# Immix Biopharma, Inc. (IMMX) 10-K/A SEC filing - FY2025 - Filed: Mar 27, 2026, 5:28 PM EDT - Fiscal year: FY2025 - Accession: 0001493152-26-013298 - OpenCapital page: https://www.opencapital.sh/filings/0001493152-26-013298 - Markdown URL: https://www.opencapital.sh/filings/0001493152-26-013298.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1873835/000149315226013298/0001493152-26-013298-index.htm ## Filing documents - [10-K/A (form10-ka.htm)](https://www.sec.gov/Archives/edgar/data/1873835/000149315226013298/form10-ka.htm) --- ## 10-K/A SEC source: [form10-ka.htm](https://www.sec.gov/Archives/edgar/data/1873835/000149315226013298/form10-ka.htm) **UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM10-K/A** (Amendment No. 1) ☒ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the fiscal year ended December 31, 2025 ☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the transition period from ________ to _________ Commission file number 001-41159 **IMMIX BIOPHARMA, INC.** (Exact name of registrant as specified in charter) **Delaware** **45-4869378** (State or other jurisdiction of
incorporation or organization) I.R.S. Employer
Identification No. | 11400 West Olympic Blvd., Suite 200, Los Angeles, CA | 90064 | | --- | --- | | (Address of principal executive offices) | (Zip code) | **(310) 651-8041** (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: **Title of each class** **Trading Symbol(s)** **Name of each exchange on which registered** Common stock, $0.0001 par value IMMX The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: **None.** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, 2025 was $35,708,995 based upon the closing price of the registrant’s common stock of $2.07 on The Nasdaq Capital Market as of that date. Number of shares of common stock outstanding as of March 20, 2026 was 52,964,549 shares. Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement (the “2026 Proxy Statement”) relating to its 2026 annual meeting of stockholders (the “2026 Annual Meeting of Stockholders”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2026 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. **EXPLANATORY NOTE** Immix Biopharma, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2025, previously filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “Original Filing”), for the sole purpose of reflecting the correct date of the Report of Independent Registered Public Accounting Firm (the “Auditor Report”) (correct: March 25, 2026). No other changes have been made to the financial reports or 10-K content compared to the 10-K filed on March 25, 2026. In addition, pursuant to the rules of the SEC, the exhibit list included herewith reflects currently-dated auditor consent and certifications from the Company’s Chief Executive Officer and Chief Financial Officer, which are filed as exhibits to this Amendment No. 1. Except for the foregoing amended information, this Amendment No. 1 does not amend or update any other information contained in the Original Filing, or reflect any events that have occurred after the filing of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing. **PART II** **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** **IMMIX BIOPHARMA, INC.** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** **Page** Audited Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024: [Report of Independent Registered Public Accounting Firm – Crowe LLP](#f_001) (PCAOB ID: 173) F-2 [Consolidated Balance Sheets as of December 31, 2025 and 2024](#f_002) F-3 [Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024](#f_003) F-4 [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024](#f_004) F-5 [Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#f_005) F-6 [Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024](#f_006) F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and the Board of Directors of Immix Biopharma, Inc. Los Angeles, California **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Immix Biopharma, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/Crowe LLP We have served as the Company’s auditor since 2024. Los Angeles, California March 25, 2026 F-2 **Immix Biopharma, Inc.** ### Consolidated Balance Sheets | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | ASSETS | | | | Current assets: | | | | Cash and cash equivalents | $93,928,566 | $17,681,954 | | Short-term investments | 6,480,860 | - | | Tax receivable | - | 1,974,370 | | Prepaid expenses and other current assets | 828,329 | 541,510 | | Total current assets | 101,237,755 | 20,197,834 | | Other assets | 20,418 | 20,418 | | Deferred offering costs | 93,630 | - | | Right-of-use asset, net | 966,917 | 989,471 | | Property and equipment, net | 2,521,621 | 1,740,149 | | Total assets | $104,840,341 | $22,947,872 | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | Current liabilities: | | | | Accounts payable and accrued expenses | $9,971,207 | $8,621,899 | | Operating lease liabilities - current | 139,339 | 65,219 | | Total current liabilities | 10,110,546 | 8,687,118 | | Operating lease liabilities - long term | 933,625 | 1,009,551 | | Total liabilities | 11,044,171 | 9,696,669 | | Commitments and contingencies | | | | Stockholders’ equity: | | | | Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | | - | | Common stock, $0.0001 par value; 200,000,000 shares authorized; 53,023,466 shares issued and 52,951,103 shares outstanding at December 31, 2025, and 27,612,383 shares issued and 27,540,020 shares outstanding at December 31, 2024 | 5,301 | 2,762 | | Additional paid-in capital | 198,293,956 | 88,374,131 | | Accumulated other comprehensive income | 60,160 | (1,056) | | Accumulated deficit | (104,463,284) | (75,024,671) | | Treasury stock at cost, 72,363 shares as of December 31, 2025, and 2024 | (99,963) | (99,963) | | Total stockholders’ equity | 93,796,170 | 13,251,203 | | Total liabilities and stockholders’ equity | $104,840,341 | $22,947,872 | *See accompanying notes to the consolidated financial statements.* F-3 **Immix Biopharma, Inc.** ### Consolidated Statements of Operations and Comprehensive Loss | Line item | 2025 / For the Years Ended December 31, | 2024 / For the Years Ended December 31, | | --- | --- | --- | | Operating expenses: | | | | General and administrative expenses | $13,697,817 | $11,381,978 | | Research and development | 16,258,598 | 11,292,702 | | Total operating expenses | 29,956,415 | 22,674,680 | | Loss from operations | (29,956,415) | (22,674,680) | | Other income: | | | | Interest income | 555,526 | 1,017,354 | | Total other income | 555,526 | 1,017,354 | | Loss before provision for income taxes | (29,400,889) | (21,657,326) | | Provision for income taxes | 37,724 | 41,037 | | Net loss | (29,438,613) | (21,698,363) | | Net loss attributable to non-controlling interests | - | 84,987 | | Net loss attributable to Immix Biopharma, Inc. common stockholders | (29,438,613) | (21,613,376) | | Other comprehensive income (loss): | | | | Foreign currency translation | 61,216 | (135,722) | | Total other comprehensive income (loss) | 61,216 | (135,722) | | Comprehensive loss | (29,377,397) | (21,749,098) | | Loss per common share - basic and diluted | $(0.89) | $(0.76) | | Weighted average shares outstanding – basic and diluted | 32,965,706 | 28,285,637 | *See accompanying notes to the consolidated financial statements.* F-4 **Immix Biopharma, Inc.