Autonomix Medical, Inc.

Note1 – Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies**

Description of the Business

Autonomix Medical, Inc. (“we,” “our,” the “Company”) is a medical device company organized as a Delaware corporation on* June 10, 2014.*The Company is a pre-revenue, clinical stage life sciences company focused on advancing innovative technologies for sensing and treating disorders relating to the peripheral nervous system.

The Company is developing a proprietary platform intended to enable real-time nerve signal detection and targeted energy delivery, with the goal of improving the precision and safety of interventional procedures addressing conditions associated with nerve dysfunction. The Company’s technology is being evaluated in clinical and pre-clinical settings and is intended for use in interventional pain management, cardiovascular and pulmonary therapeutic applications.

Liquidity and Going Concern

For thethree andnine months ended* December 31, 2025and2024*, the Company incurred net losses of $3.3 million and $2.7 million, respectively, and $14.0 million and $8.2 million, respectively. For thenine months ended* December 31, 2025and2024*, the Company had net cash flows used in operating activities of $9.4 million and $5.7 million, respectively. The Company hadno revenues for thethree andnine months ended* December 31, 2025and2024*, respectively, and an accumulated deficit of $64.4 million, working capital of $8.5 million and cash of $9.9 million as of* December 31, 2025*. The Company doesnot expect to generate positive cash flows from operating activities in the near future.

The Company estimates its current cash resources are sufficient to fund its operations into butnot beyond thethirdcalendar quarter of2026. The Company recognizes it will need to raise additional capital to continue to execute its business plan, including obtaining regulatory clearance for its products currently under development and commercializing and generating revenues from products under development. There isno assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company. A failure to raise sufficient capital, generate sufficient product revenues, control expenditures and regulatory matters, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. If the Company is unable to raise sufficient additional funds, it will have to scale back its operations.

These factors raise substantial doubt about the Company's ability to continue as a going concern withinone year after the date the financial statements are issued. The accompanying condensed financial statements have been prepared on a going concern basis and donot include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation

The accompanying condensed interim financial statements are unaudited. These unaudited condensed interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they donot include all the information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The Company’s fiscal year end is* March 31st. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended March 31, 2025* as found in the Annual Report in the Company's Form10-K filed with the SEC on* May 29, 2025.In the opinion of management, the unaudited condensed interim financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position, results of operations and cash flows for the quarterly and year-to-date periods, as applicable. The interim results of operations arenot* necessarily indicative of the results that* mayoccur for the full fiscal year. The March 31, 2025* audited condensed balance sheet included herein was derived from the audited financial statements, but doesnot include all disclosures, including notes, required by GAAP for complete financial statements.

Use of Estimates in Financial Statement Presentation

The preparation of these unaudited condensed interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company's significant estimates and assumptions include work performed butnot yet billed by contract manufacturers, engineers and research organizations and the valuation of equity related instruments. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Some of these judgments can be subjective and complex, and, consequently, actual results could differ from those estimates.

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Cash and Cash Equivalents

The Company considers all highly liquid accounts with original maturities ofthree months or less at the date of acquisition to be cash equivalents. Periodically, the Company* maycarry cash balances at financial institutions in excess of the federally insured limit of$250* thousand. The Company hasnot experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits isnot significant.

Offering and Financing Costs

Offering costs consist of professional costs incurred through the balance sheet date that are direct and incremental related to the Company’s equity financing activities. Specifically, offering costs were incurred during the Company’s ATM Agreement, and subsequent increase, Inducement Letter, and Purchase Agreement. The Company includes offering costs in additional paid-in capital, to the extent there is sufficient cash proceeds, upon completion of the sale of equity. Costs associated with salaries and other period costs are expensed as incurred.

Property and Equipment

Property and equipment (comprised of computer and information technology equipment) are stated at historical cost and depreciated on a straight-line basis over their estimated useful lives, generally three years. Upon disposition of the assets, the costs and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations.

Convertible Notes

For the period ended* March 31, 2025*, the Company evaluated embedded redemption, conversion and other features within its debt to determine whether any embedded features should be bifurcated from the host instrument and accounted for as a derivative at fair value, with changes in fair value recorded in the condensed statements of operations. The Company’s debt was carried on the condensed balance sheets on a historical cost basis, net of unamortized discounts and premiums, because the Company didnot elect the fair value option of accounting. Costs associated with acquiring debt, including detachable warrants issued in connection with the financing, were capitalized as a debt discount. The debt discount was presented in the condensed balance sheets, in prior year periods, as a direct deduction from the carrying amount of the debt liability. The costs were amortized over the estimated contractual life of the related debt instrument using the effective interest method and were included in interest expense in the condensed statements of operations.

