Autonomix Medical Inc美股招股说明书(2025-12-12版)

9,003,332 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants4,501,666 Shares of Common Stock Issuable upon Exercise of Outstanding Pre-Funded Warrants This prospectus relates to the resale, from time to time, by the selling stockholder (the “Selling Stockholder”) identified inthis prospectus under the caption “Selling Stockholder,” of up to an aggregate of 9,003,332 shares of our common stock issuableupon exercise of certain outstanding Series C common stock purchase warrants (the “Common Warrants”), and 4,501,666 shares ofour common stock issuable upon exercise of certain outstanding pre-funded warrants (the “Pre-Funded Warrants,” together withthe Common Warrants, the “Warrants”), issued to the Selling Stockholder in a private placement transaction (the “PIPETransaction”). The Common Warrants were issued on November 19, 2025, have an initial exercise price equal to $0.8607 pershare, are immediately exercisable, and will expire five and a half years from the date of issuance. The Pre-Funded Warrants wereissued on November 19, 2025, have an initial exercise price equal to $0.001 per share, are immediately exercisable, and will expireonce such Pre-Funded Warrant is fully exercised. See“Prospectus Summary–November 2025 PIPE Transaction”for additional information regarding the PIPETransaction and the Warrants. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale ofshares of common stock by the Selling Stockholder. We will receive proceeds from any cash exercise of the Common Warrants,which, if exercised in cash with respect to all of the 9,003,332 shares of common stock offered hereby, would result in grossproceeds to us of a maximum of $7.7 million; however, we cannot predict when and in what amounts or if the Common Warrantswill be exercised and it is possible that the Common Warrants may expire and never be exercised, in which case we would notreceive any cash proceeds. The Selling Stockholder may sell the shares of our common stock offered by this prospectus from timeto time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means describedin this prospectus under the caption “Plan of Distribution” on page 8. The shares of common stock may be sold at fixed prices, atmarket prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various relatedexpenses. The Selling Stockholder is responsible for all selling commissions, transfer taxes and other costs related to the offer andsale of its shares. Our common stock is listed on the Nasdaq Stock Market and traded under the symbol “AMIX.” On November 24, 2025,the closing price of the common stock, as reported on Nasdaq was $1.09per share. There is no established public trading marketfor the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Warrants onany national securities exchange. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and we have elected to complywith certain reduced public company reporting requirements. Youshould read this prospectus,together with additional information described under the headings“Incorporation of Certain Information by Reference”and“Where You Can Find More Information,”carefully before youinvest in any of our securities. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on page6of this prospectus 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 ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is December 11, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS6SELLING STOCKHOLDER7PLAN OF DISTRIBUTION9EXPERTS11LEGAL MATTERS11WHERE YOU CAN FIND MORE INFORMATION11INCORPORATION BY REFERENCE11 ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the“SEC”) pursuant to which the Selling Stockholder named herein may, from time to time, offer and sell or otherwise dispose of theshares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registrationstatement filed by us includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us,the securities being offered and other