** **Consolidated Statements of Stockholders’ Equity** **For the Years Ended December 31, 2025 and 2024** | Line item | Shares / Stockholders of Immix Biopharma, Inc. / Common | Amount / Stockholders of Immix Biopharma, Inc. / Common / Stock | Capital / Stockholders of Immix Biopharma, Inc. / Additional / Paid-in | Income / Stockholders of Immix Biopharma, Inc. / Accumulated Other / Comprehensive | Deficit / Stockholders of Immix Biopharma, Inc. / Accumulated | Shares / Stockholders of Immix Biopharma, Inc. / Treasury | Amount / Stockholders of Immix Biopharma, Inc. / Treasury / Stock | Interests / Non- / Controlling | Equity / Total / Stockholders’ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance December 31, 2023 | 19,994,719 | $2,000 | $69,779,706 | $134,666 | $(53,411,295) | (72,363) | $(99,963) | $(201,737) | $16,203,377 | | Shares issued under ATM facilities for cash proceeds, net of offering costs | 68,302 | 7 | 338,488 | - | - | - | - | - | 338,495 | | Shares issued under public offering for cash proceeds, net of offering costs | 6,319,025 | 632 | 15,519,722 | - | - | - | - | - | 15,520,354 | | Shares issued for exercise of stock options | 1,251 | - | 2,489 | - | - | - | - | - | 2,489 | | Shares issued for services | 239,210 | 24 | 627,352 | - | - | - | - | - | 627,376 | | Stock-based compensation | - | - | 2,393,197 | - | - | - | - | - | 2,393,197 | | Non-controlling interests in subsidiary | - | - | 29,672 | - | - | - | - | (29,672) | - | | Buyout of non-controlling interests in subsidiary | 989,876 | 99 | (316,495) | - | - | - | - | 316,396 | - | | Net loss | - | - | - | - | (21,613,376) | - | - | (84,987) | (21,698,363) | | Foreign currency translation adjustment | - | - | - | (135,722) | - | - | - | - | (135,722) | | Balance December 31, 2024 | 27,612,383 | 2,762 | 88,374,131 | (1,056) | (75,024,671) | (72,363) | (99,963) | - | 13,251,203 | | Balance | 27,612,383 | 2,762 | 88,374,131 | (1,056) | (75,024,671) | (72,363) | (99,963) | - | 13,251,203 | | Shares issued under ATM facility for cash proceeds, net of offering costs | 1,697,504 | 169 | 4,409,261 | - | - | - | - | - | 4,409,430 | | Shares and warrants issued under private placement for cash proceeds, net of offering costs | 3,915,604 | 392 | 9,249,844 | - | - | - | - | - | 9,250,236 | | Shares issued under public offering for cash proceeds, net of offering costs | 19,117,646 | 1,911 | 93,687,770 | - | - | - | - | - | 93,689,681 | | Shares issued for exercise of stock options | 4,900 | - | 6,342 | - | - | - | - | - | 6,342 | | Shares issued for exercise of stock warrants | 156,000 | 16 | 124,784 | - | - | - | - | - | 124,800 | | Shares issued for vested restricted stock awards | 275,759 | 26 | (26) | - | - | - | - | - | - | | Shares issued for services | 243,670 | 25 | 508,725 | - | - | - | - | - | 508,750 | | Stock-based compensation | - | - | 1,933,125 | - | - | - | - | - | 1,933,125 | | Net loss | - | - | - | - | (29,438,613) | - | - | - | (29,438,613) | | Foreign currency translation adjustment | - | - | - | 61,216 | - | - | - | - | 61,216 | | Balance December 31, 2025 | 53,023,466 | $5,301 | $198,293,956 | $60,160 | $(104,463,284) | (72,363) | $(99,963) | - | $93,796,170 | | Balance | 53,023,466 | $5,301 | $198,293,956 | $60,160 | $(104,463,284) | (72,363) | $(99,963) | - | $93,796,170 | *See accompanying notes to the consolidated financial statements.* F-5 **Immix Biopharma, Inc.** ### Consolidated Statements of Cash Flows | Line item | 2025 / For the Years Ended December 31, | 2024 / For the Years Ended December 31, | | --- | --- | --- | | Operating Activities: | | | | Net loss | $(29,438,613) | $(21,698,363) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Stock-based compensation | 2,441,875 | 3,020,573 | | Depreciation | 245,747 | 32,941 | | Amortization of right of use asset | 118,754 | 82,447 | | Changes in operating assets and liabilities: | | | | Tax receivable | 2,059,507 | (971,527) | | Prepaid expenses and other current assets | (286,729) | 554,770 | | Other assets | - | (20,418) | | Accounts payable and accrued expenses | 1,027,161 | 4,401,623 | | Operating lease liability | (98,006) | 2,852 | | Net cash used in operating activities | (23,930,304) | (14,595,102) | | Investing Activities: | | | | Purchase of property and equipment | (732,925) | (1,177,680) | | Purchase of short-term investments | (6,480,860) | - | | Net cash used in investing activities | (7,213,785) | (1,177,680) | | Financing Activities: | | | | Payments of deferred offering costs | (136,999) | - | | Proceeds from exercise of stock options | 6,342 | 2,489 | | Proceeds from exercise of stock warrants | 124,800 | - | | Proceeds from sale of common stock, net of offering costs | 107,392,716 | 15,946,078 | | Net cash provided by financing activities | 107,386,859 | 15,948,567 | | Effect of foreign currency on cash | 3,842 | (3,622) | | Net change in cash and cash equivalents | 76,246,612 | 172,163 | | Cash and cash equivalents - beginning of year | 17,681,954 | 17,509,791 | | Cash and cash equivalents - end of year | $93,928,566 | $17,681,954 | | Supplemental Disclosures of Cash Flow Information: | | | | Interest paid | - | - | | Income taxes paid | - | - | | Supplemental Disclosures of Noncash Financing Information: | | | | Establishment of right of use asset and liabilities | $96,200 | $1,071,918 | | Purchases of property and equipment included in accounts payable and accrued liabilities | $294,294 | $545,229 | | Deferred offering costs charged against proceeds from sale of common stock | $43,369 | $87,229 | | Shares issues in subsidiary absorption | - | $99 | | Shares issued for vested RSUs | $26 | - | *See accompanying notes to the consolidated financial statements.* F-6 **Immix Biopharma, Inc.** ### **Notes to the Consolidated Financial Statements** ### **Note 1 – Nature of Business** Immix Biopharma, Inc. (the “Company”) is a clinical-stage biopharmaceutical pharmaceutical company organized as a Delaware corporation on January 7, 2014, which is focused on developing cell therapies in AL Amyloidosis and select immune-mediated diseases. In August 2016, the Company established a wholly-owned Australian subsidiary, Immix Biopharma Australia Pty Ltd. (“IBAPL”), in order to conduct various preclinical and clinical activities for its development candidates. In November 2022, the Company established a majority-owned subsidiary, Nexcella, Inc. (“Nexcella”), its cell therapy division, which subsequently merged into the Company in May 2024, with the Company continuing as the surviving entity. ### **Note 2 – Summary of Significant Accounting Policies** The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. **Risk and Uncertainties -** The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a material adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which may materially and adversely affect its business, financial condition and operations. F-7 **Use of Estimates in Financial Statement Presentation -** The preparation of these consolidated financial statements in conformity with U.S. 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 revenues and expenses during the reporting periods. The Company uses significant judgments when making estimates related to the valuation of deferred tax assets and related valuation allowances, accrual and prepayment of research and development expenses, and the valuation of stock-based compensation. Actual results could differ from those estimates. **Principles of Consolidation –** The accompanying consolidated financial statements include the accounts of Immix Biopharma, Inc., the accounts of its 100% owned subsidiary, IBAPL, and the accounts of its and the accounts of its subsidiary Nexcella, which was majority owned through May 2024, and wholly-owned after May 2024, as discussed above. All intercompany transactions and balances have been eliminated in consolidation. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. **Segment Reporting -** The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. **Liquidity and Going Concern -** These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company had a net loss of $29.4 million for the year ended December 31, 2025 and an accumulated deficit of $104.5 million as of December 31, 2025, as a result of incurring losses since its inception. Since the initial public offering of its common stock in December 2021, the Company has financed its operations through various equity financings. In February 2024, the Company conducted an underwritten public offering of 5,535,055 shares of its common stock at the public offering price of $2.71 per share, for net proceeds of $13,565,760, after underwriter discounts and offering expenses (the “Offering”). Pursuant to the underwriting agreement, the Company granted the underwriter a 30-day over-allotment option to purchase up to an additional783,970 shares of the Company’s common stock, which was exercised in full on March 1, 2024 for net proceeds of $1,954,594, after underwriting discounts and offering expenses (see Note 7). On July 25, 2024, the Company was awarded an $8 million grant from the California Institute for Regenerative Medicine (CIRM) to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical trials. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. The Company signed the grant agreement in November 2024 and began receiving funds from the grant in November of 2024. During the year ended December 31, 2025, the Company received $2.8 million, in grant reimbursements under the grant agreement. The CIRM grant reimbursements are accrued as an offset against R&D expenses as reimbursable expenses are incurred. As of December 31, 2025, the Company has received approximately $4.6 million in grant reimbursements under the grant agreement and approximately $3.4 million of remaining awarded funds are expected to be disbursed upon the achievement of certain milestones. On June 3, 2025, the Company entered into an At The Market Offering Agreement (the “June 2025 ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”) under which the Company may offer and sell, from time to time at its sole discretion, up to $50 million shares of its common stock (refer to Note 7). During the year ended December 31, 2025, the Company sold 1,697,504 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $4,409,430, after offering expenses. F-8 On September 5, 2025 and September 11, 2025, the Company entered into Securities Purchase Agreements (the “September 2025 Securities Purchase Agreements”) and Registration Rights Agreements with certain accredited investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers in a private placement transaction (the “Private Placement”) (i) 3,915,604 shares (the “Shares”) of the Company’s common stock, par value $0.0001, and (ii) non-transferable warrants to purchase 2,936,709 shares of common stock (the “Warrants”). The purchase price per Share and Warrant was $2.37. The Private Placement closed on September 5, 2025 and September 11, 2025 and gross proceeds were approximately $9.3 million, before deducting fees and expenses payable by the Company. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes. The non-transferable Warrants are exercisable over a ten-year period from their date of grant, at an exercise price of $2.00 per share, subject to proportional adjustments in the event of stock splits or combinations or similar events. The non-transferable Warrants are not transferable other than to affiliates of the Purchasers, and are exercisable only for cash consideration. In December, we conducted an underwritten public offering of 19,117,646 shares of our common stock, at $5.10 per share and 490,196 Pre-Funded Warrants at $5.09 per Pre-Funded Warrant, for net proceeds of approximately $93.7 million, after underwriting discounts and offering expenses (see Note 7). As of December 31, 2025, the Company had cash, cash equivalents, and short-term investments of approximately $100.4 million. The Company has a history of, and expects to continue to report, negative cash flows from operations and net losses. We believe that our existing cash and cash equivalents as of December 31, 2025 and expected disbursements under the CIRM grant, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the filing of our Form 10-K. **Concentration of Credit Risk -** Periodically, the Company may carry cash and cash equivalents balances at financial institutions in excess of the United States federally insured limit of $250,000, or the Australian insured limit of AUD 250,000. At times, deposits held with financial institutions may exceed the amount of insurance provided. The Company has not experienced losses on these accounts and management believes that the credit risk with regard to these deposits is not significant. **Cash and Cash Equivalents** – The Company’s cash equivalents include short-term highly liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value. **Short-term Investments** – Short-term investments consist of debt securities with original maturities greater than three months and remaining maturities of less than one year at the time of purchase. The Company’s short-term investment portfolio primarily includes U.S. Treasury securities classified as available-for-sale and recorded at fair value. As of December 31, 2025, the Company held approximately $6.5 million in short-term investments. Unrealized gains and losses were immaterial for all periods presented. The Company classifies its short-term investments as available-for-sale debt securities in accordance with ASC 320, Investments—Debt Securities. These securities are recorded at fair value in the consolidated balance sheets. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive income (loss) until realized. Interest income, including amortization of premiums and accretion of discounts, is recognized using the effective interest method and included in interest income in the consolidated statements of operations. The Company evaluates its available-for-sale debt securities for expected credit losses in accordance with Accounting Standards Codification (ASC) 326, Financial Instruments—Credit Losses. For securities in an unrealized loss position, the Company assesses whether the decline in fair value is attributable to credit-related factors. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the entire unrealized loss is recognized in earnings. Otherwise, the credit-related portion of the unrealized loss is recognized through an allowance for credit losses, with the remaining unrealized loss recognized in other comprehensive income. The Company limits its credit exposure by investing primarily in investment-grade securities and by diversifying its investment portfolio. F-9 **Fair Value of Financial Instruments –** The carrying value of short-term instruments, including cash and cash equivalents, tax receivable, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these 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 a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – 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 instruments. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. The following fair value hierarchy table presents information about the Company’s asset measured at fair value on a recurring basis: Schedule of Asset Measured at Fair Value on a Recurring Basis _Fair Value Measurements at December 31, 2025_ | Line item | Level 1 | Level 2 | Level 3 | | --- | --- | --- | --- | | Assets: | | | | | Cash equivalents (money market funds) | $72,800,110 | - | - | | Cash equivalents (US Treasuries) | 6,669,780 | - | - | | Total | $79,469,891 | - | - | _Fair Value Measurements at December 31, 2024_ | Line item | Level 1 | Level 2 | Level 3 | | --- | --- | --- | --- | | Assets: | | | | | Cash equivalents (money market funds) | $8,208,776 | - | - | | Cash equivalents (US Treasuries) | 7,220,655 | - | - | | Cash equivalents | $15,429,431 | - | - | As of December 31, 2025 and 2024, the Company had no liabilities required to be measured at fair value on a recurring basis. **Australian Tax Incentive –** IBAPL is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $806 and $1,299,616 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company recognized a tax receivable related to the expected cash refund from the Australian Taxation Office of $0 and $1,974,370, respectively, in the accompanying consolidated balance sheets. **Deferred Offering Costs** – The Company has capitalized qualified legal, accounting and other direct costs related to its efforts to raise capital through the sale of its common stock under the June 2025 ATM Agreement. Deferred offering costs will be deferred and amortized ratably upon sales under the June 2025 ATM Agreement, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the June 2025 ATM proceeds. If the Company terminates the June 2025 ATM Agreement or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2025, $93,630 of deferred offering costs were capitalized related to the June 2025 ATM Agreement, which are included in deferred offering cost in the accompanying consolidated balance sheet. F-10 **Stock-Based Compensation –** Stock-based compensation expense represents the estimated grant date fair value of the Company’s equity awards, consisting of stock options issued under the Company’s stock option plan and restricted common stock (see Note 7). The fair value of equity awards is recognized over the requisite service period of such awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock options using the Black-Scholes option pricing model on the date of grant and recognizes forfeitures as they occur. For stock awards for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable, or the performance condition has been achieved. **Research and Development Costs –** Research and development costs are expensed as incurred. Research and development costs consist primarily of clinical research fees paid to consultants and outside service providers, other expenses relating to design, development and testing of the Company’s therapy candidates, and for license and milestone costs related to in-licensed products and technology. Research and development costs also include grant reimbursements under government contracts. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Clinical trial costs are a component of research and development expenses. The Company estimates expenses incurred for clinical trials that are in process based on services performed under contractual agreements with clinical research organizations and actual clinical investigators. Included in the estimates are (1) the fee per patient enrolled as specified in the clinical trial contract with each institution participating in the clinical trial and (2) progressive data on patient enrollments obtained from participating clinical trial sites and the actual services performed. Changes in clinical trial assumptions, such as the length of time estimated to enroll all patients, rate of screening failures, patient drop-out rates, number and nature of adverse event reports, and the total number of patients enrolled can impact the average and expected cost per patient and the overall cost of the clinical trial. The Company monitors the progress of the trials and their related activities and adjusts expense accruals, when applicable. Adjustments to accruals are charged to expense in the period in which the facts give rise to the adjustments become known. **Other Comprehensive Income (Loss) –** Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity in the consolidated balance sheets, as accumulated other comprehensive income. **Foreign Currency Translation and Transaction Gains (Losses) –** The Company and Nexcella, its majority-owned subsidiary through May 2024, and wholly-owned subsidiary thereafter maintain their accounting records in U.S. Dollars. The Company’s operating wholly-owned subsidiary, IBAPL, is located in Australia and maintains its accounting records in Australian Dollars, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates. Exchange gains and (losses) are recognized in income and were $(20,284) and $(39,600) for the years ended December 31, 2025 and 2024, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. **Loss Per Common Share** - Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. 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. Basic weighted average shares outstanding for the year ended December 31, 2025 and 2024 include, respectively, 2,403,857 and 1,913,661 shares underlying Pre-Funded warrants to purchase common shares (see Note 7). As the shares underlying these Pre-Funded warrants can be issued for little consideration (an exercise price per share equal to or less than $0.01 per share), these shares are deemed to be issued for purposes of basic loss per common share. As of December 31, 2025 and 2024, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included stock options and warrants for 8,442,317 and 4,463,488 common shares, respectively. F-11 **Property and Equipment** - Included in property and equipment is construction-in-progress which consists of manufacturing space improvements and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use. Estimated useful lives of the Company’s assets are as follows: Schedule of Property and Equipment Useful Lives | Line item | Useful Life | | --- | --- | | Operating equipment | 3-10 years | | Electronic equipment | 3-5 years | | Office equipment | 3-5 years | | Leasehold improvements | 10 years | The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized. **Leases**- At the inception of a contract the Company determines if the arrangement is, or contains a lease. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. The Company has made certain accounting policy elections whereby it (i) does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less) and (ii) separates lease and non-lease elements of its operating leases as separate lease components. As of December 31, 2025 and 2024, the Company did not have any finance leases. **Impairment of Long-lived Assets –** The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. **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 bases 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 than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10 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 than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. **Patent Costs –** Although the Company believes that its patents have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. **Advertising Costs –** The Company expenses advertising costs as incurred. Advertising costs were not significant during the years ended December 31, 2025 and 2024. F-12 **Grant Income –** The Company records grant income when both the following conditions are met; all terms and conditions for disbursement milestones have been met and the related co-funding disbursement is probable. Grant income is presented as a separate component of other income (expense). **Emerging Growth Company Status -** The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until it is no longer an EGC. In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, *Disaggregation of Income Statement Expenses*, and in January 2025, the FASB issued ASU 2025-01, *Clarifying the Effective Date* (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): *Improvements to Income Tax Disclosures* (“ASU 2023-09”), which enhances transparency in income tax disclosures. ASU 2023-09 requires entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): *Accounting for Government Grants Received by Business Entities*. For public business entities, this ASU is effective for annual periods beginning after December 15, 2028, including interim periods within those periods, with early adoption permitted. The amendments provide guidance on recognition, measurement, presentation, and disclosures of government grants received. The Company is currently evaluating the impact of this standard on the Company’s financial statements and disclosures. