amix20250630

amix20250630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

☐	TRANSITION 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

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Exchange 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

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 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.

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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of the Company's outstanding common stock as of August 5, 2025 was 5,145,697.

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Unaudited Condensed Balance Sheets as of June 30, 2025 and March 31, 2025	4
	Unaudited Condensed Statements of Operations for the three months ended June 30, 2025 and 2024	5
	Unaudited Condensed Statements of Stockholders’ Equity for the three months ended June 30, 2025 and 2024	6
	Unaudited Condensed Statements of Cash Flows for the three months ended June 30, 2025 and 2024	7
	Notes to the Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	26
Item 6.	Exhibits	26
Signatures		27

*(in thousands, except par value and share data)*	*As of*
	*June 30,*			*March 31,*
	*2025*			*2025*

Assets
Current assets:
Cash and cash equivalents	$	8,589		$	9,136
Other current assets		389			473
Total current assets		8,978			9,609
Long term assets:
Fixed assets, net		19			21
Deferred offering costs		-			176
Total long term assets		19			197

Total Assets	$	8,997		$	9,806

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	815		$	676
Accrued expenses		1,150			1,031
Total current liabilities		1,965			1,707

Total Liabilities	$	1,965		$	1,707

Commitments and contingencies (Note 4)

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively	$	-		$	-
Common stock, $0.001 par value, 500,000,000 shares authorized, 4,022,625 and 2,497,033 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively		4			2
Additional paid-in capital		60,744			58,476
Accumulated deficit		(53,716	)		(50,379	)
Total Stockholders' Equity		7,032			8,099

Total Liabilities and Stockholders' Equity	$	8,997		$	9,806

	*Three Months Ended*
	*June 30,*
(in thousands, except share and per share data)		*2025*			*2024*

Operating expenses:
Research and development	$	1,593		$	954
General and administrative		1,828			1,799

Total operating expenses		3,421			2,753

Loss from operations		(3,421	)		(2,753	)

Other income (expense):
Interest expense		-			(41	)
Interest income		84			95

Total other income (expense)		84			54

Loss before income taxes		(3,337	)		(2,699	)

Income taxes		-			-

Net loss	$	(3,337	)	$	(2,699	)

Loss per share - basic and diluted	$	(1.07	)	$	(2.20	)

Weighted average shares outstanding - basic and diluted		3,105,156			1,225,423

					*Additional*					*Total*
	*Common Stock*				*Paid-in*		*Accumulated*			*Stockholders'*
*(in thousands)*	*Shares*		*Amount*		*Capital*		*Deficit*			*Equity*

Balance March 31, 2024		943	$	1	$	46,596	$	(38,969	)	$	7,628

Net loss		-		-		-		(2,699	)		(2,699	)
Stock-based compensation		-		-		360		-			360
Issuance of common stock - warrants exercised		20		-		-		-			-

Balance June 30, 2024		963		1		46,956		(41,668	)		5,289

Balance March 31, 2025		2,497		2		58,476		(50,379	)		8,099

Net loss		-		-		-		(3,337	)		(3,337	)
Stock-based compensation		-		-		388		-			388
Issuance of common stock, net of offering costs		1,304		2		1,880		-			1,882
Issuance of common stock - warrants exercised		222		-		-		-			-

Balance June 30, 2025		4,023		4		60,744		(53,716	)		7,032

	*Three Months Ended June 30,*
*(in thousands)*	*2025*			*2024*

Cash Flows from Operating Activities:
Net loss	$	(3,337	)	$	(2,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		388			360
Depreciation and amortization expense		3			43
Changes in operating assets - decrease:
Other current assets		84			458
Changes in operating liabilities - (decrease)/increase:
Accounts payable		140			(205	)
Accrued expenses		118			191
Net cash used in operating activities		(2,604	)		(1,852	)

Cash Flows from Investing Activities:
Purchase of property and equipment		-			(5	)
Net cash used in investing activities		-			(5	)

Cash Flows from Financing Activities:
Issuance of common stock		2,121			-
Direct financing costs from issuance of common stock		(64	)		-
Net cash provided by financing activities		2,057			-

Net increase in cash and cash equivalents		(547	)		(1,857	)

Cash and cash equivalents, at beginning of period		9,136			8,608

Cash and cash equivalents, at end of period	$	8,589		$	6,751

Supplemental cash flow disclosures:
Non-cash financing activities:
Recognition of deferred financing costs associated with issuance of common stock	$	(176	)	$	-
Proceeds from cashless exercise of warrants	$	-		$	4

