amix20250331_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, 2025

☐	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	48	Chief Executive Officer and President
Dr. Robert Schwartz	74	Chief Medical Officer
Landy Toth	48	Chief Technology Officer
Trent Smith	56	Chief Financial Officer
Walter V. Klemp	66	Executive Chairman
Lori Bisson	55	Vice Chair and Director
Jonathan P. Foster	61	Director
David Robins	56	Director
Christopher Capelli	65	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 ( $ )

Brad Hauser - Chief Executive Officer and President (3)	2025		356,250		202,350		1,103,961		-		1,662,561

Lori Bisson - Vice Chair (4)	2025		210,000		93,813		355,285		-		659,098
	2024		225,000		150,000		1,468,725		17,505		1,861,230

Dr. Robert Schwartz, Former Chief Executive Officer and current Chief Medical Officer (5)	2025		100,000		33,250		247,861		-		381,111
	2024		100,000		35,000		-		-		135,000

Landy Toth - Chief Technology Officer (6)	2025		147,917		-		165,241		-		313,158
	2024		187,500		-		-		-		187,500

Trent Smith - Chief Financial Officer (7)	2025		295,000		108,300		214,831		-		618,131
	2024		159,375		74,250		673,783		18,114		925,522

Walter Klemp - Executive Chair (8)	2025		160,417		-		165,241		-		325,658
	2024		200,000		-		-		-		200,000

	(3)	Mr. Hauser joined the Company on June 17, 2024. For fiscal year 2025, Mr. Hauser's annual base salary was $450,000.

	(4)	Ms. Bisson joined the Company on July 1, 2023. Ms. Bisson’s annual base salary was $300,000. Ms. Bisson's annual base salary was increased to $375,000 on February 1, 2024. Ms. Bisson's annual base salary was decreased to $150,000 on June 17, 2024 upon transitioning from Chief Executive Officer to Vice Chair.

	(5)	Mr. Schwartz took a voluntary pay reduction as follows: $50,000 effective April 2025 (fiscal year 2026), which will result in Mr. Schwartz' annual salary being $50,000 on a go-forward basis.

	(6)	Mr. Toth took voluntary pay reductions as follows: $50,000 in fiscal year 2025 and $87,500 effective April 2025 (fiscal year 2026), which will result in Mr. Toth's annual salary being $50,000 on a go-forward basis.

	(7)	Mr. Smith joined the Company on July 24, 2023. For fiscal year 2024, Mr. Smith’s annual base salary was $225,000. For fiscal year 2025, Mr. Smith's base salary was increased to $285,000 on February 1, 2024. In June 2024, Mr. Smith received a retroactive salary payment of $20,000. This payment covered the period February 1, 2024 through May 31, 2024. As such, $10,000 applied to fiscal year 2024 and $10,000 applied to fiscal year 2025.

	(8)	Mr. Klemp took voluntary pay reductions as follows: $50,000 in fiscal year 2025 and $100,000 effective April 2025 (fiscal year 2026), which will result in Mr. Klemp's annual salary being $50,000 on a go-forward basis.

			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

Brad Hauser - Chief Executive Officer	06/17/24			-		45,000		27.00	06/17/34

Lori Bisson - Vice Chair	06/21/24			-		18,862		26.56	06/21/34
	06/30/23			20,423		26,257		40.00	06/30/33

Dr. Robert Schwartz, Chief Medical Officer		06/21/24		-		13,159		26.56		06/21/34

Landy Toth - Chief Technology Officer		06/21/24		-		8,773		26.56		06/21/34

Trent Smith - Chief Financial Officer	06/21/24			-		11,405		26.56	06/21/34
	07/24/23			5,313		15,937		40.00	07/24/33

Walter Klemp - Executive Chairman		06/21/24		-		8,773		26.56		06/21/34

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

Jonathan P. Foster	2025		68,750	$	-		68,750

David Robins	2025		60,000	$	-		60,000

Christopher Capelli	2025		56,250	$	-		56,250

	As of June 30, 2025
	Shares beneficially owned (1)			Percent of Class
Name of Beneficial Owner
Executive officers and directors:

Brad Hauser		11,250			*
Lori Bisson		32,779			*
Dr. Robert Schwartz		39,055			*
Landy Toth		103,508			2.6	%
Walter Klemp		152,943			3.8	%
Jonathan P. Foster		36,563			*
Christopher Capelli		3,750			*
David Robins		26,582	(2)		*
Trent Smith		11,914			*

All Executive Officers and Directors as a group (9 persons)		418,343			10.2	%

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)		171,483	$	38.91		75,633

Equity compensation plans not approved by security holders (2)		75,988	$	22.48		-

	2025		2024
Audit fees	$	505,386	$	221,550
Audit-related fees		-		-
Tax fees		61,110		6,825
All other fees		-		-