In addition, since the instruments included a substantive conversion feature as of time of issuance, the issuance of equity securities to settle the outstanding notes with the conversion were accounted for as a contractual conversion withno gain or loss recognized related to the equity securities issued to settle the instrument. SeeNote2* - Convertible Notes Payable* for additional information.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes athree-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

Level1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level3 – inputs to the valuation methodology are unobservable and significant to the fair value and require significant judgment and estimation.

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Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. While the Company believes that its valuation methods are appropriate, the Company recognizes that the use of different methodologies or assumptions to determine the fair value could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values are the probability weighting of the different settlement outcomes used.

The Company didnot have any assets or liabilities measured at fair value as of* December 31, 2025* and* March 31, 2025*.

The Company accounted for the Purchase Agreement as a derivative asset measured at fair value on an on-going basis. At inception and as of* December 31, 2025*, the fair value of the derivative asset generated from the Purchase Agreement is $0.

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, approximate fair value due to the relatively short period to maturity for these instruments.

Related Parties

The Company follows Accounting Standards Codification ("ASC")850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See further discussion in Note5 below on this matter.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely thannot that some portion or all of a deferred tax asset willnot be realized. As of* December 31, 2025* and* March 31, 2025* the Company determined a full valuation allowance was required to offset its deferred tax assets as a result of recurring operating losses.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely thannot to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. As of* December 31, 2025* and* March 31, 2025* the Company hadno uncertain tax positions.

The Company doesnot expect to pay any significant federal, state, or foreign income taxes in its fiscal year2026 (ending* March 31, 2026)as a result of the losses recorded during thenine* months ended* December 31, 2025* and the additional losses expected for the remainder of its fiscal year2026 and cumulative net operating loss carryforwards. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely thannot” that some component or all of the benefits of deferred tax assets willnot be realized.

The Company recordedno income tax provision for thethree andnine months ended* December 31, 2025and2024*, respectively. The effective tax rate for thethree andnine months ended* December 31, 2025and2024* is zero. The Company estimates its annual effective tax rate at the end of each quarterly period. Jurisdictions with a projected loss for the year whereno tax benefit can be recognized due to the valuation allowance could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.

Stock-based Compensation

Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. For awards with a performance condition, compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the Company had paid cash for the goods or services. The Company estimates the fair value of options and equity classified warrants granted using an options pricing model. Expense is recognized within general and administrative and research and development expenses and forfeitures are recognized as they are incurred.

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Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") ASC480, Distinguishing Liabilities from Equity (“ASC480”) and ASC815, Derivatives and Hedging (“ASC815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC480, meet the definition of a liability pursuant to ASC480, and whether the warrants meet all of the requirements for equity classification under ASC815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that donot meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using a Black-Scholes pricing model or a Monte Carlo simulation.

Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, which includes shares issuable for little tono consideration upon the exercise of certain equity-classified warrants. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Generally, the Company's warrants issued to investors in connection with capital transactions are participating securities as the holders receive the right to participate pro rata in distributions, but they arenot obligated to fund losses. In periods of loss, sinceno income is allocated to these securities, the Company's use of the "treasury stock method" derives the same result. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted calculation for the entire period being presented.

As of* December 31, 2025and2024*, dilutive securities that werenot included in the calculations of the loss per common share because they would be anti-dilutive included the following:

Research and Development Costs

Research and development costs are expensed as incurred.

Advertising

It is the Company's policy to expense advertising costs as incurred. Advertising expenses are included within general and administrative expenses within the statement of operations. For thethree andnine months ended* December 31, 2025*, the Company recordedno advertising expenses. For thethree andnine months ended* December 31, 2024*, the Company recorded $0 and less than $0.1 million, respectively, of advertising expenses.

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JOBS Act Accounting Election

The Company qualifies as an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of2012 (the “JOBS Act”). The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has electednot to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This* may*make comparison of the Company’s financial statements with another public company which is neither an early-stage company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Segments

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources in assessing performance. Management has determined that the Company operates inone reportable segment, which is advancing the development of innovative technologies for sensing and treating disorders relating to the nervous system. The Company is initially focused on developing the technology for patients with pancreatic cancer, however, the Company believes the technology constitutes a platform with the potential to address several indications, including chronic pain management, hypertension, cardiovascular disease and a wide range of other nerve-related disorders. The Company's CODM is its Chief Executive Officer.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance based on net loss, which is reported on the Statements of Operations. The measure of segment assets is reported on the balance sheet as total assets.

To date, the Company hasnot generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances its' technology through all stages of development and clinical trials and, ultimately, seeks regulatory approval.