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. The Company has implemented OBBBA in the fourth quarter of fiscal 2025. Refer to Note 11, Income Taxes, for further details. ### **Note 3 – Prior Agreements with Nexcella Subsidiary** *Nexcella Absorption* Nexcella, Inc, a wholly-owned subsidiary of Immix Biopharma, Inc, was merged with and into the Company in May 2024. F-13 *Founders Agreement* Effective December 8, 2022, the Company entered into a Founders Agreement with Nexcella (the “Nexcella Founders Agreement”). The Nexcella Founders Agreement provided that prior to a Qualified IPO (as defined in Nexcella’s Amended and Restated Certificate of Incorporation, as amended (the “Nexcella COI”)) or Qualified Change in Control (as defined in the Nexcella COI), the Company shall provide funds to Nexcella as requested by Nexcella, in good faith, to be evidenced by a senior unsecured promissory note. In exchange for the time and capital expended in the formation of Nexcella and the identification of specific assets, the acquisition of which benefit Nexcella, on December 21, 2022, the Company loaned Nexcella approximately $2.1 million, evidenced by a senior unsecured promissory note, representing the up-front fee required to acquire Nexcella’s license agreement with Hadasit Medical Research Services & Development, Ltd. (“HADASIT”) and BIRAD Research and Development Company Ltd. (“BIRAD”), and for use as working capital for its research and development activities. The note, which had a maturity date of January 31, 2030, accrued interest at a rate of 7.875% per annum and was convertible into shares of common stock of Nexcella at a conversion price of $2.00 per share, subject to adjustment; provided, however, that such note shall automatically convert into shares of Nexcella common stock immediately prior to certain conversion triggers set forth in the note. Nexcella may not prepay the note without the Company’s prior written consent. The note and accrued interest were converted in full prior to the Nexcella Absorption. The Nexcella Founders Agreement had a term of 15 years, which, upon expiration, would automatically renew for successive one-year periods unless terminated by the Company upon notice at least six months prior to the end of the term or upon the occurrence of a Change of Control (as defined in the Nexcella Founders Agreement). In connection with the Nexcella Founders Agreement, the Company was issued 250,000 shares of Nexcella’s Class A Preferred Stock, 1,000,000 shares of Nexcella’s Class A Common Stock, and 5,000,000 shares of Nexcella’s common stock. The Class A Preferred Stock was identical to the common stock other than as to conversion rights, the PIK Dividend right (as defined below) and voting rights. Each share of Class A Preferred Stock was convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. As a holder of Nexcella’s Class A Preferred Stock, the Company received on each March 13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock was converted into Nexcella’s common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Nexcella common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend was equal to 2.5% of Nexcella’s fully-diluted outstanding capitalization on the date that was one business day prior to any PIK Dividend Payment Date. In addition, as a holder of Class A Preferred Stock, the Company was entitled to cast for each share of Class A Preferred Stock held as of the record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella, the number of votes that was equal to 1.1 times a fraction, the numerator of which was the sum of (A) the shares of outstanding Nexcella common stock and (B) the whole shares of Nexcella common stock into which the shares of outstanding Nexcella Class A Common Stock and the Class A Preferred Stock were convertible and the denominator of which was the number of shares of outstanding Nexcella Class A Preferred Stock. Each share of Class A Common Stock was convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. In addition, upon a Qualified IPO (as defined in the Nexcella COI) or Qualified Change in Control (as defined in the Nexcella COI), each share of Class A Common Stock would automatically convert into one fully paid and nonassessable share of Nexcella’s common stock; provided however, if at that time, the Class A Common Stock was not then convertible into a number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of: (a) in the case of a Qualified IPO, at least $5,000,000 based on the initial offering price in such initial public offering, or (b) in the case of a Qualified Change in Control, at least $5,000,000 in cash or at least $5,000,000 of equity based on the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control, the Class A Common Stock would automatically convert into such number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of $5,000,000 based on the initial offering price in such initial public offering or the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control (or if such Qualified Change of Control results in the Class A Shares being exchanged solely for cash, then $5,000,000 in cash). The Company was entitled to cast such number of votes equal to the number of whole shares of Nexcella common stock into which the Company’s Class A Common Stock was convertible as of the record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella. F-14 In addition to the foregoing, the Company was entitled to one vote for each share of Nexcella common stock held by it. Except as provided by law or by the Nexcella COI, holders of Nexcella Class A Common Stock and Class A Preferred Stock shall vote together with the holders of Nexcella common stock, as a single class. As additional consideration under the Nexcella Founders Agreement, Nexcella also agreed to: (i) pay an equity fee in shares of common stock, payable within five business days of the closing of any equity or debt financing for Nexcella or any of its respective subsidiaries that occurs after the effective date of the Nexcella Founders Agreement and ending on the date when the Company no longer has majority voting control in Nexcella’s voting equity, equal to 2.5% of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to 4.5% of Nexcella’s annual Net Sales (as defined in the Nexcella Founders Agreement), payable on an annual basis, within 90 days of the end of each calendar year. In the event of a Change of Control, Nexcella agreed to pay a one-time change in control fee equal to five times the product of (A) Net Sales for the 12 months immediately preceding the Change of Control and (B) 4.5%. *Management Services Agreement* Effective as of December 8, 2022, the Company entered into a Management Services Agreement (the “Nexcella MSA”) with Nexcella. Pursuant to the terms of the Nexcella MSA, the Company rendered management, advisory and consulting services to Nexcella. Services provided under the Nexcella MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Nexcella’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Nexcella with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). At the request of the Company, Nexcella utilized clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by the Company, provided those services are offered at market prices. In consideration for the Services, Nexcella paid the Company an annual base management and consulting fee of $500,000 (the “Annual Consulting Fee”). Notwithstanding the foregoing, the first Annual Consulting Fee payment was not due until the first business day of the calendar quarter immediately following the completion of the first equity financing for Nexcella that was in excess of $10 million in gross proceeds, which did not occur. Actual and direct out-of-pocket expenses reasonably incurred by the Company