Quarterly report
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 OR ☐ 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 X 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 X 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 X Smaller reporting company X Emerging growth company X 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 X The number of shares of the Company's outstanding common stock as of February 5, 2026 was 11,409,344 . 1
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Table of Contents Autonomix Medical, Inc. Index to Unaudited Condensed Financial Statements Page PART I FINANCIAL INFORMATION Item 1. Condensed Financial Statements 3 Unaudited Condensed Balance Sheets as of December 31, 2025 and March 31, 2025 3 Unaudited Condensed Statements of Operations for the three and nine months ended December 31, 2025 and 2024 4 Unaudited Condensed Statements of Stockholders ’ Equity for the three and nine months ended December 31, 2025 and 2024 5 Unaudited Condensed Statements of Cash Flows for the nine months ended December 31, 2025 and 2024 6 Notes to the Unaudited Condensed Financial Statements 7 Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk 22 Item 4. Controls and Procedures 22 PART II OTHER INFORMATION Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Mine Safety Disclosures 24 Item 5. Other Information 24 Item 6. Exhibits 24 Signatures 25 2
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Table of Contents PART I - FINANCIAL INFORMATION Item 1. Condensed Financial Statements Autonomix Medical, Inc. Condensed Balance Sheets (Unaudited) (in thousands, except par value and share data) As of December 31, March 31, 2025 2025 Assets Current assets: Cash and cash equivalents $ 9,934 $ 9,136 Other current assets 257 473 Total current assets 10,191 9,609 Noncurrent assets: Property and equipment, net 20 21 Deferred offering costs - 176 Total noncurrent assets 20 197 Total Assets $ 10,211 $ 9,806 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 714 $ 676 Accrued expenses 936 1,031 Total current liabilities 1,650 1,707 Total Liabilities $ 1,650 $ 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 December 31, 2025 and March 31, 2025, respectively $ - $ - Common stock, $ 0.001 par value, 500,000,000 shares authorized, 11,409,344 and 2,497,033 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively 11 2 Additional paid-in capital 72,977 58,476 Accumulated deficit ( 64,427 ) ( 50,379 ) Total Stockholders' Equity 8,561 8,099 Total Liabilities and Stockholders' Equity $ 10,211 $ 9,806 See accompanying notes to the unaudited condensed financial statements. 3
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Table of Contents Autonomix Medical, Inc. Condensed Statements of Operations (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, (in thousands, except share and per share data) 2025 2024 2025 2024 Operating expenses: Research and development $ 1,724 $ 1,044 $ 5,684 $ 3,172 General and administrative 1,619 1,703 8,613 5,164 Total operating expenses 3,343 2,747 14,297 8,336 Loss from operations ( 3,343 ) ( 2,747 ) ( 14,297 ) ( 8,336 ) Other income (expense): Interest expense - ( 45 ) - ( 130 ) Interest income 82 80 248 247 Total other income, net 82 35 248 117 Loss before income taxes ( 3,261 ) ( 2,712 ) ( 14,049 ) ( 8,219 ) Income taxes - - - - Net loss $ ( 3,261 ) $ ( 2,712 ) $ ( 14,049 ) $ ( 8,219 ) Loss per share - basic and diluted $ ( 0.36 ) $ ( 1.46 ) $ ( 2.41 ) $ ( 5.72 ) Weighted average shares outstanding - basic and diluted 8,955,809 1,851,910 5,835,213 1,437,982 See accompanying notes to the unaudited condensed financial statements. 4
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Table of Contents Autonomix Medical, Inc. Condensed Statements of Stockholders' Equity (Unaudited) 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 Net loss - - - ( 2,807 ) ( 2,807 ) Stock-based compensation - - 445 - 445 Issuance of common stock 12 - 101 - 101 Issuance of common stock - warrants exercised 177 - - - - Balance September 30, 2024 1,152 1 47,502 ( 44,475 ) 3,028 Net loss - - - ( 2,712 ) ( 2,712 ) Stock-based compensation - - 418 - 418 Issuance of common shares and equity classified warrants, net of offering costs 616 - 8,972 - 8,972 Issuance of common stock - warrants exercised 695 1 - - 1 Balance December 31, 2024 2,463 $ 2 $ 56,892 $ ( 47,187 ) $ 9,707 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 Net loss - - - ( 7,450 ) ( 7,450 ) Stock-based compensation - - 138 - 138 Stock option cancellations, unamortized stock-based compensation - - 3,732 - 3,732 Issuance of common stock - warrants exercised, net of costs 1,531 1 2,253 - 2,254 Issuance of common stock, net of costs 378 1 472 - 473 Issuance of common stock for equity line of credit commitment fee 262 - 267 - 267 Balance September 30, 2025 6,194 $ 6 $ 67,606 $ ( 61,166 ) $ 6,446 Net loss - - - ( 3,261 ) ( 3,261 ) Stock-based compensation - - 2 - 2 Issuance of common stock, net of costs 713 1 859 - 860 Issuance of pre-funded warrants, net of costs - - 4,510 - 4,510 Issuance of common stock - warrants exercised 4,502 4 - - 4 Balance December 31, 2025 11,409 $ 11 $ 72,977 $ ( 64,427 ) $ 8,561 See accompanying notes to the unaudited condensed financial statements. 5
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Table of Contents Autonomix Medical, Inc. Condensed Statements of Cash Flows (Unaudited) Nine Months Ended December 31, (in thousands) 2025 2024 Cash Flows from Operating Activities: Net loss $ ( 14,049 ) $ ( 8,219 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 528 1,223 Stock option cancellations 3,732 - Depreciation and amortization expense 9 135 Issuance of common stock for equity line of credit commitment fee 267 - Issuance of common stock, net of discount for lack of marketability - 101 Changes in operating assets - decrease: Other current assets 216 675 Changes in operating liabilities - (decrease)/increase: Accounts payable 2 ( 261 ) Accrued expenses ( 95 ) 597 Net cash used in operating activities ( 9,390 ) ( 5,749 ) Cash Flows from Investing Activities: Purchase of property and equipment ( 7 ) ( 10 ) Net cash used in investing activities ( 7 ) ( 10 ) Cash Flows from Financing Activities: Gross proceeds from issuance of common stock 3,531 - Direct financing costs for issuance of common stock ( 141 ) - Gross proceeds from warrant inducement 2,546 - Direct transaction costs for warrant inducement ( 291 ) - Gross proceeds from issuance of pre-funded warrants 4,995 - Direct financing costs for issuance of pre-funded warrants ( 450 ) - Gross proceeds from issuance of common stock, pre-funded and common warrants - 10,025 Direct transaction costs for issuance of common stock, pre-funded and common warrants - ( 1,052 ) Gross proceeds from exercise of warrants 5 1 Net cash provided by financing activities 10,195 8,974 Net increase in cash and cash equivalents 798 3,215 Cash and cash equivalents, at beginning of period 9,136 8,608 Cash and cash equivalents, at end of period $ 9,934 $ 11,823 Supplemental cash flow disclosures: Non-cash financing activities: Recognition of deferred offering costs associated with issuance of common stock $ ( 176 ) $ - Warrants issued for equity issuance costs $ - $ 479 Cashless exercise of warrants $ 1 $ 39 Direct financing costs included in accounts payable $ 36 $ - See accompanying notes to the unaudited condensed financial statements. 6
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Table of Contents Autonomix Medical, Inc. Notes to the Unaudited Condensed Financial Statements Note 1 – Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies Description of the Business Autonomix Medical, Inc. ("we,” "our,” the "Company”) is a medical device company organized as a Delaware corporation on June 10, 2014. The Company is a pre-revenue, clinical stage life sciences company focused on advancing innovative technologies for sensing and treating disorders relating to the peripheral nervous system. The Company is developing a proprietary platform intended to enable real-time nerve signal detection and targeted energy delivery, with the goal of improving the precision and safety of interventional procedures addressing conditions associated with nerve dysfunction. The Company’s technology is being evaluated in clinical and pre-clinical settings and is intended for use in interventional pain management, cardiovascular and pulmonary therapeutic applications. Liquidity and Going Concern For the three and nine months ended December 31, 2025 and 2024 , the Company incurred net losses of $ 3.3 million and $ 2.7 million, respectively, and $ 14.0 million and $ 8.2 million, respectively. For the nine months ended December 31, 2025 and 2024 , the Company had net cash flows used in operating activities of $ 9.4 million and $ 5.7 million, respectively. The Company had no revenues for the three and nine months ended December 31, 2025 and 2024 , respectively, and an accumulated deficit of $ 64.4 million, working capital of $ 8.5 million and cash of $ 9.9 million as of December 31, 2025 . The Company does not expect to generate positive cash flows from operating activities in the near future. The Company estimates its current cash resources are sufficient to fund its operations into but not beyond the third calendar quarter of 2026. The Company recognizes it will need to raise additional capital to continue to execute its business plan, including obtaining regulatory clearance for its products currently under development and commercializing and generating revenues from products under development. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company. A failure to raise sufficient capital, generate sufficient product revenues, control expenditures and regulatory matters, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. If the Company is unable to raise sufficient additional funds, it will have to scale back its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Basis of Presentation The accompanying condensed interim financial statements are unaudited. These unaudited condensed interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by generally accepted accounting principles in the United States of America ("GAAP”) for complete financial statements. The Company’s fiscal year end is March 31 st . These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended March 31, 2025 as found in the Annual Report in the Company's Form 10 -K filed with the SEC on May 29, 2025. In the opinion of management, the unaudited condensed interim financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position, results of operations and cash flows for the quarterly and year-to-date periods, as applicable. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The March 31, 2025 audited condensed balance sheet included herein was derived from the audited financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. Use of Estimates in Financial Statement Presentation The preparation of these unaudited condensed interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company's significant estimates and assumptions include work performed but not yet billed by contract manufacturers, engineers and research organizations and the valuation of equity related instruments. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Some of these judgments can be subjective and complex, and, consequently, actual results could differ from those estimates. 7