As such, the CODM primarily evaluates performance of the Company using various financial metrics, including the combined net income (loss) from operations, also shown on the Statements of Operations, forecasted cash expenditures and existing and forecasted cash balances. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of segment performance and allocation of resources. All of the Company's assets are located in the United States. The significant expense categories within net loss from operations that the CODM regularly reviews are expenses related to research and development, general and administrative, and depreciation and amortization. The significant expense categories and subcategories are reported on the Statements of Operations. Other expenses included in the Company’s net loss include other income (expense), interest income, net, and any additional non-operating expenses that are reported in the Statements of Operations.

Recent Accounting Pronouncements

In* December 2025,the FASB issuedASU2025-12 Codification Improvements*: The amendments in this update are effective for all entities for annual reporting periods beginning after* December 15, 2026,and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements havenot* yet been issued or made available for issuance. If an entity adopts the amendments in this update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity* mayelect to early adopt the amendments on an issue-by-issue basis. An entity should apply the amendments in this update (except for the amendments to Topic260,* Earnings Per Share) usingone of the following transition methods:1. Prospectively to all transactions recognized on or after the date that the entityfirst applies the amendments2. Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity* mayelect the transition method on an issue-by-issue basis. For the amendments in this update to Topic260,* an entity should apply the amendments retrospectively to each prior reporting period presented in the period of adoption. The Company is currently evaluating the new guidance to determine the impact it* may*have on its financial statements and related disclosures.

In* December 2025,the FASB issuedASU2025-11 Interim Reporting (Topic270): Narrow-Scope Improvements*: The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after* December 15, 2027,for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028,for entities other than public business entities. Early adoption is permitted for all entities. The amendments in this update can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may*have on its financial statements and related disclosures.

In* November 2024and January 2025,the FASB issuedASU2024-03 and ASU2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments to the standards are effective for fiscal years beginning after December 15, 2026,and for interim periods within fiscal years beginning after December 15, 2027.Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may*have on its financial statements and related disclosures.

In* December 2023,the FASB issuedASU2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures,”* which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after* December 15, 2024.The Company is currently evaluating the new guidance to determine the impact it may*have on its financial statements and related disclosures.

There areno other effective pronouncements, or pronouncements issued butnot yet effective, if adopted, that management believes would have a material effect on the accompanying financial statements.

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Note2 – Convertible Notes Payable

On* September 9, 2023,the Company's Board authorized an offering of up to $2.0 million in unsecured, non-interest-bearing convertible promissory notes (the “Notes”) and accompanying warrants (the “Bridge Financing Warrants”) (collectively, the “Bridge Offering”) which Notes were to mature on December 31, 2025.*The Notes provided that, on the closing date of the IPO, the outstanding principal would be automatically converted into common stock at the conversion price of $40.00. Each dollar in principal amount of Notes purchased was accompanied by afive-year Bridge Financing Warrant to purchase approximately 0.0125 shares of common stock with an exercise price of $20.00 per share. The Company recorded the Bridge Financing Warrants as a discount to the Notes.

The Bridge Financing Warrants can be exercised from the date of Notes issuance through thefive-year anniversary of the issuance of the Notes. The Note holders werenot permitted to convert their Notes when the holders or any of their affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion.

The Company received proceeds of $2.0 million of Notes from the Bridge Offering. The Company’s effective interest rate for the Notes was 15.3% due to the amortization of the discount stemming from the issuance of the Bridge Financing Warrants. On* January 26, 2024,the Company consummated its initial public offering (“IPO”). In connection with the closing of the IPO, a portion of the Notes were converted into 16,750 shares of common stock. Upon the closing of the IPO, certain Notes that were to be automatically converted according to their terms into common stock werenot* converted due to restrictions on the holders of the Notes or any of their affiliates beneficially owning in excess of 4.99% of the Company's common stock after such conversion. The remaining portion of the Notes were converted into 33,250 shares of common stock in* March 2025*.

Warrants - Convertible Promissory Notes

From* Septemberto December 2023,*the Company issued the Notes with the detachable Bridge Financing Warrants. The Company utilized a Monte Carlo simulation model to determine the fair value of each Bridge Financing Warrant. The key inputs to the Monte Carlo simulation used to determine the fair value of each warrant include, the Company’s stock price fair value which was determined through a back solve calculation such that the stock price results in the average total value of the Notes and the Bridge Financing Warrants being equal to the cash proceeds received, volatility based on a selection of publicly held peer companies of 101.88%, expected term of 5 years, risk free rate of 4.40%, discount rate of 20.00% and a discount for lack of marketability of 15.77%.

During thethree andnine months ended* December 31, 2025*, the Company recordedno interest expense. During thethree andnine months ended* December 31, 2024*, the Company recorded less than $0.1 million and $0.1 million, respectively, in interest expense related to the amortization of the debt discount.