in performing the Services were reimbursed to the Company by Nexcella. The Nexcella MSA was terminated on May 20, 2024 in connection with the Nexcella Absorption. In addition, as a result of the Nexcella Absorption, the Class A Preferred Stock, Class A Common Stock, and the Founders Agreement cease to exist. ### **Note 4 – Prepaid Expenses and Other Current Assets** Prepaid expenses and other current assets consist of the following as of December 31, 2025 and 2024:  Schedule of Prepaid Expenses and Other Current Assets   | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | Prepaid research and development expenses | $497,705 | $472,508 | | Prepaid insurance expense | 179,903 | 9,334 | | Prepaid investor relations expense | - | 27,397 | | Other current assets | 150,721 | 32,271 | | Total prepaid expenses and other current assets | $828,329 | $541,510 | ### **Note 5 – Accounts Payable and Accrued Expenses** Accounts payable and accrued expenses consist of the following as of December 31, 2025 and 2024:  Schedule of Accounts Payable and Accrued Expenses  | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | Accounts payable | $5,442,737 | $5,388,494 | | Accrued research and development expenses | 3,254,506 | 2,423,177 | | Accrued professional services | - | 22,500 | | Accrued compensation and related expenses | 942,163 | 658,161 | | Other accrued expenses | 331,801 | 129,567 | | Total accounts payable and accrued expenses | $9,971,207 | $8,621,899 | F-15 ### **Note 6 – Property and Equipment** Property and equipment at December 31, 2025 and 2024 consisted of:  Schedule of Property and Equipment | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | Operating equipment | $1,565,985 | $844,740 | | Office equipment | 3,896 | 3,896 | | Leasehold improvements | 1,244,741 | - | | Total property and equipment, gross | 2,841,622 | 848,636 | | Less: Accumulated depreciation | (293,001) | (47,255) | | Property and equipment excluding construction in progress | 2,521,621 | 801,381 | | Construction in progress | - | 938,768 | | Total property and equipment, net | $2,521,621 | $1,740,149 | For the years ended December 31, 2025 and 2024, depreciation expense amounted to $245,747 and $32,941, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, balances will be classified to their respective property and equipment category. ### **Note 7 – Stockholders’ Equity** The Company has authorized 200,000,000 shares of common stock and 10,000,000 shares of preferred stock each with a par value of $0.0001 per share. *July 2023 ATM Sales Agreement* On July 14, 2023, the Company entered into the July 2023 Sales Agreement with the Sales Agent pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares (the “July Shares”) of the Company’s common stock, par value $0.0001 per share, subject to the terms and conditions set forth in the July 2023 Sales Agreement. Initially, the Company is eligible to sell up to $4,200,000 worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock eligible for sale under the July 2023 Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the July 2023 Sales Agreement. The July Shares will be offered and sold pursuant to the Company’s prospectus supplement, dated July 14, 2023, filed by the Company with the SEC on July 14, 2023, including the accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3 (File No. 333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023. Under the July 2023 Sales Agreement, the Sales Agent may sell the July Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company may instruct the Sales Agent not to sell any July Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company will pay the Sales Agent a fixed commission rate of 3.75% of the aggregate gross proceeds from the sale of the July Shares pursuant to the July 2023 Sales Agreement. The Company has paid an expense deposit of $15,000 to the Sales Agent, which will be applied against the actual out-of-pocket accountable expenses that will be paid by the Company to the Sales Agent in connection with the offering. The Company has agreed to reimburse the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales Agent’s legal counsel up to $50,000, and shall reimburse the Sales Agent, upon request, for such costs, fees and expenses in an amount not to exceed $7,500 on a quarterly basis for the first three fiscal quarters of each year and $10,000 for the fiscal fourth quarter of each year. The Company has also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act of 1933, as amended. F-16 *June 2025 ATM Sales Agreement* On June 3, 2025, the Company entered into the June 2025 ATM Agreement under which the Company may offer and sell, from time to time at its sole discretion, up to $50 million shares of its common stock. Citizens will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market, to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Citizens a commission of three percent (3%) of the gross sales proceeds of any common stock sold through Citizens under the June 2025 ATM Agreement, and has also provided Citizens with customary indemnification and contribution rights. The Company has reimbursed Citizens for certain specified expenses in the amount of $3,000 in connection with entering into the June 2025 ATM Agreement, and expects to conduct quarterly reimbursements of $3,000 throughout the term of the June 2025 ATM Agreement. Initially, the Company is eligible to sell up to $13,450,000 worth of shares of its common stock under the June 2025 ATM Agreement subject to the so-called “baby shelf” limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the baby shelf limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the June 2025 ATM Agreement. During the year ended December 31, 2025, the Company sold 1,697,504 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $4,409,430, after offering expenses *Common Stock Issuance – Public Offerings* On February 5, 2024, the Company entered into an Underwriting Agreement (the “2024 Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), relating to an underwritten offering (the “2024 Offering”) of 5,535,055 shares of common stock of the Company. The public offering price was $2.71 per share of common stock and the Underwriter agreed to purchase the common stock pursuant to the 2024 Underwriting Agreement at a price of $2.5203 per share. On February 8, 2024, the Company closed the 2024 Offering and received net proceeds of $13,565,760, after deducting underwriting discounts and commissions and estimated offering expenses. Pursuant to the Agreement, the Company granted the Underwriter a 30-day over-allotment option to purchase up to an additional 783,970 shares of common stock which was exercised in full on March 1, 2024, for net proceeds of $1,954,594, after deducting underwriting discounts and offering expenses. On September 5, 2025 and September 11, 2025, the Company entered into Securities Purchase Agreements (the “September 2025 Securities Purchase Agreements”) and Registration Rights Agreements with certain accredited investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers in a private placement transaction (the “Private Placement”) (i) 3,915,604 shares (the “Shares”) of the Company’s common stock, par value $0.0001, and (ii) non-transferable warrants to purchase 2,936,709 shares of common stock (the “Warrants”). The purchase price per Share and Warrant was $2.37. The Private Placement closed on September 5, 2025 and September 11, 2025 and gross proceeds were approximately $9.3 million, before deducting fees and expenses payable by the Company. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes. The non-transferable Warrants are exercisable over a ten-year period from their date of grant, at an exercise price of $2.00 per share, subject to proportional adjustments in the event of stock splits or combinations or similar events. The non-transferable Warrants are not transferable other than to affiliates of the Purchasers, and are exercisable only for cash consideration. On December 7, 2025, the Company entered into an underwriting agreement (the “ 2025 Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to the issuance and sale (the “2025 Offering”) of 19,117,646 shares of its common stock, par value $0.0001 per share (the “Shares”), and pre-funded warrants to purchase 490,196 shares of its common stock (the “Pre-Funded Warrants”). The Shares are being sold at a price of $5.10 per share and the Pre-Funded Warrants are being sold at a price of $5.09 per Pre-Funded Warrant, which represents the per share offering price for the Shares minus the $0.01 per share exercise price for each Pre-Funded Warrant. F-17 Each Pre-Funded Warrant will have an exercise price per share of common stock equal to $0.01 per share. The exercise price and the number of shares of common stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. Each Pre-Funded Warrant will be exercisable on or after the date of issuance until the date the Pre-Funded Warrant is exercised in full. Each Pre-Funded Warrant will be exercisable, in the holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Pre-Funded Warrant. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon at least 61 days’ notice to the Company. *Other Common Stock Issuances* During the year ended December 31, 2025, the Company issued 120,571 shares of restricted common stock valued at $270,000 for investor relations services based on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on July 25, 2023. During the year ended December 31, 2025, the Company issued 38,840 shares of restricted common stock valued at $75,000 for investor relations services based on the closing price pursuant to the extension of a marketing services agreement entered into on February 29, 2024. During the year ended December 31, 2025, the Company issued 75,000 shares of restricted common stock valued at $123,750 for investor relations services based on the closing price pursuant to the extension of a marketing services agreement entered into on March 16, 2025. During the year ended December 31, 2025, the Company issued 9,259 shares of restricted common stock valued at $40,000 for investor relations services based on the closing price pursuant to the extension of a marketing services agreement entered into on November 20, 2025. During the year ended December 31, 2025, the Company issued 275,759 shares of common stock upon the vesting of restricted stock awards. During the year ended December 31, 2024, the Company issued 114,767 shares of restricted common stock valued at $270,000 for investor relations services based on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on July 25, 2023. During the year ended December 31, 2024, the Company issued 124,443 shares of restricted common stock valued at $357,376 for investor relations services based on the closing price pursuant to the extensions of marketing services agreements. During the year ended December 31, 2024, the Company issued 1,251 shares of common stock upon the exercise of certain common stock options for cash proceeds of $2,489. F-18 *Restricted Stock Awards* Pursuant to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, 275,759 restricted stock awards to receive common stock in the Company. The shares were issued on a pro-rata basis and resulted in no change in fair value. During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $242,454 and $438,671 related to the total fair value of the previously issued restricted stock awards, which was included in general and administrative expenses. As of December 31, 2025, there were no unvested restricted shares. **Stock Options** In 2016, the Board of Directors of the Company approved the Immix Biopharma, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan initially allowed for the Board of Directors to grant various forms of incentive awards covering up to 417,120 shares of common stock. During the year ended December 31, 2021, the Board of Directors amended the 2016 Plan to increase the aggregate number of shares available for issuance under the 2016 Plan to 1,761,120 shares of common stock. On September 10, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (as amended and restated, the “2021 Plan”) pursuant to which it initially reserved and made available for future issuance under the 2021 Plan (i) 900,000 shares of common stock, plus (ii) the number of shares of common stock reserved, but unissued under the 2016 Plan, and (iii) the number of shares of common stock underlying forfeited awards under the 2016 Plan, provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award (as defined in the 2021 Plan) would not count against such share limit. Subsequent to September 10, 2021, no further awards were issued under the 2016 Plan, but all awards under the 2016 Plan which were outstanding as of September 10, 2021 (including any Grandfathered Arrangement (as defined in the 2021 Plan)) continue to be governed by the terms, conditions and procedures set forth in the 2016 Plan and any applicable award agreement until forfeited, expired or terminated. On April 24, 2023, the Company’s Board of Directors adopted the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “Amended 2021 Plan”) which, among other things, increased the number of shares of common stock that may be issued under such plan by 1,034,561 shares, subject to stockholder approval. On June 7, 2023, stockholders of the Company approved the Amended 2021 Plan. On April 18, 2024, our Board of Directors approved amendments to the 2021 Plan to (i) increase the number of shares of common stock available for issuance under the 2021 Plan by 3,000,000 to a total share reserve of 4,934,561 and (ii) the adoption of an evergreen provision to the 2021 Plan to provide for an automatic annual increase in the shares of common stock available for issuance under the 2021 Plan over the next ten years (the “2021 Plan Amendments”). Pursuant to the evergreen provision, the number of shares available for issuance under the 2021 Plan shall automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal to five percent (5%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. On June 11, 2024, stockholders of the Company approved the 2021 Plan Amendments. As of December 31, 2025, there were 2,388,356 shares of the Company’s common stock remaining to be issued under the Amended 2021 Plan. During the year ended December 31, 2025, the Compensation Committee of the Board of Directors approved the issuance of options to purchase 198,000 shares of the Company’s common stock to non-employee members of the Board of Directors of the Company and 680,000 shares of the Company’s common stock to management of the Company. The options have a term of 10 years, an exercise price of $2.24 per share and vest over periods of 12 to 48 equal monthly installments. During the year ended December 31, 2025, the Board of Directors approved the issuance of options to purchase 516,440 shares of the Company’s common stock to employees of the Company with a term of 10 years and exercise prices ranging from $2.20 to $4.33 per share, which options vest in 48 equal monthly installments. During the year ended December 31, 2024, the Board of Directors approved the issuance of options to purchase 98,500 shares of the Company’s common stock to employees of the Company, 198,000 to non-employee members of the Board of Directors of the Company and 680,000 shares of the Company’s common stock to management of the Company. The options have a term of 10 years and exercise prices ranging from $1.48 - $2.17 per share, which options vest in 48 equal monthly installments. F-19 The following table reflects the weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2025 