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Table of Contents Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less at the date of acquisition to be cash equivalents. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250 thousand. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Offering and Financing Costs Offering costs consist of professional costs incurred through the balance sheet date that are direct and incremental related to the Company’s equity financing activities. Specifically, offering costs were incurred during the Company’s ATM Agreement, and subsequent increase, Inducement Letter, and Purchase Agreement . The Company includes offering costs in additional paid-in capital, to the extent there is sufficient cash proceeds, upon completion of the sale of equity. Costs associated with salaries and other period costs are expensed as incurred. Property and Equipment Property and equipment (comprised of computer and information technology equipment) are stated at historical cost and depreciated on a straight-line basis over their estimated useful lives, generally three years. Upon disposition of the assets, the costs and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations. Convertible Notes For the period ended March 31, 2025 , the Company evaluated embedded redemption, conversion and other features within its debt to determine whether any embedded features should be bifurcated from the host instrument and accounted for as a derivative at fair value, with changes in fair value recorded in the condensed statements of operations. The Company’s debt was carried on the condensed balance sheets on a historical cost basis, net of unamortized discounts and premiums, because the Company did not elect the fair value option of accounting. Costs associated with acquiring debt, including detachable warrants issued in connection with the financing, were capitalized as a debt discount. The debt discount was presented in the condensed balance sheets, in prior year periods, as a direct deduction from the carrying amount of the debt liability. The costs were amortized over the estimated contractual life of the related debt instrument using the effective interest method and were included in interest expense in the condensed statements of operations. In addition, since the instruments included a substantive conversion feature as of time of issuance, the issuance of equity securities to settle the outstanding notes with the conversion were accounted for as a contractual conversion with no gain or loss recognized related to the equity securities issued to settle the instrument. See Note 2 - Convertible Notes Payable for additional information. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be receiv ed for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three -level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value and require significant judgment and estimation. 8
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Table of Contents Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. While the Company believes that its valuation methods are appropriate, the Company recognizes that the use of different methodologies or assumptions to determine the fair value could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values are the probability weighting of the different settlement outcomes used. The Company did not have any assets or liabilities measured at fair value as of December 31, 2025 and March 31, 2025 . The Company accounted for the Purchase Agreement as a derivative asset measured at fair value on an on-going basis. At inception and as of December 31, 2025 , the fair value of the derivative asset generated from the Purchase Agreement is $ 0 . The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, approximate fair value due to the relatively short period to maturity for these instruments. Related Parties The Company follows Accounting Standards Codification ("ASC") 850, Related Party Disclosures , for the identification of related parties and disclosure of related party transactions. See further discussion in Note 5 below on this matter. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. As of December 31, 2025 and March 31, 2025 the Company determined a full valuation allowance was required to offset its deferred tax assets as a result of recurring operating losses. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740 - 10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. As of December 31, 2025 and March 31, 2025 the Company had no uncertain tax positions. The Company does not expect to pay any significant federal, state, or foreign income taxes in its fiscal year 2026 (ending March 31, 2026) as a result of the losses recorded during the nine months ended December 31, 2025 and the additional losses expected for the remainder of its fiscal year 2026 and cumulative net operating loss carryforwards. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. The Company recorded no income tax provision for the three and nine months ended December 31, 2025 and 2024 , respectively. The effective tax rate for the three and nine months ended December 31, 2025 and 2024 is zero. The Company estimates its annual effective tax rate at the end of each quarterly period. Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowance could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections. Stock-based Compensation Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. For awards with a performance condition, compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the Company had paid cash for the goods or services. The Company estimates the fair value of options and equity classified warrants granted using an options pricing model. Expense is recognized within general and administrative and research and development expenses and forfeitures are recognized as they are incurred. 9
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Table of Contents Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") ASC 480, Distinguishing Liabilities from Equity ("ASC 480” ) and ASC 815, Derivatives and Hedging ("ASC 815” ). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require "net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using a Black-Scholes pricing model or a Monte Carlo simulation. Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, which includes shares issuable for little to no consideration upon the exercise of certain equity-classified warrants. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Generally, the Company's warrants issued to investors in connection with capital transactions are participating securities as the holders receive the right to participate pro rata in distributions, but they are not obligated to fund losses. In periods of loss, since no income is allocated to these securities, the Company's use of the "treasury stock method" derives the same result. The dilutive effect of convertible securities is calculated using the "if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented. As of December 31, 2025 and 2024 , dilutive securities that were not included in the calculations of the loss per common share because they would be anti-dilutive included the following: December 31, 2025 2024 Equity based warrants to purchase common shares 4,334 87,531 Convertible Notes - common shares (1) - 33,250 Bridge Financing Warrants 25,003 25,003 Stock options granted under Company's incentive plan 13,500 235,983 Series A warrants 55,500 1,533,096 Series B warrants 1,477,596 - Representative warrants 180,641 91,985 Series C warrants 9,003,332 - Total potentially dilutive securities 10,759,906 2,006,848 (1) Shares for the convertible note proceeds received Research and Development Costs Research and development costs are expensed as incurred. Advertising It is the Company's policy to expense advertising costs as incurred. Advertising expenses are included within general and administrative expenses within the statement of operations. For the three and nine months ended December 31, 2025 , the Company recorded no advertising expenses. For the three and nine months ended December 31, 2024 , the Company recorded $ 0 and less than $ 0.1 million, respectively, of advertising expenses. 10
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Table of Contents JOBS Act Accounting Election The Company qualifies as an emerging growth company ("EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an early-stage company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources in assessing performance. Management has determined that the Company operates in one reportable segment, which is advancing the development of innovative technologies for sensing and treating disorders relating to the nervous system. The Company is initially focused on developing the technology for patients with pancreatic cancer, however, the Company believes the technology constitutes a platform with the potential to address several indications, including chronic pain management, hypertension, cardiovascular disease and a wide range of other nerve-related disorders. The Company's CODM is its Chief Executive Officer. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance based on net loss, which is reported on the Statements of Operations. The measure of segment assets is reported on the balance sheet as total assets. To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances its' technology through all stages of development and clinical trials and, ultimately, seeks regulatory approval. As such, the CODM primarily evaluates performance of the Company using various financial metrics, including the combined net income (loss) from operations, also shown on the Statements of Operations, forecasted cash expenditures and existing and forecasted cash balances. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of segment performance and allocation of resources. All of the Company's assets are located in the United States. The significant expense categories within net loss from operations that the CODM regularly reviews are expenses related to research and development, general and administrative, and depreciation and amortization. The significant expense categories and subcategories are reported on the Statements of Operations. Other expenses included in the Company’s net loss include other income (expense), interest income, net, and any additional non-operating expenses that are reported in the Statements of Operations. Recent Accounting Pronouncements In December 2025, the FASB issued ASU 2025 - 12 Codification Improvements : The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. An entity should apply the amendments in this update (except for the amendments to Topic 260, Earnings Per Share) using one of the following transition methods: 1. Prospectively to all transactions recognized on or after the date that the entity first applies the amendments 2. Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity may elect the transition method on an issue-by-issue basis. For the amendments in this update to Topic 260, an entity should apply the amendments retrospectively to each prior reporting period presented in the period of adoption. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures. In December 2025, the FASB issued ASU 2025 - 11 Interim Reporting (Topic 270 ): Narrow-Scope Improvements : The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities. Early adoption is permitted for all entities. The amendments in this update can be applied either ( 1 ) prospectively or ( 2 ) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures. In November 2024 and January 2025, the FASB issued ASU 2024 - 03 and ASU 2025 - 01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) : Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments to the standards are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after December 15, 2024. The Company is currently evaluating the new guidance to determine the impact it may have on its financial statements and related disclosures. There are no other effective pronouncements, or pronouncements issued but not yet effective, if adopted, that management believes would have a material effect on the accompanying financial statements. 11
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Table of Contents Note 2 – Convertible Notes Payable On September 9, 2023, the Company's Board authorized an offering of up to $ 2.0 million in unsecured, non-interest-bearing convertible promissory notes (the "Notes”) and accompanying warrants (the "Bridge Financing Warrants”) (collectively, the "Bridge Offering”) which Notes were to mature on December 31, 2025. The Notes provided that, on the closing date of the IPO, the outstanding principal would be automatically converted into common stock at the conversion price of $ 40.00 . Each dollar in principal amount of Notes purchased was accompanied by a five -year Bridge Financing Warrant to purchase approximately 0.0125 shares of common stock with an exercise price of $ 20.00 per share. The Company recorded the Bridge Financing Warrants as a discount to the Notes. The Bridge Financing Warrants can be exercised from the date of Notes issuance through the five -year anniversary of the issuance of the Notes. The Note holders were not permitted to convert their Notes when the holders or any of their affiliates would beneficially own in excess of 4.99 % of the Company’s common stock after such conversion. The Company received proceeds of $ 2.0 million of Notes from the Bridge Offering. The Company’s effective interest rate for the Notes was 15.3 % due to the amortization of the discount stemming from the issuance of the Bridge Financing Warrants. On January 26, 2024, the Company consummated its initial public offering ("IPO”). In connection with the closing of the IPO, a portion of the Notes were converted into 16,750 shares of common stock. Upon the closing of the IPO, certain Notes that were to be automatically converted according to their terms into common stock were not converted due to restrictions on the holders of the Notes or any of their affiliates beneficially owning in excess of 4.99 % of the Company's common stock after such conversion. The remaining portion of the Notes were converted into 33,250 shares of common stock in March 2025 . Warrants - Convertible Promissory Notes From September to December 2023, the Company issued the Notes with the detachable Bridge Financing Warrants. The Company utilized a Monte Carlo simulation model to determine the fair value of each Bridge Financing Warrant. The key inputs to the Monte Carlo simulation used to determine the fair value of each warrant include, the Company’s stock price fair value which was determined through a back solve calculation such that the stock price results in the average total value of the Notes and the Bridge Financing Warrants being equal to the cash proceeds received, volatility based on a selection of publicly held peer companies of 101.88 %, expected term of 5 years, risk free rate of 4.40 %, discount rate of 20.00 % and a discount for lack of marketability of 15.77 %. During the three and nine months ended December 31, 2025 , the Company recorded no interest expense. During the three and nine months ended December 31, 2024 , the Company recorded less than $ 0.1 million and $ 0.1 million, respectively, in interest expense related to the amortization of the debt discount. The following table presents a summary of activity for the Bridge Financing Warrants issued in connection with the Notes: Weighted-Average Exercise Price Warrants Per Share Outstanding and exercisable, March 31, 2025 25,003 $ 20.00 Outstanding and exercisable, December 31, 2025 25,003 $ 20.00 Note 3 – Equity On November 29, 2023, the Company’s Board and applicable shareholders approved an amendment to the Company’s certificate of incorporation that increased the authorized shares to 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $ 0.001 per share. The specific rights of the preferred stock shall be determined by the Board. Preferred Stock As of December 31, 2025 , the Company had no shares of preferred stock outstanding. 12
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Table of Contents Restricted Stock On February 15, 2024, the Company issued 1,750 restricted shares of common stock to the Company's marketing consultant at the closing price of $ 76.00 of the Company's common stock. The total value of these shares was $ 133,000 . These shares vested monthly over a 12 -month period beginning on the issue date. The following table summarizes stock-based compensation related to restricted stock as follows: Three Months Ended December 31, 2025 2024 Recognized in general and administrative expense $ — $ 33,250 Total $ — $ 33,250 Nine Months Ended December 31, 2025 2024 Recognized in general and administrative expense $ — $ 99,750 Total $ — $ 99,750 As of December 31, 2025 , there was no unrecognized stock-based compensation expense related to restricted stock. Common Stock On February 28, 2025, the Company entered into an At Market Issuances Sales Agreement (the "ATM Agreement") with Ladenburg, Thalmann & Co. Inc. (the "Agent"). Pursuant to the terms of the ATM Agreement, the Company was initially able to sell from time to time through the Agent, as sales agent or principal, shares of its common stock with an initial aggregate sales price of up to $ 2.1 million. On August 25, 2025, the Company increased the aggregate sales price of shares of its common stock that may be sold pursuant to the ATM Agreement by $ 1.4 million. As of December 31, 2025, the revised aggregate sales price of shares that may be sold under the ATM Agreement was $ 3.5 million. As of December 31, 2025, the Company sold 2,386,216 shares for net proceeds of approximately $ 3.4 million. The Company paid offering costs of $ 0.1 million. On August 25, 2025, the Company entered into a purchase agreement (the "Purchase Agreement”) with Lincoln Park Capital Fund, LLC ("Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell up to $ 15.0 million in shares of the Company’s common stock. The Company's net proceeds under the Purchase Agreement will depend on i) the frequency of sales; ii) the number of shares sold; and iii) the prices at which we sell shares to Lincoln Park. The Company also issued 261,932 shares of Company common stock (the "Commitment Shares”) to Lincoln Park in consideration for its commitment to purchase shares of Company common stock under the Purchase Agreement from time to time at the Company’s direction. As of December 31, 2025, the Company has sold 10,000 shares of the Company's common stock under the Purchase Agreement. The Company paid transaction expenses of $ 0.3 million. Stock Plan and Stock Options In June 2023, the Company adopted, and the Company’s shareholders approved, the Autonomix Medical, Inc. 2023 Stock Plan (the "Plan”). The Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards and stock unit awards to key employees, non-employee directors, and consultants, subject to certain individual threshold limitations. The Plan initially provided for up to 200,000 shares to be issued, subject to adjustments as provided in the Plan. Shares that are surrendered because of forfeiture, expiration, termination, or cancellation are available for re-issuance. In August 2023, the Plan was amended to allow for an automatic increase of the available shares for issuance, whereby on the 1st of each fiscal year, beginning on April 1, 2024 and ending on (and including) April 1, 2033 in an amount equal to five percent ( 5 %) of the total number of shares of the Company's common stock outstanding on the March 31st immediately preceding the applicable date. However, the Board may act prior to the automatic increase of a given year to provide that there will be no increase for such year, or that the increase for such year will be a lesser number of shares of the Company's common stock. On April 1, 2024 and 2025, the Plan was increased by 47,116 and 124,852 shares, respectively. In July 2025, the Company entered into stock option cancellation agreements with certain employees to cancel an aggregate of 57,331 stock options. Employees that elected to cancel their stock options were granted severance agreements for three, six or nine months of their base salary (under certain conditions). On August 11, 2025, the Company entered into stock option cancellation agreements with Board members and certain officers of the Company to cancel an aggregate of 177,652 stock options. The Company's Board members included Mr. Walter Klemp, Executive Chairman of the Board; Ms. Lori Bisson, Executive Vice Chairman of the Board; and Mr. Chris Capelli, Director, respectively, and included amounts of 8,773; 65,542; and 3,750, respectively. The Company's officers included Mr. Brad Hauser, Chief Executive Officer and President; Mr. Landy Toth, Chief Technology Officer; Mr. Robert Schwartz, Chief Medical Officer; and Mr. Trent Smith, Chief Financial Officer, respectively, and included amounts of 45,000; 8,773; 13,159; and 32,655, respectively. Mr. Hauser was granted three months of his base salary, in addition to the twelve months of his base salary per his July 17, 2024 employment agreement. Mr. Toth and Mr. Schwartz were granted severance agreements that amounted to nine months of their base salary. Mr. Smith was granted three months of his base salary, in addition to the nine months of his base salary per his July 24, 2023 employment agreement. For the nine months ended December 31, 2025 , as a result of the cancellation, the Company accelerated the recognition of $ 3.7 million of stock-based compensation expense. In exchange for the cancellation of the stock options, the Company entered into severance agreements with the certain employees, Board members and officers of the Company to provide the terms and conditions that would govern salary and benefits in the event of any future reductions in force. This was accounted for as a repurchase for no consideration. The following table summarizes the stock option activity for the nine months ended December 31, 2025 : Weighted-Average Exercise Price Options Per Share Outstanding, March 31, 2025 243,483 $ 32.72 Granted 5,000 1.85 Forfeited ( 234,983 ) 33.67 Outstanding, December 31, 2025 13,500 $ 4.75 Exercisable, December 31, 2025 1,000 $ 40.00 13