The following table presents a summary of activity for the Bridge Financing Warrants issued in connection with the Notes:

Note3 – Equity

On* November 29, 2023,*the Company’s Board and applicable shareholders approved an amendment to the Company’s certificate of incorporation that increased the authorized shares to 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.001 per share. The specific rights of the preferred stock shall be determined by the Board.

Preferred Stock

As of* December 31, 2025*, the Company hadno shares of preferred stock outstanding.

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Restricted Stock

On* February 15, 2024,*the Company issued 1,750 restricted shares of common stock to the Company's marketing consultant at the closing price of $76.00 of the Company's common stock. The total value of these shares was $133,000. These shares vested monthly over a 12-month period beginning on the issue date.

The following table summarizes stock-based compensation related to restricted stock as follows:

As of* December 31, 2025*, there wasno unrecognized stock-based compensation expense related to restricted stock.

Common Stock

On* February 28, 2025,the Company entered into an At Market Issuances Sales Agreement (the "ATM Agreement") with Ladenburg, Thalmann & Co. Inc. (the "Agent"). Pursuant to the terms of the ATM Agreement, the Company was initially able to sell from time to time through the Agent, as sales agent or principal, shares of its common stock with an initial aggregate sales price of up to $2.1 million. On August 25, 2025,the Company increased the aggregate sales price of shares of its common stock that maybe sold pursuant to the ATM Agreement by $1.4 million. As of December 31, 2025,the revised aggregate sales price of shares that maybe sold under the ATM Agreement was $3.5 million. As of December 31, 2025,*the Company sold 2,386,216 shares for net proceeds of approximately $3.4 million. The Company paid offering costs of $0.1 million.

On* August 25, 2025,the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company maysell up to $15.0 million in shares of the Company’s common stock. The Company's net proceeds under the Purchase Agreement will depend on i) the frequency of sales; ii) the number of shares sold; and iii) the prices at which we sell shares to Lincoln Park. The Company also issued 261,932 shares of Company common stock (the “Commitment Shares”) to Lincoln Park in consideration for its commitment to purchase shares of Company common stock under the Purchase Agreement from time to time at the Company’s direction. As of December 31, 2025,*the Company has sold 10,000 shares of the Company's common stock under the Purchase Agreement. The Company paid transaction expenses of $0.3 million.

Stock Plan and Stock Options

In* June 2023,*the Company adopted, and the Company’s shareholders approved, the Autonomix Medical, Inc.2023 Stock Plan (the “Plan”). The Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards and stock unit awards to key employees, non-employee directors, and consultants, subject to certain individual threshold limitations. The Plan initially provided for up to 200,000 shares to be issued, subject to adjustments as provided in the Plan. Shares that are surrendered because of forfeiture, expiration, termination, or cancellation are available for re-issuance.

In* August 2023,the Plan was amended to allow for an automatic increase of the available shares for issuance, whereby on the1st* of each fiscal year, beginning on* April 1, 2024and ending on (and including) April 1, 2033in an amount equal tofive* percent (5%) of the total number of shares of the Company's common stock outstanding on the* March**31st* immediately preceding the applicable date. However, the Board* mayact prior to the automatic increase of a given year to provide that there will beno* increase for such year, or that the increase for such year will be a lesser number of shares of the Company's common stock. On* April 1, 2024and2025,* the Plan was increased by 47,116 and 124,852 shares, respectively.

In* July 2025,the Company entered into stock option cancellation agreements with certain employees to cancel an aggregate of 57,331 stock options. Employees that elected to cancel their stock options were granted severance agreements for three,six ornine* months of their base salary (under certain conditions). On* August 11, 2025,the Company entered into stock option cancellation agreements with Board members and certain officers of the Company to cancel an aggregate of 177,652 stock options. The Company's Board members included Mr. Walter Klemp, Executive Chairman of the Board; Ms. Lori Bisson, Executive Vice Chairman of the Board; and Mr. Chris Capelli, Director, respectively, and included amounts of 8,773; 65,542; and 3,750, respectively. The Company's officers included Mr. Brad Hauser, Chief Executive Officer and President; Mr. Landy Toth, Chief Technology Officer; Mr. Robert Schwartz, Chief Medical Officer; and Mr. Trent Smith, Chief Financial Officer, respectively, and included amounts of 45,000; 8,773; 13,159; and 32,655, respectively. Mr. Hauser was grantedthree* months of his base salary, in addition to thetwelve months of his base salary per his* July 17, 2024employment agreement. Mr. Toth and Mr. Schwartz were granted severance agreements that amounted tonine* months of their base salary. Mr. Smith was grantedthree months of his base salary, in addition to thenine months of his base salary per his* July 24, 2023employment agreement. For thenine* months ended* December 31, 2025*, as a result of the cancellation, the Company accelerated the recognition of $3.7 million of stock-based compensation expense. In exchange for the cancellation of the stock options, the Company entered into severance agreements with the certain employees, Board members and officers of the Company to provide the terms and conditions that would govern salary and benefits in the event of any future reductions in force. This was accounted for as a repurchase forno consideration.

