Autonomix Medical Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

false 0001617867 0001617867 2025-10-30 2025-10-30

 

 

 

 

 

 

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

 

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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):

 

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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).

 

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On October 30, 2025, Autonomix Medical, Inc. (the “Company”) held its annual meeting of stockholders (the "Annual Meeting”). The number of shares of common stock that voted on matters presented at the Annual Meeting was 2,871,639, representing approximately 48% of the 5,941,992 shares common stock outstanding as of the September 8, 2025, the record date for the Annual Meeting (the “Record Date”), which represented a quorum to transact business at the Annual Meeting.

 

Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.

 

The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2025 (the “Proxy Statement”) and are incorporated herein by reference.

 

Proposal 1. To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.

 

 

Proposal 2. To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2026.

 

 

Proposal 3. To approve an amendment to the Company's amended and restated certificate of incorporation to grant our Board of Directors authority to affect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-25 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of this Annual Meeting.

 

 

Proposal 4. To approve the amended and restated 2023 Equity Incentive Plan.

 

 

Proposal 5. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC.

 

 

 

 

(d) Exhibits

 

 

 

 

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.

 

 

 

 

 

 

Dated: November 3, 2025