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Table of Contents During the nine months ended December 31, 2025 , the Company granted options to purchase 5,000 shares of common stock with a contractual term that vests annually over four years on the anniversary date. The options had an aggregate grant date fair value of approximately $ 9 thousand that was calculated using the Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: ( 1 ) fair value of common stock on the measurement date; ( 2 ) discount rate ranging of 4.06 % based on the daily yield curve rates for U.S. Treasury obligations, ( 3 ) expected life of 6.25 years based on the simplified method (vesting plus contractual term divided by two ) and ( 4 ) expected volatility of 139 % based on the historical volatility of comparable companies' stock. All options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at December 31, 2025 was less than $ 0.1 million. During the three and nine months ended December 31, 2025 , the Company recorded stock-based compensation - option expense of $ 0 and $ 3.6 million, respectively, in general and administrative expense and less than $ 0.1 million and $ 0.6 million, respectively, in research and development expense. The amounts during these periods include the recognition of the remaining unamortized stock-based compensation - option expense related to the stock option cancellation agreements stated above. During the three and nine months ended December 31, 2024 , the Company recorded stock-based compensation - option expense of $ 0.3 million and $ 1.0 million, respectively, in general and administrative expense and less than $ 0.1 million and $ 0.2 million, respectively, in research and development expense. License Agreement On July 10, 2024, the Company entered into a license agreement with RF Innovations, Inc. ("RFI”), a privately held medical technology company, to license products utilizing RFI’s intellectual property related to its Apex 6 Radiofrequency Generator (the "Licensed Products”). The Apex 6 Generator is a United States Food and Drug Administration ("FDA”) cleared ablation technology designed to lesion neural tissue for pain management in the peripheral nervous system. Pursuant to the agreement, RFI granted us a perpetual non-exclusive worldwide royalty free fully paid license related to the Licensed Products, provided that the license did not include the right to sell certain products to customers for the treatment of spine pain. In connection with the agreement, the Company issued RFI 12,500 shares of its common stock as consideration for the license. The Company determined that the fair value of the shares granted was $ 0.1 million, which represented its stock price on the date of the agreement less a 25.6 % discount for lack of marketability ("DLOM”). The Company concluded a DLOM was appropriate as the shares were subject to an initial lock-up period of six months followed by restrictions that allow for a maximum of 10 % of total shares to be sold within a 30 -day period. The DLOM effectively reflects the value of an average strike put option relative to the Company's stock price and was calculated based on the Finnerty average put model. The Company concluded that the licensed technology qualified as a research and development expense pursuant to ASC Topic 730, Research and Development , as the Company does not have an alternative future use for the technology and the Company does not have a plan to otherwise monetize the Licensed Products. The agreement provides RFI the right to terminate the license if we breach any representation, warranty or covenant contained in the agreement, subject to any relevant cure periods, or if we are subject to a bankruptcy or insolvency event. Offering Agreement On November 22, 2024, the Company entered into an Underwriting Agreement (the "Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the several underwriters (the "Underwriters”), in connection with a firm commitment underwritten public offering (the "November 2024 Offering”) of: (i) 458,691 common units (the "Common Units”), each Common Unit consisting of one share of Company common stock and one series A warrant to purchase one share of common stock (the "Series A Warrants”); and (ii) 917,596 pre-funded units (the "Pre-Funded Units”) and together with the Common Units, the "Units", each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of common stock (the "Pre-Funded Warrant”) and one Series A Warrant. The purchase price of each Common Unit was $ 6.540 , and the purchase price of each Pre-Funded Unit was $ 6.539 . In addition, the Company granted the Underwriters a 45 -day option to purchase an additional 206,422 shares of common stock, and/or an additional 206,422 Series A Warrants, solely to cover over-allotments, if any. The Pre-Funded Warrants had an exercise price of $ 0.001 per share and were immediately exercisable. The Series A Warrants had an exercise price of $ 6.540 per share, were immediately exercisable and may be exercised at any time until the five -year anniversary of the date of issuance. Both the Pre-Funded Warrants and the Series A Warrants are subject to a beneficial ownership limitation of 4.99 %. The November 2024 Offering closed on November 25, 2024. On November 22, 2024, the Underwriters partially exercised their over-allotment option with respect to 156,809 shares of common stock and 156,809 Series A Warrants. Under the terms of the Underwriting Agreement, the Underwriters received an underwriting discount of 8.0 % to the public offering price for the Units. The Company also issued to the representative of the Underwriters (the "Representative") Representative's Warrants to purchase up to 91,985 shares of common stock. The aggregate gross proceeds to the Company, including the partial exercise of the over-allotment option, were approximately $ 10.0 million, before deducting underwriting discounts and other expenses by the Company of $ 1.5 million, including $ 0.5 million of non-cash expenses. The net cash proceeds to the Company were approximately $ 9.0 million. The Pre-Funded Warrants have an exercise price of $ 0.001 per share, are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, subject to a beneficial ownership limitation of 4.99 %. The Series A Warrants have an exercise price of $ 6.540 per share and may be exercised at any time until the five -year anniversary of the date of issuance, subject to a beneficial ownership limitation of 4.99 %. The Pre-Funded Warrants and Series A Warrants were issued pursuant to a Warrant Agency Agreement between the Company and Equity Stock Transfer, LLC. The Series A Warrants and the Representative’s Warrants, largely have the same terms and conditions, except the Representative’s Warrants were not exercisable until May 21, 2025 and are subject to a 180 -day lock-up prior to being transferable. The Series A Warrants and Representative’s Warrants may, at the option of the holder be settled upon a change of control at the Black-Scholes value, as defined in the agreement. Upon a change of control the holder may receive cash, other assets or shares of the successor entity, depending on the specific nature of the change of control transaction and the settlement options afforded to the holders of common stock. The Company analyzed the Pre-Funded Warrants, the Series A Warrants, and the Representative’s Warrants (collectively the "Offering Warrants”) in accordance with ASC Topic 480, Distinguishing Liabilities from Equity and ASC Topic 815, Derivatives and Hedging. Management concluded that the Offering Warrants meet all the requirements for equity classification. Since the Offering Warrants meet the requirements for equity classification and the Offering represents an arms-length cash transaction, the Common Units and Pre-Funded Units were recorded in equity based on the proceeds received, net of issuance costs. At issuance the Pre-Funded Warrants had a fair value of $ 6.3290 per share, which represented the common stock issuance price less the $ 0.001 exercise price. At issuance, the Series A Warrants and the Representative’s Warrants had a fair value of $ 5.3597 and $ 5.2125 per share, respectively, which was determined using a Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: ( 1 ) fair value of common stock on the measurement date; ( 2 ) discount rate of 4.17 % based on the daily yield curve rates for U.S. Treasury obligations, ( 3 ) the contractual term of the warrants and ( 4 ) expected volatility of 144.15 % based on the historical volatility of comparable companies' stock. Due to the relative volume of Series A Warrants and Representative’s Warrants issued compared with the Company’s outstanding shares, the Company's stock price was adjusted for the effects of dilution. In connection with the November 2024 Offering, the Company incurred total offering costs of $ 1.5 million. This was comprised of $ 1.0 million in cash offering costs and $ 0.5 million for the fair value of the Representative’s Warrant issued. 14
