{"url_path":"/sec/amix/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 **         **Certain Relationships and Related Transactions, and Director Independence**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1617867/0001437749-26-020686-index.html","accession_number":"0001437749-26-020686","cik":"0001617867","ticker":"AMIX","issuer_name":"Autonomix Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1617867/0001437749-26-020686-index.html","primary_entity_key":"0001617867","primary_entity_name":"Autonomix Medical, Inc."},"word_count":565,"has_tables":true,"body_markdown":"**Item 13.**         **Certain Relationships and Related Transactions, and Director Independence**\n\n \n\n**Policies and Procedures for Related Party Transactions**\n\n \n\nOur audit committee charter provides that our audit committee is responsible for reviewing and approving in advance any related party transaction. This will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or will be a participant to, where the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In determining whether to approve a proposed transaction, our audit committee will consider all relevant facts and circumstances including: (i) the materiality and character of the related party’s direct or indirect interest; (ii) the commercial reasonableness of the terms; (iii) the benefit or perceived benefit, or lack thereof, to us; (iv) the opportunity cost of alternate transactions; and (v) the actual or apparent conflict of interest of the related party.\n\n \n\n**Director Independence**\n\n \n\nThe rules of the Nasdaq Stock Market, or the Nasdaq Rules, require a majority of a listed company’s board of directors to be composed of independent directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director and any affiliations with our company.\n\n \n\n16\n\n[Table of Contents](#toc)\n\n \n\nOur board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Ms. Bisson and Mr. Klemp, are independent as defined under the Nasdaq Rules."}