Autonomix Medical Inc美股招股说明书(2025-07-23版)

This prospectus supplement amends and supplements the prospectus dated July 11, 2025, as supplemented or amendedfrom time to time (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, andmay not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto.This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between theinformation in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended and we haveelected to comply with certain reduced public company reporting requirements.Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on page Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. CURRENT REPORT (Exact name of registrant as specified in its charter) 001-41940 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Pursuant to the Inducement Letter, 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; 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 The issuance of the shares of Company common stock underlying the Existing Warrants have been registered pursuant to an effective registration statement on Form S-1 (File No. 333-282940).The Company anticipates receiving aggregate gross proceedsof up to approximately $2.5 million from the exercise (or prepayment) of the Existing Warrants before deducting fees and otherexpenses payable by it. The Inducement Warrants are immediately exercisable and have an exercise price of $1.723 per share. The exercise price andnumber of shares of common stock issuable upon exercise is subject to appropriate proportional adjustment in the event of sharedividends, share splits, reorganizations or similar events affecting the Company’s common stock and the exercise price. TheInducement Warrants may only be exercised on a cashless basis if, commencing six months after issuance, there is no registrationstatement registering, or the prospectus contained therein is not available for, the resale of the shares of common stock underlyingthe Inducement Warrants by the Holder. The Holder of an Inducement Warrant may not exercise any such warrants to the extent holders of common stock.The Company also agreed to file a registration statement providing for the resale of the Inducement Warrant Shares issuable uponthe exercise of the Inducement Warrants (the “Resale Registration Statement”), on or before August 20, 2025, and to use following the date of the Inducement Letter and to keep the Resale Registration Statement effective at all times until no holder ofthe Inducement Warrants owns any Inducement Warrant Shares.Ladenburg Thalmann & Co. Inc. (“Ladenburg”) acted as placement agent in connection with the transactions summarized above,and received a cash fee of 8.0% of the aggregate gross proceeds, a placement agent warrant to purchase 6.0% of the sharesunderlying the Existing Warrants at an exercise price of 155% of the reduced exercise price, and reimbursement for certain The forms of the Inducement Warrant, and Inducement Letter are filed as Exhibits 4.1 and 10.1, respectively, to this Current Reporton Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, suchdocuments, which are incorporated herein by reference. 4.1Form of Inducement Warrant10.1Form of Inducement Letter