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Table of Contents Equity-Based Stock Warrants November 2025 Securities Purchase Agreement On November 18, 2025, the Company entered into a Securities Purchase Agreement (the "Agreement") with an institutional investor (the "Investor”), pursuant to which the Investor purchased in a private placement: (i) pre-funded warrants to purchase 4,501,666 shares of the Company’s common stock (the "Pre-Funded Warrants”); and (ii) Series C Warrants to purchase up to an aggregate of 9,003,332 shares of the Company's common stock (the "Common Warrants”) (the "November 2025 Offering”). The Common Warrants and Pre-Funded Warrants are collectively referred to herein as the "Warrants”. The combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $ 1.1097 . Subject to certain ownership limitations, the Warrants are exercisable immediately upon issuance (the "Initial Exercise Date”). The exercise value of Pre-Funded Warrants was $ 0.001 per warrant share of the Company's common stock. The Common Warrants are exercisable into one share of the Company's common stock at a price per share of $ 0.8607 (as adjusted from time to time in accordance with the terms thereof) and expire five and one -half years from the Initial Exercise Date. The Common Warrants are immediately exercisable for cash and may be exercised on a cashless basis if, at any time after the six -month anniversary of the Initial Exercise Date, there is no registration statement registering, or the prospectus contained therein is not available for, the issuance or resale of shares of the Company's common stock underlying the Common Warrants to or by the holder. The holder of a Common Warrant is prohibited from exercising any Common Warrants to the extent that such exercise would result in the number of shares of the Company's common stock beneficially owned by such holder and its affiliates exceeding 4.99 % of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99 %. In the event of certain fundamental transactions, the holder of the Common Warrants will have the right to receive the Black Scholes Value (as defined in the Common Warrants) of its Common Warrants calculated pursuant to a formula set forth in the Common Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock. With limited exceptions, the Company has agreed not to enter into or announce any transaction for the sale of any of its equity securities or securities convertible into its equity securities for a period of 60 days from the effective date of the Registration Statement pursuant to which the resale of the shares of the Company's common stock underlying the Warrants was registered. The Company has agreed not to effect or enter into an agreement to effect any issuance of the Company's common stock or any securities convertible into or exercisable or exchangeable for shares of the Company's common stock involving a Variable Rate Transaction (as defined in the Agreement) until six months after the effective date of the Registration Statement; provided that after 60 days from the effective date of the Registration Statement, the Company will be permitted to make sales under its "at-the-market offering” sales agreement if the price per share of the Company's common stock in such transaction is greater than $ 1.1107 per share. The gross proceeds to the Company from the November 2025 Offering were approximately $ 5.0 million, before deducting the Placement Agent’s commission and fees of $450 thousand and other offering expenses of $ 36 thousand and excluding the proceeds from the exercise of the Warrants. As of December 31, 2025, all 4,501,666 of these Pre-Funded Warrants were exercised at an exercise price of $ 0.001 per warrant share for incremental proceeds of $ 4.5 thousand. At issuance the Series C Warrants had a fair value of $ 0.81 per share, respectively, which was determined using a Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: ( 1 ) fair value of common stock on the measurement date; ( 2 ) discount rate of 3.76% based on the daily yield curve rates for U.S. Treasury obligations, ( 3 ) the contractual term of the warrants and ( 4 ) expected volatility of approximately 154.8 % based on the historical volatility of the company's common stock, respectively. Due to the relative volume of Series C Warrants issued compared with the Company’s outstanding shares and trading volume, the Company's stock price was adjusted for the effects of dilution. The Company accounted for the November 2025 Offering as a capital transaction for the cash proceeds received, net of issuance costs. As a result of the application of ASC Sub-topic 815 - 40, it was determined that the Pre-Funded Warrants and Series C Warrants both met the requirements for equity classification. The proceeds from the Agreement were recorded in additional paid-in capital, net of the costs incurred. In connection with the above November 2025 Offering, on November 18, 2025, the Company entered into a placement agency agreement with Maxim Group LLC (the "Placement Agent”) (the "Placement Agreement”), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to up to 8 % of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also reimbursed the Placement Agent $ 50,000 for the Placement Agent’s expenses. The Company agreed to file a registration statement (the "Registration Statement”) registering the resale of the Common Stock underlying the Warrants, within 20 days from the date the Agreement was executed, and to use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the SEC within 60 days from the date of the Agreement (or 90 days from the date of the Agreement if the SEC reviews the Registration Statement). The Company filed a Registration Statement with the SEC on November 26, 2025, which went effective on December 11, 2025. 15
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Table of Contents July 2025 Warrant Inducement Agreement On July 21, 2025, the Company entered into warrant exercise inducement offer letters (each, an "Inducement Letter") with the holders ("Holders") of certain existing warrants issued in the November 2024 Offering to purchase up to 1,477,596 shares of the Company's common stock (the "Existing Warrants"). The Existing Warrants had an exercise price of $ 6.54 per share. Pursuant to the Inducement Letters, the Company agreed to reduce the exercise price of the Existing Warrants to $ 1.723 per share and the Holders agreed: (i) to exercise Existing Warrants to purchase 855,000 shares of Company common stock for $ 1.723 per share; and (ii) to prepay $ 1.722 per share of the reduced exercise price for Existing Warrants to purchase 622,596 shares of Company common stock in consideration of the Company further reducing the exercise price of such Existing Warrants to purchase 622,596 shares of Company common stock to $ 0.001 per share with a modified exercise term of 5.5 years. In consideration of the foregoing, the Company agreed to issue the Holders new warrants to purchase up to a number of shares of Company common stock equal to 100 % of the number of shares of Company common stock underlying the Existing Warrants, comprised of new Series B warrants to purchase up to 1,477,596 shares of Company common stock (the "Inducement Warrants” and the shares of Company common stock underlying the Inducement Warrants, the "Inducement Warrant Shares”) at $ 1.723 per share with an exercise term of 5.5 years from the initial exercise date. In addition, the Company issued 88,656 Placement Agent Warrants at $ 2.671 per share with an exercise term of 5 years. The Company received total gross proceeds of approximately $ 2.5 million, less cash expenses paid to the Placement Agent and advisors of approximately $ 0.3 million. Upon a change in control, the holder of warrants outstanding after the inducement transaction may receive cash, other assets or shares of the successor entity, depending on the specific nature of the change of control transaction and the settlement options afforded to the holders of common stock. All warrants issued or modified by the transaction meet the requirements for equity classification pursuant to ASC Sub-Topic 815 - 40. At issuance the Inducement Warrants and the Placement Agent Warrants had a fair value of $ 1.56 and $ 1.50 per share, respectively, which was determined using a Black- Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: ( 1 ) fair value of common stock on the measurement date; ( 2 ) discount rate of 3.93 or 3.88 % based on the daily yield curve rates for U.S. Treasury obligations, ( 3 ) the contractual term of the warrants and ( 4 ) expected volatility of approximately 150 % and 151 % based on the historical volatility of comparable companies' stock, respectively. Due to the relative volume of Series A Warrants and Placement Agent Warrants issued compared with the Company’s outstanding shares, the Company's stock price was adjusted for the effects of dilution. The Company accounted for the Inducement Letter as a capital transaction for the cash proceeds received, net of issuance costs. As a result of the application of ASC Sub- topic 815 - 40, the Company considered the modification of the Existing Warrants and the issuance of the Inducement Warrants to represent a cost of the capital transaction. The Company may not effect the exercise of certain Inducement Warrants, which upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the Holder (together with its affiliates) to exceed 4.99 % of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage of ownership is determined in accordance with the terms of such Inducement Warrants. Subsequent to the Inducement Letter, 622,596 modified Existing Warrants were exercised at the remaining exercise price of $ 0.001 per share. The table below reflects the Existing Warrants modification, exercise and issuance as 1,477,596 Existing Warrants exercised at a weighted average exercise price of $ 1.723 per share, which is less than the previous $ 6.54 exercise price, and 1,477,596 Inducement Warrants granted at a weighted average exercise price of $ 1.723 per share. The Company will periodically grant warrants to investors in connection with equity financing or to third -party service providers in exchange for services rendered. The following table summarizes the stock warrant activity for the nine months ended December 31, 2025 : Weighted-Average Exercise Price Warrants Per Share Outstanding, March 31, 2025 1,934,874 $ 5.886 Granted 15,071,250 0.699 Exercised ( 6,254,963 ) 0.408 Forfeited ( 961 ) 0.017 Outstanding and exercisable, December 31, 2025* 10,750,200 $ 1.140 * Amount includes 33,131 common warrants; 180,641 Representative's Warrants, 55,500 Series A Warrants, 1,477,596 Series B Warrants and 9,003,332 Series C Warrants. The unrecognized compensation expense at December 31, 2025 for warrants issued to third -party service providers was $ 0 . During the three and nine months ended December 31, 2025 , the Company recorded no stock-based compensation - warrant expense. During the three and nine months ended December 31, 2024 , the Company recorded stock-based compensation - warrant expense of less than $ 0.1 million and less than $ 0.1 million, respectively. 16