The following table summarizes the stock option activity for thenine months ended* December 31, 2025*:

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During thenine months ended* December 31, 2025*, the Company granted options to purchase 5,000 shares of common stock with a contractual term that vests annually over four years on the anniversary date. The options had an aggregate grant date fair value of approximately $9 thousand that was calculated using the Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: (1) fair value of common stock on the measurement date; (2) discount rate ranging of 4.06% based on the daily yield curve rates for U.S. Treasury obligations, (3) expected life of 6.25 years based on the simplified method (vesting plus contractual term divided bytwo) and (4) expected volatility of 139% based on the historical volatility of comparable companies' stock.

All options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at* December 31, 2025* was less than $0.1 million. During thethree andnine months ended* December 31, 2025*, the Company recorded stock-based compensation - option expense of $0 and $3.6 million, respectively, in general and administrative expense and less than $0.1 million and $0.6 million, respectively, in research and development expense. The amounts during these periods include the recognition of the remaining unamortized stock-based compensation - option expense related to the stock option cancellation agreements stated above. During thethree andnine months ended* December 31, 2024*, the Company recorded stock-based compensation - option expense of $0.3 million and $1.0 million, respectively, in general and administrative expense and less than $0.1 million and $0.2 million, respectively, in research and development expense.

License Agreement

On* July 10, 2024,the Company entered into a license agreement with RF Innovations, Inc. (“RFI”), a privately held medical technology company, to license products utilizing RFI’s intellectual property related to its Apex6* Radiofrequency Generator (the “Licensed Products”). The Apex6 Generator is a United States Food and Drug Administration (“FDA”) cleared ablation technology designed to lesion neural tissue for pain management in the peripheral nervous system. Pursuant to the agreement, RFI granted us a perpetual non-exclusive worldwide royalty free fully paid license related to the Licensed Products, provided that the license didnot include the right to sell certain products to customers for the treatment of spine pain. In connection with the agreement, the Company issued RFI 12,500 shares of its common stock as consideration for the license. The Company determined that the fair value of the shares granted was $0.1 million, which represented its stock price on the date of the agreement less a 25.6%discountfor lack of marketability (“DLOM”). The Company concluded a DLOM was appropriate as the shares were subject to an initial lock-up period ofsix months followed by restrictions that allow for a maximum of 10% of total shares to be sold within a30-day period. The DLOM effectively reflects the value of an average strike put option relative to the Company's stock price and was calculated based on the Finnerty average put model. The Company concluded that the licensed technology qualified as a research and development expense pursuant to ASC Topic730, Research and Development, as the Company doesnot have an alternative future use for the technology and the Company doesnot have a plan to otherwise monetize the Licensed Products. The agreement provides RFI the right to terminate the license if we breach any representation, warranty or covenant contained in the agreement, subject to any relevant cure periods, or if we are subject to a bankruptcy or insolvency event.

Offering Agreement

On* November 22, 2024,the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the several underwriters (the “Underwriters”), in connection with a firm commitment underwritten public offering (the “November 2024Offering”) of: (i)458,691 common units (the “Common Units”), each Common Unit consisting ofone share of Company common stock andone series A warrant to purchaseone share of common stock (the “Series A Warrants”); and (ii)917,596 pre-funded units (the “Pre-Funded Units”) and together with the Common Units, the "Units", each Pre-Funded Unit consisting ofone pre-funded warrant to purchaseone share of common stock (the “Pre-Funded Warrant”) andone Series A Warrant. The purchase price of each Common Unit was $6.540, and the purchase price of each Pre-Funded Unit was $6.539. In addition, the Company granted the Underwriters a 45-day option to purchase an additional 206,422 shares of common stock, and/or an additional 206,422 Series A Warrants, solely to cover over-allotments, if any. The Pre-Funded Warrants had an exercise price of $0.001 per share and were immediately exercisable. The Series A Warrants had an exercise price of $6.540 per share, were immediately exercisable and maybe exercised at any time until thefive-year anniversary of the date of issuance. Both the Pre-Funded Warrants and the Series A Warrants are subject to a beneficial ownership limitation of 4.99%. The November 2024Offering closed on November 25, 2024.On November 22, 2024,*the Underwriters partially exercised their over-allotment option with respect to 156,809 shares of common stock and 156,809 Series A Warrants. Under the terms of the Underwriting Agreement, the Underwriters received an underwriting discount of 8.0% to the public offering price for the Units. The Company also issued to the representative of the Underwriters (the "Representative") Representative's Warrants to purchase up to 91,985 shares of common stock. The aggregate gross proceeds to the Company, including the partial exercise of the over-allotment option, were approximately $10.0 million, before deducting underwriting discounts and other expenses by the Company of $1.5 million, including $0.5 million of non-cash expenses. The net cash proceeds to the Company were approximately $9.0 million.

