Autonomix Medical Inc美股招股说明书(2025-10-06版)

2,500,000 Shares of Common Stock This prospectus relates to the offer and resale of up to 2,500,000 shares of our common stock by Lincoln Park Capital Fund, LLC, whichwe refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” The shares of common stock being offered by the selling stockholder consist of: ●up to 2,238,068 shares of common stock that we may elect to issue and sell to Lincoln Park, in our sole discretion from timeto time after the date of this prospectus (the “Purchase Shares”), pursuant to a purchase agreement, dated as of August 25, 2025, that weentered into with Lincoln Park, which we refer to in this prospectus as the “Purchase Agreement”, providing for up to $15.0 million ofcommitted equity financing; and ●261,932 shares of our common stock that we issued to Lincoln Park on August 25, 2025 as consideration for its irrevocablecommitment to purchase our common stock pursuant to the Purchase Agreement (the “Commitment Shares”). See “The Lincoln Park Transaction” for descriptions of the Purchase Agreement and “Selling Stockholder” for additional informationregarding Lincoln Park. We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale by the selling stockholderof shares of common stock under this prospectus. However, we may receive proceeds of up to $15.0 million from our sale of Purchase Shares,if any, to Lincoln Park under the Purchase Agreement, from time to time in our discretion after the date the registration statement of which thisprospectus is a part is declared effective and the other conditions in the Purchase Agreement have been satisfied. Lincoln Park may sell the shares of our common stock described in this prospectus in a number of different ways and at varying prices.The price that Lincoln Park will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and willfluctuate based on the trading price of our common stock. Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”). The purchase price for the Purchase Shares will be based upon formulas set forth in the Purchase Agreement and described in thisprospectus depending on the type of purchase notice we submit to Lincoln Park from time to time. We will pay the expenses incurred inregistering the shares of our common stock, including legal and accounting fees. See “Plan of Distribution” beginning on page 75for moreinformation about how Lincoln Park may sell the shares of common stock being registered pursuant to this prospectus.. Our common stock is listed on Nasdaq under the symbol “AMIX.” On September 19, 2025, the last reported sale price of our commonstock on the Nasdaq Capital Market was $1.06 per share. 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 page5of 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 30, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,” fromtime to time, of up to an aggregate of 2,500,000 shares of our common stock. 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