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Table of Contents Note 4 – Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending litigation to which it is a party or to which its property is subject that we believe to be material. There are no legal matters for which a reasonably estimated range of losses can be determined. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations. Employment Agreements The Company has agreements with key employees to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In addition, the Company has adopted a severance policy for certain employees and officers in the event of termination. In total, these benefits would amount to a range of $ 1.9 million to $ 2.5 million using the rate of compensation in effect at December 31, 2025 . Fractional Shares On November 1, 2024, the Company received notice from the Depository Trust and Clearing Corporation ("DTCC") on behalf of the brokerage firms that hold the shares of Company common stock held in "street name” that in connection with the rounding of fractional shares in connection with the Reverse Stock Split, the Company would need to issue 271,846 shares of common stock for the rounding of shares. The Company does not believe the number of shares being requested is correct based on the historical number of shareholders of its common stock and is aware of similar anomalies in recent months for other companies completing a Reverse Stock Split. The Company does not intend to issue any shares in connection with the fractional shares and has concluded that an obligation should not be recorded in its financial statements. The Company is not currently subject to any pending litigation as a result of the fractional roundup shares. Note 5 – Related Party Transactions On December 21, 2021, the Company entered into a license agreement with a company controlled by a significant stockholder of the Company ("Licensee”). On July 7, 2023, the Company and the Licensee entered into an Exclusive License Termination Agreement (the "Termination Agreement”) in exchange for the issuance, upon the closing of the Company’s initial public offering within one year of the agreement’s execution, of a warrant to purchase shares of the Company for a variable number of shares. The variable number of shares issued was based upon a fixed value of $ 8.0 million divided by the price per share in the offering. The warrants were exercisable at a price of $ 0.02 per share and may be exercised any time after the issuance date, subject to a beneficial ownership limitation, and expired five years from the original issuance. The warrants did not provide voting rights, dividend rights, and other rights of a shareholder prior to exercise. The shares underlying the warrant were subject to a lockup agreement for a period of six months after the closing of the offering with respect to 12.5 % of the shares issued and twelve months after the closing of the offering for the remainder of the shares. The Company agreed to register the resale of the shares of common stock underlying the warrant upon a notice of 20 business days by the Warrant holder. The completion of the Company’s IPO fixed the number of warrant shares issuable and the Company re-classified the Warrant to additional paid in capital as it met the requirements for equity classification. On January 29, 2024, pursuant to the Termination Agreement, the Company issued a warrant to purchase 80,000 shares (the "Warrant”) pursuant to the Termination Agreement to the Licensee . In August 2025, 54,400 shares of the Warrant, with an exercise price of $ 0.02 , were exercised on a cashless basis for 53,569 shares of the Company's common stock. 17
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Table of Contents Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this Form 10-Q to "we," "us," "its," "our” or the "Company” are to Autonomix Medical, Inc. ("Autonomix”), as appropriate to the context. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the related notes appearing elsewhere in this Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See the section titled "Risk Factors” as found in the Annual Report in our Form 10-K filed with the SEC on May 29, 2025, which is available on the SEC’s EDGAR website at www.sec.gov, and any updates or amendments to those risk factors subsequently filed with the SEC, for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under "Risk Factors” and elsewhere in this Form 10-Q. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS We make forward-looking statements under the "Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Form 10-Q. In some cases, you can identify these statements by forward-looking words such as "may,” "might,” "should,” "would,” "could,” "expect,” "plan,” "anticipate,” "intend,” "believe,” "estimate,” "predict,” "potential” or "continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under "Risk Factors” as discussed in the Annual Report in our Form 10-K filed with the SEC on May 29, 2025, and in other filings made by us from time to time with the SEC. While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Form 10-Q may describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, and we do not intend to do so. Forward-looking statements include, but are not limited to, statements about: • 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; • our ability to maintain the listing of our common stock on the Nasdaq Capital Market; • 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. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q in the case of forward-looking statements contained in this Form 10-Q. 18
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Table of Contents Overview Autonomix Medical, Inc. is a development-stage medical device company pioneering a first-in-class technology platform designed to sense and treat disorders of the nervous system. Our lead system in development is a catheter-based solution that combines diagnostic sensing and therapeutic radiofrequency ("RF") ablation. Initially developed to target intractable pain associated with pancreatic cancer, our platform is intended to provide minimally invasive access to deep neural structures and has the potential to address a wide range of clinical indications, including chronic pain, hypertension, cardiovascular disease, and other nerve-related disorders. A key differentiator of our technology is its ability to detect neural signals with greater sensitivity than commercially available systems. This performance advantage stems from two core innovations. First, our proprietary antenna array is engineered to capture extremely low-amplitude neural signals that may not be detected by conventional devices. Second, and equally important, our system processes these signals at the point of detection using a proprietary microchip embedded within the catheter. This local signal processing minimizes degradation and noise that typically occur during transmission to external consoles, allowing for high-fidelity, real-time signal capture and interpretation. Together, these capabilities enable more precise identification and targeting of nerve activity and represent a fundamental advancement in transvascular neuromodulation. Our product development strategy is centered around two integrated functions: diagnostic sensing to identify pathological nerve signals, and therapeutic RF ablation to treat the identified targets. In preclinical animal models, our system has demonstrated the ability to detect signals from specific nerve bundles before ablation and confirm signal termination after ablation. We are now refining the catheter design to meet regulatory and manufacturing standards for human use. In parallel, we have advanced our clinical strategy. In the second quarter of 2025, we completed our initial first-in-human proof-of-concept study ("PoC 1") evaluating the safety and feasibility of transvascular RF ablation in patients with pancreatic cancer pain. Based on the positive clinical outcomes, we have initiated a follow-on study ("PoC 2") that expands the protocol to include patients with pain associated with additional visceral cancers such as gallbladder, liver, and bile duct, as well as earlier-stage pancreatic cancer patients experiencing moderate to severe pain. This expansion reflects our goal of broadening the platform’s utility across oncology, gastroenterology, and other applicable sectors. As a development-stage company, our technology remains investigational, and there is no guarantee that our clinical trials will produce favorable outcomes or that our products will ultimately receive regulatory approval. One of the most challenging aspects of our commercialization plan will be scaling from our current prototype, which is built using hand-assembled and 3D-printed components, to a fully integrated commercial-grade device. While we have not yet assembled or tested the final commercial version, ongoing development efforts are focused on improving design robustness and manufacturability to support future clinical and commercial deployment. Recent Developments On October 9 and December 30, 2025, we announced the issuance of a new U.S. patent and a new European patent, respectively, covering key aspects of our platform technology for precision nerve-targeted therapies in cardiology. U.S. Patent No. 12,369,852 and European Patent No. EP4230133, both titled "Controlled and Precise Treatment of Cardiac Tissues,” further strengthens our intellectual property position and supports the development of catheter-based neuromodulation approaches across multiple cardiology applications. These patents enhance our ability to pursue precision nerve-targeted therapies in large and growing areas of cardiology, including renal denervation for hypertension, arrhythmia management, heart failure, and refractory angina. During the quarter ended December 31, 2025, we continued to advance development of our catheter-based sensing and ablation system. We completed key verification and validation activities for our ablation catheter in preparation for human use. We also continued enrollment in our second proof-of-concept (PoC 2) human clinical study evaluating our technology in patients with other visceral cancers and earlier-stage pancreatic cancer. During the quarter ended December 31, 2025, we were selected for two podium presentations at the Transcatheter Cardiovascular Therapeutics 2025 Annual Scientific Conference in San Francisco. These presentations, delivered as part of the Innovation Session and Hypertension and Renal Denervation Session, highlighted early clinical findings from our first-in-human proof-of-concept clinical study. The data demonstrated the feasibility and safety of transvascular energy delivery to target and modulate problematic nerves, with early data supporting clinical benefit in mitigating severe pancreatic cancer-related pain. On November 18, 2025, we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the investor purchased in a private placement: (i) Pre-Funded Warrants to purchase 4,501,666 shares of the our common stock; and (ii) Common Warrants to purchase up to an aggregate of 9,003,332 shares of our common stock. The combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $1.1097. The gross proceeds to us from the November 2025 Offering was approximately $5.0 million, before deducting the Placement Agent’s fees of $450 thousand and other offering expenses of $36 thousand. On October 30, 2025, we held our annual meeting of stockholders (the "Annual Meeting"). In that Annual Meeting, among other items, our stockholders approved i) an amendment to our 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-25, with such ratio to be determined in the discretion of our board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion prior to the one-year anniversary of the Annual Meeting; ii) our amended and restated 2023 Equity Incentive Plan; and iii) the issuance of more than 20% of our issued and outstanding common stock pursuant to the purchase agreement with Lincoln Park Capital Fund, LLC. 19
