Business Context and Reporting Period
This Form 8-K Current Report was filed by Autonomix Medical, Inc. on June 17, 2024. The filing discloses significant changes in executive leadership and associated compensatory arrangements effective as of the report date.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive employment terms and equity grants.
Material Changes
- Executive Leadership Transition: Brad Hauser was appointed as Chief Executive Officer and President. Lori Bisson, the former CEO, transitioned to the role of Executive Vice Chair and Strategic Adviser to the CEO.
- Unregistered Equity Sales: The Company granted 900,000 shares of common stock via "Inducement Options" to Brad Hauser outside of the 2023 Stock Plan, pursuant to Nasdaq Listing Rule 5635(c)(4).
Guidance, Outlook, and Management Commentary
The filing details specific compensation structures for the new leadership team but provides no forward-looking financial guidance or operational outlook.
Brad Hauser Compensation Terms
- Role: CEO and President (Initial 3-year term).
- Base Salary: $450,000 annually.
- Target Bonus: 60% of base salary.
- Equity Grant: 900,000 options vesting in four equal annual installments (225,000 shares/year). Exercise price equals the closing stock price on June 17, 2024.
- Severance: 12 months of base salary plus 100% of target bonus upon termination without "cause" or for "good reason." This increases by 50% if termination occurs within 3 months prior to or 12 months after a "change of control."
- Excise Tax Gross-Up: The Company agreed to provide gross-up payments to cover Section 4999 excise taxes if triggered.
Lori Bisson Compensation Terms
- Role: Executive Vice Chair and Strategic Adviser (Initial 2-year term).
- Base Salary: $150,000 annually.
- Target Bonus: 50% of base salary.
- Equity: Continued vesting in prior option grants; eligible for new annual grants starting fiscal year 2025.
- Severance Waiver: Ms. Bisson waived severance payments related to her change in position.
Investor Verification Checklist
- Verify the closing stock price on June 17, 2024, to determine the exercise price of the 900,000 Inducement Options granted to Brad Hauser.
- Review the attached press release (Exhibit 99.1) for additional strategic context regarding the leadership transition.
- Confirm the terms of the "Inducement Options" to ensure compliance with Nasdaq Listing Rule 5635(c)(4) as stated in the filing.
- Monitor future filings for the impact of the new executive compensation structure on the Company's cash burn and equity dilution.