Re: Inducement Offer to Exercise Common Stock Purchase Warrants
Autonomix Medical, Inc.
AUTONOMIX MEDICAL, INC.
August 24, 2026
Holder of Common Stock Purchase Warrants
Re: Inducement Offer to Exercise Common Stock Purchase Warrants
Dear Holder:
Autonomix Medical, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all of the Series D-1 warrants and Series D-2 warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued to you on July 15, 2026 (the “Existing Warrants”), as set forth on the signature page hereto and currently held by you (the “Holder”). The issuance of the shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) has been registered for resale pursuant to the registration statement on Form S-3 (File No. 333-297760) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the resale of the Warrant Shares.** **Capitalized terms not otherwise defined herein shall have the meanings set forth in the New Warrants.
In consideration for exercising in full all of the Existing Warrants held by you and set forth on the Holder's signature page hereto (the “Warrant Exercise”) at the original exercise price per Warrant Share of $5.75, the Company hereby offers to issue you or your designee:
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