Autonomix Medical Inc

This proposal asks shareholders to authorize an amendment to the Company’s certificate of incorporation granting the Board discretion, for up to one year, to implement a reverse stock split at a ratio chosen from between 1-for-2 and 1-for-25. Management is pursuing this authority primarily to reduce the risk of noncompliance with Nasdaq’s minimum $1.00 per share bid-price requirement and to provide flexibility to select a ratio that balances achieving a higher per-share market price while minimizing adverse effects on liquidity and capitalization. The Board retains full discretion to determine whether and when to effect a split and which ratio to choose, and may abandon the split even if shareholders approve it; this preserves the Board’s ability to respond to prevailing market conditions. The filing explains mechanics and effects, including uniform treatment of all holders, cash-out of fractional shares based on a five-day average closing price, and no change to authorized share counts or par value. The filing also discloses prior reverse splits (1-for-21 on June 24, 2026 and 1-for-20 on October 24, 2024) that temporarily increased the stock price but did not sustain it, signaling limited historical efficacy and heightened execution risk. Key risks noted include the possibility that the post-split price may not remain elevated or attract institutional investors, potential reduced liquidity due to fewer outstanding shares, and odd-lot complications for small holders. The amendment could increase the pool of authorized-but-unissued shares on a relative basis, which has potential anti-takeover and dilutive implications depending on future board actions, though the Board states no present intent to use the increased availability for anti-takeover purposes. Overall, the Board’s recommendation is grounded in preserving the Company’s Nasdaq listing and enhancing perceived investor interest, but shareholders should weigh the uncertain market response, historical outcomes from prior splits, and dilution/liquidity trade-offs when evaluating the proposal.

This management proposal requests shareholder approval to increase the 2023 Plan reserve from approximately 135,354 shares to 885,354 shares to provide the Company with equity to grant to employees, directors and consultants. Management frames the amendment as necessary to attract, retain and incentivize personnel while conserving cash, particularly as the Company advances clinical programs and expects headcount growth; the Board further emphasizes flexibility in award types (options, SARs, stock awards, and stock units) and protections such as an independent administrator (the compensation committee), prohibitions on repricing without shareholder approval, limits on director compensation, and fixed plan term. The filing quantifies dilution metrics (an overhang of 22.9% on a fully diluted basis as of the record date) and discloses the evergreen provision that would automatically add 5% of outstanding shares on each April 1 through 2033 unless the Board elects not to do so, a design that will increase available shares over time and therefore future dilution unless curtailed by the Board. While management argues these shares are essential to remain competitive with peers and to align employee incentives to shareholder value, the requested increase represents a material expansion of the option pool and will dilute existing holders if awards are granted. Safeguards include share-counting rules, award limits per recipient and a prohibition on repricing without shareholder approval; nevertheless, shareholders should consider the potential for dilution, the authority retained by the compensation committee to grant awards, and the absence of a quantified grant schedule. The Board’s recommendation is driven by recruiting/retention needs and planned equity usage, but investors should weigh the long-term dilution and governance safeguards when deciding whether to support the amendment.