Autonomix Medical Inc美股招股说明书(2026-07-31版)

On February 28, 2025, we entered into an At Market Issuance Sales Agreement (“ATM Agreement”), with Ladenburg Thalmann &Co. Inc. (“Ladenburg”) relating to shares of our common stock offered by this prospectus. In accordance with the terms of theATM Agreement and this prospectus supplement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $1.35 million from time to time through Ladenburg, acting as our sales agent or principal. Our common stock is listed on the NASDAQ Capital Market and traded under the symbol “AMIX”. On July 30, 2026, the closingprice of the common stock, as reported on NASDAQ was $3.59per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Ifauthorized by us in writing, Ladenburg may also sell shares of our common stock in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices. If we and Ladenburg agree on any method ofdistribution other than sales of shares of our common stock on or through the Nasdaq Capital Market or another existing tradingmarket in the United States at market prices, we will file a prospectus supplement providing all information about such offering asrequired by Rule 424(b) under the Securities Act. Ladenburg is not required to sell any specific number or dollar amount ofsecurities but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices,on mutually agreed terms between Ladenburg and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The compensation to Ladenburg for sales of common stock sold pursuant to the ATM Agreement will be equal to 3.0% of the grossproceeds of any shares of common stock sold under the ATM Agreement, in addition to the reimbursement of certain expenses (see"Plan of Distribution”). In connection with the sale of the common stock on our behalf, Ladenburg will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Ladenburg will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Ladenburg with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of July 29, 2026, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed byreference to the price at which the common equity was last sold on June 1, 2026, was $8,315,801, based on 971,043 shares ofoutstanding common stock as of July 29, 2026, of which 16,849 shares were held by affiliates. Pursuant to General InstructionI.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of ourpublic float in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months priorto and including the date of this prospectus, we have sold $1,399,990 million of securities pursuant to General Instruction I.B.6 ofForm S-3. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-4 of this prospectussupplement and the risk factors incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Ladenburg Thalmann The date of this prospectus supplement is July 31, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-4RISK FACTORSS-5FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8DIVIDEND POLICYS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10INCORPORATION BY REFERENCES-11WHERE YOU CAN FIND MORE INFORMATIONS-11 PROSPECTUS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION BY REFERENCE2ABOUT AUTONOMIX MEDICAL, INC.2RISK FACTORS3FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS3DESCRIPTION OF COMMON STOCK3DESCRIPTION OF PREFERRED STOCK5DESCRIPTION OF DEBT SECURITIES5DESCRIPTION OF THE WARRANTS12DESCRIPTION OF THE PURCHASE CONTRACTSDESCRIPTION OF UNITS13PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with theSecurities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Each time we conduct an offering to sellsecurities under the accompanying prospect