Total	$	566,496	$	228,375

Date: July 28, 2025	By:	/s/ BRAD HAUSER
		Brad Hauser Chief Executive Officer and President (Principal Executive Officer)

Exhibit Number		Description of Document

3.1		Amended and Restated Certificate of Incorporation of Autonomix Medical, Inc. (incorporated by reference from exhibit 2.1 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

3.2		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 (incorporated by reference from exhibit 3.1 of the Form 8-K filed October 28, 2024)

3.3		Amended and Restated Bylaws of Autonomix Medical, Inc. (incorporated by reference from exhibit 2.2 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

4.1		Form of Warrant Agreement issued in SAFE offering (incorporated by reference from exhibit 3.1 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

4.2		Form of Selling Agent Warrant (incorporated by reference from exhibit 3.2 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

4.3		Form of Pre-Funded Warrant issued in November 2024 offering (incorporated by reference from exhibit 4.1 of the Form 8-K filed November 25, 2024)

4.4		Form of Series A Warrant issued in November 2024 offering (incorporated by reference from exhibit 4.2 of the Form 8-K filed November 25, 2024)

4.5		Form of Representative’s Warrant issued in November 2024 offering (incorporated by reference from exhibit 4.4 of the Form 8-K filed November 25, 2024)

4.6		Warrant Agency Agreement, dated November 22, 2024, with Equity Stock Transfer, LLC (incorporated by reference from exhibit 4.3 of the Form 8-K filed November 25, 2024)

4.7		Description of the Company's Securities (incorporated by reference from exhibit 4.7 of the Form 10-K filed May 29, 2025)

10.1**		Employment Letter dated January 4, 2022 between the Company and Robert Schwartz (incorporated by reference from exhibit 6.1 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.2**		Amended and Restated Consulting Agreement effective January 4, 2022 between the Company and Landy Toth (incorporated by reference from exhibit 6.2 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.3**		Employment Agreement between the Company and Lori Bisson dated June 30, 2023 (incorporated by reference from exhibit 6.3 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.4**		Employment Agreement between the Company and Trent Smith dated July 24, 2023 (incorporated by reference from exhibit 6.4 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.5**		Autonomix Medical, Inc. 2023 Stock Plan, as amended and restated (incorporated by reference from exhibit 6.5 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.6		Form of Indemnification Agreement with Executive Officers and Directors of the Company (incorporated by reference from exhibit 6.6 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.7		Form of Lock-Up Agreement to be entered into between the Company and its officers and directors (incorporated by reference from exhibit 6.7 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.8+		Exclusive License Agreement dated December 21, 2021 between Autonomix Medical, Inc. and Impulse Medical, Inc. (incorporated by reference from exhibit 6.8 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.9		Exclusive License Termination Agreement dated July 7, 2023 between Autonomix Medical, Inc. and Impulse Medical, Inc. (incorporated by reference from exhibit 6.9 of the Form 1-A POS, file number 024-12296, filed January 19, 2024)

10.10**		Employment Agreement between Brad Hauser and Autonomix Medical, Inc. dated June 17, 2024. (incorporated by reference from exhibit 10.1 of the Form 8-K filed June 17, 2024)

10.11**		Employment Agreement between Lori Bisson and Autonomix Medical, Inc. dated June 17, 2024. (incorporated by reference from exhibit 10.2 of the Form 8-K filed June 17, 2024)

10.12		License Agreement between Autonomix Medical, Inc. and RF Innovations, Inc. (incorporated by reference from exhibit 10.1 of the Form 8-K filed July 15, 2024)

10.13**		Non-Employee Director Compensation Plan (incorporated by reference from exhibit 10.2 of the Form 10-Q filed November 8, 2024)

10.14		Underwriting Agreement, dated November 22, 2024, with Ladenburg Thalmann & Co. Inc. (incorporated by reference from exhibit 1.1 of the Form 8-K filed November 25, 2024)

10.15		At Market Issuance Sales Agreement, dated February 28, 2025, by and between Autonomix Medical, Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference from exhibit 1.1 of the Form 8-K filed February 28, 2025)

19		Autonomix Medical, Inc. Insider Trading Policy (incorporated by reference from exhibit 19 of the Form 10-K filed May 29, 2025)

23.1		Consent of Forvis Mazars, LLP (incorporated by reference from exhibit 23.1 of the Form 10-K filed May 29, 2025)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended (incorporated by reference from exhibit 31.1 of the Form 10-K filed May 29, 2025)

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended (incorporated by reference from exhibit 31.2 of the Form 10-K filed May 29, 2025)

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

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from exhibit 32.1 of the Form 10-K filed May 29, 2025)

32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(incorporated by reference from exhibit 32.2 of the Form 10-K filed May 29, 2025)

97		Autonomix Medical, Inc. Restatement Recoupment Policy (incorporated by reference from exhibit 97 of the Form 10-K filed May 31, 2024)

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

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

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