false 0001617867 0001617867 2024-10-17 2024-10-17
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 17, 2024
 
 
logo.jpg
Autonomix Medical, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-41940
47-1607810
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
21 Waterway Avenue, Suite 300
The Woodlands, TX 77380
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (713) 588-6150
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐  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))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share
AMIX
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                              ☐
 
 
 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On October 17, 2024, Autonomix Medical, Inc. (the “Company”) held its annual meeting of stockholders (the "Annual Meeting”). The number of shares of common stock that voted on matters presented at the Annual Meeting was 17,353,091, representing approximately 75.3% of the 23,036,933 shares common stock outstanding as of the August 26, 2024, the record date for the Annual Meeting (the “Record Date”).
 
Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
 
The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 4, 2024 (the “Proxy Statement”) and are incorporated herein by reference.
 
Proposal 1. To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2025 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.
 
Nominee
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Walter V. Klemp
  
14,208,987
  
50,119
  
3,093,985
Lori Bisson
  
14,207,409
  
51,697
  
3,093,985
Jonathan P. Foster
  
14,153,659
  
105,447
  
3,093,985
David Robbins
  
14,160,402
  
98,704
  
3,093,985
Christopher Capelli
  
14,167,760
  
91,346
  
3,093,985
 
Proposal 2. To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2025.
 
Votes For
  
Votes Against
  
Abstain
  
Broker Non-Votes
16,949,691
  
89,582
  
313,817
  
0
 
Proposal 3. To approve an amendment to the Company's amended and restated certificate of incorporation to grant the Company’s Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-50 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of the Annual Meeting.
 
Votes For
  
Votes Against
  
Abstain
  
Broker Non-Votes
13,447,012
  
3,801,413
  
104,664
  
0
 
 
 
 
Signature
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
AUTONOMIX MEDICAL, INC.
  
       
       
 
By:
/s/ Trent Smith
  
   
Trent Smith
  
   
Chief Financial Officer
  
 
 
Dated: October 17, 2024
 
 
 
 
v3.24.3
Document And Entity Information
Oct. 17, 2024
Document Information [Line Items]  
Entity, Registrant Name Autonomix Medical, Inc.
Document, Type 8-K
Document, Period End Date Oct. 17, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-41940
Entity, Tax Identification Number 47-1607810
Entity, Address, Address Line One 21 Waterway Avenue, Suite 300
Entity, Address, City or Town The Woodlands
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77380
City Area Code 713
Local Phone Number 588-6150
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol AMIX
Security Exchange Name NASDAQ
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001617867
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