The Pre-Funded Warrants have an exercise price of $0.001 per share, are immediately exercisable and* maybe exercised at any time until all of the Pre-Funded Warrants are exercised in full, subject to a beneficial ownership limitation of 4.99%. The Series A Warrants have an exercise price of $6.540 per share and maybe exercised at any time until thefive-year anniversary of the date of issuance, subject to a beneficial ownership limitation of 4.99%. The Pre-Funded Warrants and Series A Warrants were issued pursuant to a Warrant Agency Agreement between the Company and Equity Stock Transfer, LLC. The Series A Warrants and the Representative’s Warrants, largely have the same terms and conditions, except the Representative’s Warrants werenot* exercisable until* May 21, 2025and are subject to a 180-day lock-up prior to being transferable. The Series A Warrants and Representative’s Warrants may,at the option of the holder be settled upon a change of control at the Black-Scholes value, as defined in the agreement. Upon a change of control the holder mayreceive cash, other assets or shares of the successor entity, depending on the specific nature of the change of control transaction and the settlement options afforded to the holders of common stock. The Company analyzed the Pre-Funded Warrants, the Series A Warrants, and the Representative’s Warrants (collectively the “Offering Warrants”) in accordance with ASC Topic480,* Distinguishing Liabilities from Equity and ASC Topic815, Derivatives and Hedging. Management concluded that the Offering Warrants meet all the requirements for equity classification. Since the Offering Warrants meet the requirements for equity classification and the Offering represents an arms-length cash transaction, the Common Units and Pre-Funded Units were recorded in equity based on the proceeds received, net of issuance costs.

At issuance the Pre-Funded Warrants had a fair value of $6.3290 per share, which represented the common stock issuance price less the $0.001 exercise price. At issuance, the Series A Warrants and the Representative’s Warrants had a fair value of $5.3597 and $5.2125 per share, respectively, which was determined using a Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: (1) fair value of common stock on the measurement date; (2) discount rate of 4.17% based on the daily yield curve rates for U.S. Treasury obligations, (3) the contractual term of the warrants and (4) expected volatilityof 144.15% based on the historical volatility of comparable companies' stock. Due to the relative volume of Series A Warrants and Representative’s Warrants issued compared with the Company’s outstanding shares, the Company's stock price was adjusted for the effects of dilution.

In connection with the* November 2024*Offering, the Company incurred total offering costs of $1.5 million. This was comprised of $1.0 million in cash offering costs and $0.5 million for the fair value of the Representative’s Warrant issued.

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Equity-Based Stock Warrants

** November 2025Securities Purchase Agreement

On* November 18, 2025,the Company entered into a Securities Purchase Agreement (the "Agreement") with an institutional investor (the “Investor”), pursuant to which the Investor purchased in a private placement: (i) pre-funded warrants to purchase 4,501,666 shares of the Company’s common stock (the “Pre-Funded Warrants”); and (ii) Series C Warrants to purchase up to an aggregate of 9,003,332 shares of the Company's common stock (the “Common Warrants”) (the “November 2025Offering”). The Common Warrants and Pre-Funded Warrants are collectively referred to herein as the “Warrants”. The combined purchase price ofone* Pre-Funded Warrant and accompanying Common Warrants was $1.1097. Subject to certain ownership limitations, the Warrants are exercisable immediately upon issuance (the “Initial Exercise Date”). The exercise value of Pre-Funded Warrants was $0.001 per warrant share of the Company's common stock. The Common Warrants are exercisable intoone share of the Company's common stock at a price per share of $0.8607 (as adjusted from time to time in accordance with the terms thereof) and expire five andone-half years from the Initial Exercise Date. The Common Warrants are immediately exercisable for cash and* maybe exercised on a cashless basis if, at any time after thesix*-month anniversary of the Initial Exercise Date, there isno registration statement registering, or the prospectus contained therein isnot available for, the issuance or resale of shares of the Company's common stock underlying the Common Warrants to or by the holder. The holder of a Common Warrant is prohibited from exercising any Common Warrants to the extent that such exercise would result in the number of shares of the Company's common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage* maybe increased or decreased at the holder’s electionnot* to exceed 9.99%. In the event of certain fundamental transactions, the holder of the Common Warrants will have the right to receive the Black Scholes Value (as defined in the Common Warrants) of its Common Warrants calculated pursuant to a formula set forth in the Common Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock. With limited exceptions, the Company has agreednot to enter into or announce any transaction for the sale of any of its equity securities or securities convertible into its equity securities for a period of60 days from the effective date of the Registration Statement pursuant to which the resale of the shares of the Company's common stock underlying the Warrants was registered. The Company has agreednot to effect or enter into an agreement to effect any issuance of the Company's common stock or any securities convertible into or exercisable or exchangeable for shares of the Company's common stock involving a Variable Rate Transaction (as defined in the Agreement) untilsix months after the effective date of the Registration Statement; provided that after60 days from the effective date of the Registration Statement, the Company will be permitted to make sales under its “at-the-market offering” sales agreement if the price per share of the Company's common stock in such transaction is greater than $1.1107 per share. The gross proceeds to the Company from the* November 2025Offering were approximately $5.0 million, before deducting the Placement Agent’s commission and fees of$450 thousand and other offering expenses of $36 thousand and excluding the proceeds from the exercise of the Warrants. As of December 31, 2025,*all 4,501,666 of these Pre-Funded Warrants were exercised at an exercise price of $0.001 per warrant share for incremental proceeds of $4.5 thousand.

