for inclusion in applicable Commission filings;

	●	reviewing the adequacy and effectiveness of internal controls and procedures;

	●	establishing procedures regarding the receipt, retention and treatment of complaints received regarding the accounting, internal accounting controls, or auditing matters and conducting or authorizing investigations into any matters within the scope of the responsibility of the audit committee; and

	●	reviewing transactions with related persons for potential conflict of interest situations.

	●	reviewing and recommending all elements and amounts of compensation for each executive officer, including any performance goals applicable to those executive officers;

	●	reviewing and recommending for approval the adoption, any amendment and termination of all cash and equity-based incentive compensation plans;

	●	once required by applicable law, causing to be prepared a committee report for inclusion in applicable Commission filings;

	●	approving any employment agreements, severance agreements or change of control agreements that are entered into with the CEO and certain executive officers; and

	●	reviewing and recommending the level and form of non-employee director compensation and benefits.

Name and Principal Position	Year	Salary ( $ )		Non-Equity Incentive Plan Compensation ( $ )		Option Awards ( $ ) (1)		All Other Compensation ( $ ) (2)		Total ( $ )

Lori Bisson - Chief Executive Officer (3)	2024	$	225,000	$	150,000	$	1,823,991	$	17,505	$	2,216,496

Dr. Robert Schwartz, Former Chief Executive Officer	2024	$	100,000	$	35,000	$	247,861	$	-	$	382,861
and current Chief Medical Officer	2023	$	100,000	$	-	$	-	$	-	$	100,000

Landy Toth - Chief Technology Officer	2024	$	187,500	$	-	$	165,241	$	-	$	352,741
	2023	$	156,250	$	-	$	-	$	-	$	156,250

Trent Smith - Chief Financial Officer (4)	2024	$	159,375	$	74,250	$	888,595	$	18,114	$	1,140,334

Walter Klemp - Executive Chair	2024	$	200,000	$	-	$	165,241	$	-	$	365,241
	2023	$	200,000	$	-	$	-	$	-	$	200,000

			Option Awards
Name and Principal Position	Grant Date of Equity Award		Number of Securities Underlying Unexercised Options ( # ) Exercisable (1)		Number of Securities Underlying Unexercised Options ( # ) Unexercisable (1)		Option Exercise Price ( $ )		Option Expiration Date

Lori Bisson - Chief Executive Officer	06/30/23			175,050		758,550	$	2.00	06/30/33

Dr. Robert Schwartz, Former Chief Executive Officer and current Chief Medical Officer		-		-		-	$	-		-

Landy Toth - Chief Technology Officer		-		-		-	$	-		-

Trent Smith - Chief Financial Officer	07/24/23			-		425,000	$	2.00	07/24/33

Walter Klemp - Executive Chairman		-		-		-	$	-		-

Name	Year	Fees earned or paid in cash ( $ )			Option awards ( $ ) (1)		Total ( $ )

Jonathan P. Foster	2024	$	50,000	(2)	$	-	$	50,000

David Robins	2024	$	8,333	(3)	$	-	$	8,333

Christopher Capelli	2024	$	8,333	(3)	$	116,980	$	125,313

	As of July 22, 2024
	Shares beneficially owned			Percent of Class
Name of Beneficial Owner
Executive officers and directors:

Lori Bisson		347,300	(1)		1.5	%
Dr. Robert Schwartz		715,269			3.1	%
Landy Toth		2,026,280			8.8	%
Walter Klemp		3,015,000			13.1	%
Jonathan P. Foster		731,250			3.2	%
Christopher Capelli *		75,000	(1)		*
David Robins		531,596	(2)		2.3	%
Trent Smith *		75,000			*
Brad Hauser *		-			*

All Executive Officers and Directors as a group (9 persons)		7,516,695			32.0	%

5% Shareholders:
BioStar Ventures III, L.P.		2,416,305	(3)		10.5	%

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights ( a )		Weighted-average exercise price of outstanding options, warrants and rights ( b )		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) ( c )

Equity compensation plans approved by security holders (1)		2,003,600	$	2.33		1,996,400

Equity compensation plans not approved by security holders (2)		79,765	$	5.18		-

	2023		2024
Audit Fees	$	421,908	$	221,550
Audit-related fees		-		-
Tax fees		-		6,825
All other fees		-		-

Total	$	421,908	$	228,375

Exhibit Number		Description of Document

31.3		Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

31.4		Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Date: July 26, 2024	By:	/s/ BRAD HAUSER
		Brad Hauser Chief Executive Officer and President (Principal Executive Officer)

Date: July 26, 2024		/s/ TRENT SMITH
		Trent Smith Chief Financial Officer (Principal Financial and Accounting Officer)

Amendment: SEC Form 10-K/A filed by Autonomix Medical Inc.