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Table of Contents Results of Operations for the Three and Nine Months Ended December 31, 2025 Compared to the Three and Nine Months Ended December 31, 2024 Below is a summary of the results of operations (in thousands): Three Months Ended December 31, Change Change 2025 2024 ( $ ) ( % ) Operating expenses: Research and development $ 1,724 $ 1,044 $ 680 65 % General and administrative 1,619 1,703 (84 ) (5 )% Total operating expenses $ 3,343 $ 2,747 $ 596 22 % Nine Months Ended December 31, Change Change 2025 2024 ( $ ) ( % ) Operating expenses: Research and development $ 5,684 $ 3,172 $ 2,512 79 % General and administrative 8,613 5,164 3,449 67 % Total operating expenses $ 14,297 $ 8,336 $ 5,961 72 % Research and Development Expense Research and development expense was $1.7 million for the three months ended December 31, 2025 compared to $1.0 million for the same period in 2024. This $0.7 million increase was driven primarily by an increase in our clinical trial s and product development costs. We expect to incur increased research and development costs in the future as we continue with our clinical trial s and product development costs. Research and development expense was $5.7 million for the nine months ended December 31, 2025 compared to $3.2 million for the same period in 2024. This $2.5 million increase was driven primarily by an increase in stock-based compensation - option expense of $0.5 million, due to the stock option cancellation agreements, and an increase in all other research and development expenses of $2.0 million, driven primarily by an increase in our clinical trial and product development costs. We expect to incur increased research and development costs in the future as we continue with our clinical trials and product development costs. General and Administrative Expense General and administrative expense was $1.6 million for the three months ended December 31, 2025 compared to $1.7 million for the same period in 2024. This $0.1 million decrease was driven primarily by a decrease in stock-based compensation - option expense of $0.4 million, due to the stock option cancellation agreements, offset by an increase in legal and professional fees of $0.3 million. General and administrative expense was $8.6 million for the nine months ended December 31, 2025 compared to $5.2 million for the same period in 2024. This $3.4 million increase was driven primarily by an increase in stock-based compensation - option expense of $2.5 million, mainly due to the stock option cancellation agreements, and an increase in legal and professional fees of $1.1 million, offset by a decrease in compensation and benefits of $0.1 million and a decrease in other expenses of $0.1 million. Interest expense For the three and nine months ended December 31, 2025, we had no interest expense. For the three and nine months ended December 31, 2024, we had interest expense of less than $0.1 million and $0.1 million, respectively, related to the amortization of debt discount. 20
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Table of Contents Interest income For the three and nine months ended December 31, 2025, we had interest income of less than $0.1 million and $0.2 million, respectively. For the three and nine months ended December 31, 2024, we had interest income of less than $0.1 million and $0.2 million, respectively. Liquidity and Capital Resources On December 31, 2025, we had cash of $9.9 million and working capital of $8.5 million. We have historically funded our operations from proceeds from debt and equity sales. We estimate our current cash resources are sufficient to fund our operations into but not beyond the third calendar quarter of 2026. We will need to raise additional capital to meet our obligations and execute our business plan. We estimate that we will require additional financing of approximately $30 to $36 million to fund our operations to commercialization of our first indication. The timing and costs of clinical trials are difficult to predict and trial plans may change in response to evolving circumstances and as such the foregoing estimates may prove to be inaccurate. If we are unable to raise sufficient funds, we will be required to develop and implement an alternative plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. We recognize the need to raise additional capital to continue to execute our business plan, including obtaining regulatory clearance for our products currently under development and commercializing and generating revenues from products under development. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to us. A failure to raise sufficient capital, generate sufficient product revenues, control expenditures and regulatory matters, among other factors, will adversely impact our ability to meet our financial obligations as they become due and payable and to achieve our intended business objectives. If we are unable to raise sufficient additional funds, we will have to scale back our operations. Summary of Cash Flows Cash used in operating activities Net cash used in operating activities was $9.4 million during the nine months ended December 31, 2025, consisting of a net loss of $14.0 million and a decrease in operating assets and liabilities of $0.2 million and $0.1 million, respectively. Non-cash items primarily consisted of stock-based compensation of $4.3 million and the issuance of common stock for equity line of credit commitment fee of $0.3 million. Net cash used in operating activities was $5.7 million during the nine months ended December 31, 2024, consisting of a net loss of $8.2 million, a decrease in operating assets of $0.7 million and an increase in operating liabilities of $0.3 million. The change in operating assets and liabilities included sources of cash from a decrease in other current assets of $0.7 million and a net increase in accounts payable and accrued expenses of $0.3 million. The decrease in other current assets was driven primarily by the receipt of funds from our marketing partner that were a holdback from our IPO and the amortization of prepaid insurance costs. The net increase in accounts payable and accrued expenses was driven primarily by increases in research and development expenses. Non-cash items consisted of stock-based compensation of $1.2 million, depreciation and amortization of $0.1 million and issuance of common stock, net of discount for lack of marketability of $0.1 million. Cash used in investing activities Net cash used in investing activities was $7 thousand for the nine months ended December 31, 2025 related to the purchase of computer hardware and software. Net cash used in investing activities was $10 thousand for the nine months ended December 31, 2024 related to the purchase of computer hardware and software. Cash provided by financing activities Net cash provided by financing activities was $10.2 million for the nine months ended December 31, 2025. During the nine months ended December 31, 2025, we had gross proceeds from the issuance of common stock of $3.5 million, gross proceeds from warrant inducements of $2.6 million and gross proceeds from issuance of pre-funded warrants and Series C warrants of $5.0 million. During the nine months ended December 31, 2025, we also paid $0.1 million in direct financing costs for the issuance of common stock, $0.3 million in direct financing costs for warrant inducements and $0.5 million in direct issuance costs for issuance of pre-funded warrants and Series C warrants. Net cash provided by financing activities was $9.0 million for the nine months ended December 31, 2024. During the nine months ended December 31, 2024, we had gross proceeds from a financing event of $10.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. We also paid $1.1 million in issuance costs related to this financing event. Contractual Obligations and Commitments None. Employment Arrangements We have agreements with key employees to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In addition, the Company has adopted a severance policy for certain employees and officers in the event of termination. In total, these benefits would amount to a range of $1.9 million to $2.5 million using the rate of compensation in effect at December 31, 2025. Off-balance Sheet Arrangements As of December 31, 2025 and March 31, 2025, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. 21
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Table of Contents Critical Accounting Policies and Significant Judgments and Estimates The financial statements in this quarterly report have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: work performed but not yet billed by contract manufacturers, engineers and research organizations and the valuation of equity related instruments. Management relies on historical experience and other assumptions believed to be reasonable in making its judgments and estimates. Actual results could differ materially from those estimates. Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change. Our accounting policies are more fully described under the heading "Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies” in Note 1 of our Annual Report on Form 10-K filed with the SEC on May 29, 2025. Item 3. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting We maintain a set of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, designed to ensure that material information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that material information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO”), who serves as our principal executive officer, and Chief Financial Officer ("CFO”), who serves as our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosures. Under the supervision, and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness, as of December 31, 2025, of our disclosure controls and procedures. Based upon such evaluation and due to both the limited staffing of the Company at its early stage of development and the existence of the material weaknesses in our internal control over financial reporting described below, our CEO and CFO have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As previously disclosed in our Form 10-K filed with the SEC on May 29, 2025, our management concluded that our internal control over financial reporting was, and continues to be, ineffective as of December 31, 2025 due to material weaknesses in our internal controls arising from a lack of segregation of duties; general technology controls; and financial statement reporting . It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Due to our size and the limited number of qualified personnel available, the segregation of certain duties, the proper review of complex accounting transactions and the availability of specific accounting expertise on critical and infrequent or unusual accounting matters may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of daily transactions, the custody of assets and the recording, review and disclosure of complex and unusual accounting transactions should be performed by separate individuals, and where possible, with input from outside accounting subject matter experts. Management evaluated the impact of our failure to maintain effective segregation of duties on our assessment of our internal control over financial reporting and has concluded that the control deficiency represents a material weakness. As previously disclosed, in our Form 10-K for the fiscal year ending March 31, 2025, we hired new executive officers and management with significant financial and accounting experience in both private and public companies. We have added the use of additional consulting firms to assist with significant and complex accounting transactions and to assist with our segregation of duties and create a more structured financial statement reporting environment. Experienced personnel will be hired in the accounting and finance department and appropriate consultants will be upgraded as soon as it becomes economically feasible and sustainable. In addition, management has added additional mitigating controls with regards to cash disbursements; changes were made in our authorization processes to improve segregation of duties; and we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. Changes in Internal Control over Financial Reporting We have not experienced any material impact to our internal controls over financial reporting despite the fact that our employees are working remotely. We are continually monitoring and assessing the situation on our internal controls to minimize the impact on their design and operating effectiveness. Other than as described above, there has been no change in our internal control over financial reporting during our most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 22
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Table of Contents PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time, in the ordinary course of our business, we may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable. We have insurance policies covering potential losses where such coverage is cost effective. Item 1A. Risk Factors In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled "Risk Factors” as found in the Annual Report in our Form 10-K filed with the SEC on May 29, 2025. The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Except as set forth below, there have been no material changes to our risk factors from those set forth in our Form 10-K filed with the SEC on May 29, 2025. We are not in compliance with Nasdaq ’ s continued listing requirements and if we are unable to regain compliance with the listing requirements, our common stock will be delisted from Nasdaq which could have a material adverse effect on our financial condition and could make it more difficult for stockholders to sell their shares. Our common stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s equity, among others, and requirements relating to board and committee independence. If we fail to satisfy one or more of the requirements, we may be delisted from Nasdaq. On January 14, 2026, we received a deficiency letter from the Listing Qualifications Department (the "Staff”) of Nasdaq notifying us that for the last 30 consecutive business days the closing bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the "Compliance Period Rule”), we have been provided an initial period of 180 calendar days, or until July 13, 2026 (the "Compliance Date”), to regain compliance with the Bid Price Rule. If, at any time before the Compliance Date, the closing bid price for our common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to us that we comply with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). If we are not in compliance with the Bid Price Rule by July 13, 2026, we may be afforded a second 180 calendar day period to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, we would be required to notify Nasdaq of our intent to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split. If we do not regain compliance with the Bid Price Rule by the Compliance Date and are not eligible for an additional compliance period at that time, the Staff will provide written notification to us that our common stock may be delisted. We would then be entitled to appeal the Staff’s determination to a NASDAQ Listing Qualifications Panel and request a hearing. There can be no assurance that, if we do appeal the delisting determination by the Staff to the NASDAQ Listing Qualifications Panel, that such appeal would be successful. Delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors and general investors that will consider investing in our common stock, a reduction in the number of market makers in our common stock, a reduction in the availability of information concerning the trading prices and volume of our common stock, a reduction in the number of broker-dealers willing to execute trades in shares of our common stock or interest in business development opportunities. Further, we would likely become a "penny stock”, which would make trading of our common stock more difficult. The sale of our common stock by our stockholders, or the perception that stock sales may occur, could cause the price of our common stock to decline. In November 2025, we entered into an agreement with an institutional investor, pursuant to which the investor purchased in a private placement: (i) the Pre-Funded Warrants to purchase 4,501,666 shares of our common stock; and (ii) the Common Warrants to purchase up to an aggregate of 9,003,332 shares of common stock (the "November 2025 Offering”). The combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $1.1097. In December 2025, we registered the resale of the 13,504,998 shares of common stock underlying the Pre-Funded Warrants and Common Warrants. The sale of our common stock in the public market or otherwise, including sales of the common stock issuable upon the exercise or conversion of the Pre-Funded Warrants and Common Warrants, or the perception that such sales could occur, could harm the prevailing market price of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. If and when we do issue shares of common stock to holders of the Pre-Funded Warrants and Common Warrants, upon the exercise of such warrants, such stockholders may resell all, some or none of those shares of common stock at any time or from time to time at their discretion. Resales of our common stock may cause the market price of our securities to drop significantly, regardless of the performance of our business. 23
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Table of Contents Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There have been no unregistered sales of securities by the Company during the period covered by this Report that have not been previously reported in a Current Report on Form 8-K. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information During the period covered by this Quarterly Report, none of our directors or executive officers have adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended). Item 6. Exhibits INDEX TO EXHIBITS 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. dated August 12, 2025 (incorporated by reference from exhibit 3.4 of the Form 10-Q, filed August 13, 2025) 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) 4.1 Form of Pre-Funded Warrant in November 2025 Offering (incorporated by reference from exhibit 4.1 of the Form 8-K filed November 19, 2025) 4.2 Form of Series C Warrant in November 2025 Offering (incorporated by reference from exhibit 4.2 of the Form 8-K filed November 19, 2025) 10.1 Amended and Restated 2023 Equity Incentive Plan (incorporated by reference from exhibit 10.1 of the Form 8-K filed November 3, 2025) 10.2 Form of Securities Purchase Agreement dated November 18, 2025 (incorporated by reference from exhibit 10.1 of the Form 8-K filed November 19, 2025) 10.3 Placement Agency Agreement, dated November 18, 2025, with Maxim Group LLC (incorporated by reference from exhibit 1.1 of the Form 8-K filed November 19, 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 32.1 and 32.2 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. (2) Annexes, schedules and/or exhibits have been omitted pursuant to Item 601 (a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. 24
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Table of Contents SIGNATURES 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 thereunto duly authorized. AUTONOMIX MEDICAL, INC. SIGNATURE TITLE DATE /s/ Brad Hauser Chief Executive Officer and President February 11, 2026 Brad Hauser (principal executive officer) /s/ Trent Smith Chief Financial Officer and Executive Vice-President February 11, 2026 Trent Smith (principal financial and accounting officer) 25
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Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brad Hauser, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Autonomix Medical, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 11, 2026 /s/ Brad Hauser Brad Hauser Chief Executive Officer and President (Principal Executive Officer)
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Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Trent Smith, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Autonomix Medical, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 11, 2026 /s/ Trent Smith Trent Smith Chief Financial Officer and Executive Vice-President (Principal Financial and Accounting Officer)
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Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Brad Hauser, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The Quarterly Report on Form 10-Q of Autonomix Medical, Inc. for the quarter ended December 31, 2025 , as filed with the Securities and Exchange Commission (the "Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 11, 2026 /s/ Brad Hauser Brad Hauser Chief Executive Officer and President (Principal Executive Officer)
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Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Trent Smith, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The Quarterly Report on Form 10-Q of Autonomix Medical, Inc. for the quarter ended December 31, 2025 , as filed with the Securities and Exchange Commission (the "Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 11, 2026 /s/ Trent Smith Trent Smith Chief Financial Officer and Executive Vice-President (Principal Financial and Accounting Officer)