At issuance the Series C Warrants had a fair value of $0.81 per share, respectively, which was determined using a Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: (1) fair value of common stock on the measurement date; (2) discount rateof 3.76% based on the daily yield curve rates for U.S. Treasury obligations, (3) the contractual term of the warrants and (4) expected volatility of approximately 154.8% based on the historical volatility of the company's common stock, respectively. Due to the relative volume of Series C Warrants issued compared with the Company’s outstanding shares and trading volume, the Company's stock price was adjusted for the effects of dilution.

The Company accounted for the* November 2025Offering as a capital transaction for the cash proceeds received, net of issuance costs. As a result of the application of ASC Sub-topic815*-40, it was determined that the Pre-Funded Warrants and Series C Warrants both met the requirements for equity classification. The proceeds from the Agreement were recorded in additional paid-in capital, net of the costs incurred.

In connection with the above* November 2025Offering, on November 18, 2025,*the Company entered into a placement agency agreement with Maxim Group LLC (the “Placement Agent”) (the “Placement Agreement”), pursuant to which the Company agreed to pay the Placement Agent an aggregate fee equal to up to 8% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also reimbursed the Placement Agent $50,000 for the Placement Agent’s expenses.

The Company agreed to file a registration statement (the “Registration Statement”) registering the resale of the Common Stock underlying the Warrants, within20 days from the date the Agreement was executed, and to use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the SEC within60 days from the date of the Agreement (or90 days from the date of the Agreement if the SEC reviews the Registration Statement).

The Company filed a Registration Statement with the SEC on* November 26, 2025,which went effective on December 11, 2025.*

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** July 2025Warrant Inducement Agreement

On* July 21, 2025,the Company entered into warrant exercise inducement offer letters (each, an "Inducement Letter") with the holders ("Holders") of certain existing warrants issued in the November 2024Offering to purchase up to 1,477,596 shares of the Company's common stock (the "Existing Warrants"). The Existing Warrants had an exercise price of $6.54 per share. Pursuant to the Inducement Letters, the Company agreed to reduce the exercise price of the Existing Warrants to $1.723 per share and the Holders agreed: (i) to exercise Existing Warrants to purchase 855,000 shares of Company common stock for $1.723 per share; and (ii) to prepay $1.722 per share of the reduced exercise price for Existing Warrants to purchase 622,596 shares of Company common stock in consideration of the Company further reducing the exercise price of such Existing Warrants to purchase 622,596 shares of Company common stock to $0.001 per share with a modified exercise term of 5.5 years. In consideration of the foregoing, the Company agreed to issue the Holders new warrants to purchase up to a number of shares of Company common stock equal to 100% of the number of shares of Company common stock underlying the Existing Warrants, comprised of new Series B warrants to purchase up to 1,477,596 shares of Company common stock (the “Inducement Warrants” and the shares of Company common stock underlying the Inducement Warrants, the “Inducement Warrant Shares”) at $1.723 per share with an exercise term of 5.5 years from the initial exercise date. In addition, the Company issued 88,656 Placement Agent Warrants at $2.671 per share with an exercise term of 5 years. The Company received total gross proceeds of approximately $2.5 million, less cash expenses paid to the Placement Agent and advisors of approximately $0.3 million. Upon a change in control, the holder of warrants outstanding after the inducement transaction mayreceive cash, other assets or shares of the successor entity, depending on the specific nature of the change of control transaction and the settlement options afforded to the holders of common stock. All warrants issued or modified by the transaction meet the requirements for equity classification pursuant to ASC Sub-Topic815*-40.