	*Three Months Ended June 30, 2024*
	*Originally Filed*			*Adjusted for 1-for-20 Reverse Stock Split*			*Correction*		*As Revised*

Net Loss (in thousands)	$	(2,699	)	$	-		$	-	$	(2,699	)
Loss per share - basic and diluted	$	(0.14	)	$	(2.85	)	$	0.65	$	(2.20	)
Weighted average shares outstanding - basic and diluted		18,902,248			945,382			280,041		1,225,423

			*Weighted-Average*
			*Exercise Price*
	*Warrants*		*Per Share*

Outstanding and exercisable, March 31, 2025		25,003	$	20.00
Granted		-		-
Exercised		-		-
Forfeited/Cancelled		-		-
Expired		-		-
Outstanding, June 30, 2025		25,003	$	20.00

Exercisable, June 30, 2025		25,003	$	20.00

			*Weighted-Average*
			*Exercise Price*
	*Options*		*Per Share*

Outstanding, March 31, 2025		243,483	$	32.72
Granted		5,000		1.85
Exercised		-		-
Forfeited/Cancelled		-		-
Expired		-		-
Outstanding, June 30, 2025		248,483	$	32.10

Exercisable, June 30, 2025		69,916	$	37.24

	•	the success of our ongoing and future clinical trials;
	•	competition from existing products or new products that may emerge;
	•	potential product liability claims;
	•	our dependency on third-party manufacturers to supply or manufacture our future products;
	•	our ability to obtain all parts required to manufacture our devices;

	•	our ability to establish or maintain collaborations, licensing or other arrangements;
	•	our ability and third parties’ abilities to protect intellectual property rights;
	•	liquidity and going concern;
	•	our ability to raise additional capital to adequately support future growth;
	•	our ability to attract and retain key personnel to manage our business effectively;
	•	risks associated with our identification of material weaknesses in our control over financial reporting;
	•	natural disasters affecting us, our primary manufacturer or our suppliers;
	•	our ability to establish relationships with health care professionals and organizations;
	•	general economic uncertainty that adversely affects spending on medical procedures;
	•	volatility in the market price of our stock; and
	•	potential dilution to current stockholders from the issuance of equity awards and from future capital raising activities.

	*June 30,*
			*2024*
	*2025*		*(as revised)*

Equity based warrants to purchase common shares		87,531		4,334
Convertible Notes - common shares (1)		-		33,250
Convertible Notes - equity-based warrants to purchase common shares		25,003		25,003
Stock options granted under Company's incentive plan		248,483		216,483
Series A Warrants		1,533,096		-
Representative Warrants		91,985		-

Total potentially dilutive securities		1,986,098		279,070

(1) Shares for the convertible note proceeds received

SIGNATURE	TITLE	DATE

/s/ Brad Hauser	Chief Executive Officer and President	August 13, 2025
Brad Hauser	(principal executive officer)

/s/ Trent Smith	Chief Financial Officer and Executive Vice-President	August 13, 2025
Trent Smith	(principal financial and accounting officer)

	Three Months Ended June 30,
					Change		Change
	2025		2024		( $ )		( % )
Operating expenses:
Research and development	$	1,593	$	954	$	639		67	%
General and administrative		1,828		1,799		29		2	%
Total operating expenses	$	3,421	$	2,753	$	668		24	%

Exhibit Number		Description
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		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)
3.3		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)
3.4*		Amended and Restated Bylaws of Autonomix Medical, Inc. dated August 12, 2025
4.1		Form of Inducement Warrant (incorporated by reference from exhibit 4.1 of the Form 8-K filed July 22, 2025)
10.1		Form of Inducement Letter (incorporated by reference from exhibit 10.1 of the Form 8-K filed July 22, 2025)
10.2*		Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Brad Hauser dated August 11, 2025
10.3*		Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Trent Smith dated August 11, 2025
10.4*		Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Landy Toth dated August 11, 2025
10.5*		Stock Option Cancellation and Severance Agreement between Autonomix Medical, Inc. and Robert Schwartz dated August 11, 2025
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32.1*(1)		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*(1)		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	*	Filed herewith.
	(1)	The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SEC Form 10-Q filed by Autonomix Medical Inc.