Autonomix Medical Inc美股招股说明书(2025-09-11版)

1,566,252 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale, from time to time, by the selling shareholders identified in this prospectus under the caption “SellingShareholders,” of up to 1,477,596 shares of our common stock issuable upon exercise of Series B common stock purchase warrants (the“Series B Warrants”) issued to the selling stockholders in a warrant inducement transaction. In addition, 88,656 shares of common stock thatare issuable upon the exercise of warrants (the “Placement Agent Warrants,” and together with the Series B Warrants, the “Warrants”) issued toour placement agent in the transaction, Ladenburg Thalmann & Co. Inc. (“Ladenburg” or “Placement Agent”), and its designees, for a total of1,566,252 shares of common stock issuable upon exercise of Series B common stock purchase warrants. The Placement Agent and itsdesignees are also selling stockholders. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares of commonstock by the selling shareholders. We will receive proceeds from any cash exercise of the Warrants, which, if exercised in cash with respect toall of the 1,566,252 shares of common stock offered hereby, would result in gross proceeds to us of a maximum of approximately $2.8 million;however, we cannot predict when and in what amounts or if the Warrants will be exercised and it is possible that the Warrants may expire andnever be exercised, in which case we would not receive any cash proceeds. The selling shareholders may sell the shares of our common stock offered by this prospectus from time to time on terms to be determinedat the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan ofDistribution.” The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related toprevailing market price or at negotiated prices. Our common stock is listed on Nasdaq under the symbol “AMIX.” On September 8, 2025, the last reported sale price of our commonstock on Nasdaq was $1.17 per share. There is no established public trading market for the Warrants, and we do not expect a market todevelop. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and wehave elected 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 5 of thisprospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September 8, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,”from time to time, of up to an aggregate of 1,566,252 shares of our common stock issuable upon exercise of our Warrants. We are not sellingany shares of our common stock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offeredhereby by the selling shareholders, although we will receive cash from the exercise of the Warrants. You should carefully read this prospectus before deciding to invest in our securities. We have not authorized anyone to provide anyinformation or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or onbehalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and injurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is currentonly as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations andprospects may have changed since that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States whocome into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securitiesand the distribution of this prospectus outside the United States. This