At issuance the Inducement Warrants and the Placement Agent Warrants had a fair value of $1.56 and $1.50 per share, respectively, which was determined using a Black-Scholes option pricing model. Variables used in the Black-Scholes option pricing model included the following: (1) fair value of common stock on the measurement date; (2) discount rate of 3.93 or 3.88% based on the daily yield curve rates for U.S. Treasury obligations, (3) the contractual term of the warrants and (4) expected volatility of approximately 150% and 151% based on the historical volatility of comparable companies' stock, respectively. Due to the relative volume of Series A Warrants and Placement Agent Warrants issued compared with the Company’s outstanding shares, the Company's stock price was adjusted for the effects of dilution.

The Company accounted for the Inducement Letter as a capital transaction for the cash proceeds received, net of issuance costs. As a result of the application of ASC Sub-topic815-40, the Company considered the modification of the Existing Warrants and the issuance of the Inducement Warrants to represent a cost of the capital transaction.

The Company* may**not* effect the exercise of certain Inducement Warrants, which upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the Holder (together with its affiliates) to exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage of ownership is determined in accordance with the terms of such Inducement Warrants.

Subsequent to the Inducement Letter,622,596 modified Existing Warrants were exercised at the remaining exercise price of $0.001 per share. The table below reflects the Existing Warrants modification, exercise and issuance as 1,477,596 Existing Warrants exercised at a weighted average exercise price of $1.723 per share, which is less than the previous $6.54 exercise price, and 1,477,596 Inducement Warrants granted at a weighted average exercise price of $1.723 per share.

The Company will periodically grant warrants to investors in connection with equity financing or tothird-party service providers in exchange for services rendered. The following table summarizes the stock warrant activity for thenine months ended* December 31, 2025*:

The unrecognized compensation expense at* December 31, 2025* for warrants issued tothird-party service providers was $0. During thethree andnine months ended* December 31, 2025*, the Company recordedno stock-based compensation - warrant expense. During thethree andnine months ended* December 31, 2024*, the Company recorded stock-based compensation - warrant expense of less than $0.1 million and less than $0.1 million, respectively.

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Note4 – Commitments and Contingencies

Legal Proceedings

From time to time, the Company* maybe involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company doesnot currently have any pending litigation to which it is a party or to which its property is subject that we believe to be material. There areno* legal matters for which a reasonably estimated range of losses can be determined. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations.

Employment Agreements

The Company has agreements with key employees to provide certain benefits, including salary and other wage-related benefits, in the event of termination. In addition, the Company has adopted a severance policy for certain employees and officers in the event of termination. In total, these benefits would amount to a range of $1.9 million to $2.5 million using the rate of compensation in effect at* December 31, 2025*.

Fractional Shares

On* November 1, 2024,the Company received notice from the Depository Trust and Clearing Corporation ("DTCC") on behalf of the brokerage firms that hold the shares of Company common stock held in “street name” that in connection with the rounding of fractional shares in connection with the Reverse Stock Split, the Company would need to issue 271,846 shares of common stock for the rounding of shares. The Company doesnot* believe the number of shares being requested is correct based on the historical number of shareholders of its common stock and is aware of similar anomalies in recent months for other companies completing a Reverse Stock Split. The Company doesnot intend to issue any shares in connection with the fractional shares and has concluded that an obligation shouldnot be recorded in its financial statements. The Company isnot currently subject to any pending litigation as a result of the fractional roundup shares.

Note5 – Related Party Transactions

On* December 21, 2021,the Company entered into a license agreement with a company controlled by a significant stockholder of the Company (“Licensee”). On July 7, 2023,the Company and the Licensee entered into an Exclusive License Termination Agreement (the “Termination Agreement”) in exchange for the issuance, upon the closing of the Company’s initial public offering withinone* year of the agreement’s execution, of a warrant to purchase shares of the Company for a variable number of shares. The variable number of shares issued was based upon a fixed value of $8.0 million divided by the price per share in the offering. The warrants were exercisable at a price of $0.02 per share and* maybe exercised any time after the issuance date, subject to a beneficial ownership limitation, and expired five years from the original issuance. The warrants didnot* provide voting rights, dividend rights, and other rights of a shareholder prior to exercise. The shares underlying the warrant were subject to a lockup agreement for a period ofsix months after the closing of the offering with respect to 12.5% of the shares issued andtwelve months after the closing of the offering for the remainder of the shares. The Company agreed to register the resale of the shares of common stock underlying the warrant upon a notice of20 business days by the Warrant holder. The completion of the Company’s IPO fixed the number of warrant shares issuable and the Company re-classified the Warrant to additional paid in capital as it met the requirements for equity classification.

On* January 29, 2024,pursuant to the Termination Agreement, the Company issued a warrant to purchase 80,000 shares (the “Warrant”) pursuant to the Termination Agreement to the Licensee.In August 2025,*54,400 shares of the Warrant, with an exercise price of $0.02, were exercised on a cashless basis for 53,569 shares of the Company's common stock.