and 2024:  Schedule of Stock Option Valuation Assumption | Line item | 2025 | 2024 | | --- | --- | --- | | Volatility | 88-105% | 98-107% | | Expected life (years) | 5.27-10.00 | 5.27-6.02 | | Risk-free interest rate | 3.65-4.58% | 3.56-4.64% | | Dividend rate | — | — | The Company recognized stock-based compensation of $1,690,671 and $1,404,044 related to stock options for the years ended December 31, 2025 and 2024, respectively, which is included in general and administrative expenses. As of December 31, 2025, the Company had unrecognized stock-based compensation expense of $3,833,369, related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 2.78 years. The following table summarizes the stock option activity for the years ended December 31, 2025 and 2024:  Schedule of Stock Option Activity | Line item | Options | Weighted-Average Exercise Price Per Share | | --- | --- | --- | | Outstanding and exercisable, January 1, 2024 | 2,512,561 | $1.92 | | Granted | 1,572,176 | 2.19 | | Exercised | (834) | 1.95 | | Forfeited | (17,915) | 1.95 | | Expired | - | - | | Outstanding, December 31, 2024 | 4,065,988 | $2.02 | | Granted | 1,394,440 | 2.63 | | Exercised | (4,900) | 1.33 | | Forfeited | (39,521) | 2.16 | | Expired | (151,899) | 1.36 | | Outstanding and expected to vest, December 31, 2025 | 5,264,108 | $2.20 | The following table discloses information regarding outstanding and exercisable options at December 31, 2025:  Schedule of Stock Outstanding and Exercisable  | Exercise Price Range | Outstanding / Number of Option Shares | Outstanding / Weighted Average Exercise Price | Outstanding / Weighted Average Remaining Life (Years) | Exercisable / Number of Option Shares | Exercisable / Weighted Average Exercise Price | | --- | --- | --- | --- | --- | --- | | $0.00-1.00 | $256,500 | $0.80 | 5.2 | 256,500 | $0.80 | | 1.01-2.00 | 1,550,170 | 1.84 | 6.6 | 1,262,602 | 1.85 | | 2.01-3.00 | 3,090,748 | 2.30 | 8.2 | 1,656,991 | 2.38 | | 3.10-6.00 | 366,690 | 3.85 | 9.7 | 18,076 | 5.02 | | | 5,264,108 | $2.20 | 7.7 | 3,194,169 | $2.06 | Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of December 31, 2025, the intrinsic value for the options vested and outstanding was $10,140,638 and $15,950,536, respectively. The total intrinsic value of stock options exercised during the year ended December 31, 2025 and 2024 was $4,918 and $3,069, respectively. F-20 **Stock Warrants** The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024:  Schedule of Stock Warrant Activity | Line item | Warrants | Weighted-Average Exercise Price Per Share | | --- | --- | --- | | Outstanding and exercisable, January 1, 2024 | 2,311,161 | $0.71 | | Granted | - | - | | Exercised | - | - | | Forfeited | - | - | | Expired | - | - | | Outstanding and exercisable, December 31, 2024 | 2,311,161 | $0.71 | | Granted | 3,426,905 | 1.72 | | Exercised | (156,000) | 0.80 | | Forfeited | - | - | | Expired | - | - | | Outstanding and exercisable, December 31, 2025 | 5,582,066 | $1.32 | The following table discloses information regarding outstanding and exercisable warrants at December 31, 2025:  Schedule of Stock Outstanding and Exercisable  | Exercise Price | Outstanding / Number of Option Shares | Outstanding / Weighted Average Exercise Price | Outstanding / Weighted Average Remaining Life (Years) | Exercisable / Number of Option Shares | Exercisable / Weighted Average Exercise Price | | --- | --- | --- | --- | --- | --- | | $0.0001 | $1,913,661 | $0.0001 | - | 1,913,661 | $0.0001 | | 0.01 | 490,196 | 0.01 | 9.95 | 490,196 | 0.01 | | 2.00 | 2,936,709 | 2.00 | 9.68 | 2,936,709 | 2.00 | | 6.25 | 241,500 | 6.25 | 0.96 | 241,500 | 6.25 | | | 5,582,066 | $1.32 | 6.01 | 5,582,066 | $1.32 | Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock warrant and the fair value of the Company’s common stock for stock warrants that were in-the-money at period end. As of December 31, 2025, the intrinsic value for the warrants vested and outstanding was $22,052,649. **Nexcella Equity Transactions** The Nexcella 2022 Equity Incentive Plan (the “2022 Plan”) allows for Nexcella’s Board of Directors to grant various forms of incentive awards initially covering up to 375,000 shares of common stock. On May 29, 2023, Nexcella’s Board of Directors approved the Second Amended and Restated Nexcella 2022 Equity Incentive Plan, which increased to the number of shares of Nexcella common stock issuable under the plan from 375,000 shares to 607,640 shares. On August 11, 2023, Nexcella’s Board of Directors requested the Third Amended and Restated 2022 Equity Incentive Plan, which increased the number of shares of Nexcella common stock issuable under the plan from 607,640 to 800,000 shares. The Nexcella shareholders subsequently approved the increase in Nexcella common stock issuable under the plan to 800,000 shares. On May 17, 2024, upon absorption into the Company, the 2022 Plan ceased to exist. *Common Stock* On March 13, 2024, pursuant to the terms of the Founders Agreement, Nexcella issued 238,220 shares of common stock to the Company as a PIK Dividend based on the total dilutive shares of Nexcella outstanding as of March 12, 2024. *Restricted Stock Awards* During the year ended December 31, 2024, the Company recorded stock-based compensation expense of $402,163 related to the total fair value of the previously issued restricted stock awards. Pursuant to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, 275,759 restricted stock awards to receive common stock in the Company. The shares were issued on a pro-rata basis and resulted in no change in fair value. As a result, there was no remaining unvested stock-based compensation expense under Nexcella. F-21 *Stock Options* During the year ended December 31, 2024, the Company recorded stock-based compensation expense of $148,319 related to the previously issued restricted stock options. Pursuant to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, options to purchase up to 595,676 shares of Company common stock under the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan. The options were issued on a pro-rata basis and resulted in no change in fair value. As a result, there was no remaining unvested stock-based compensation expense under Nexcella. The following table summarizes the stock option activity for the year ended December 31, 2024 for Nexcella:  Schedule of Stock Option Activity | Line item | Options | Weighted- Average Exercise Price Per Share | | --- | --- | --- | | Outstanding and exercisable, January 1, 2024 | 186,528 | $6.49 | | Granted | - | - | | Exercised | - | - | | Forfeited | (186,528) | 6.49 | | Expired | - | - | | Outstanding and expected to vest, December 31, 2024 | - | - | ### **Note 8 – Licenses Acquired** **Research and License Agreement with HADASIT and BIRAD** On December 8, 2022, Nexcella entered into a Research and License agreement with HADASIT and BIRAD (collectively, the “Licensors”) to acquire intellectual property rights pertaining to CAR-T (the “H&B License”). Pursuant to the H&B License, Nexcella paid the Licensors an upfront license fee of $1.5 million in December 2022 (included in research and development expenses on the consolidated statements of operations and comprehensive loss). Additional quarterly payments totaling approximately $13.0 million are due through September 2026 along with an annual license fee of $50,000. Future royalty payments of 5% are due on net sales of licensed products, combined with sales milestone payments in the aggregate amount of up to $20 million when annual net sales reach certain thresholds for each licensed product. The royalties for each licensed product on a country-to-country basis are to be paid through the latter of (a) the expiration of the last-to-expire valid claim under a licensed patent (if any) in such country; (b) the date of expiration of any other Exclusivity Right (as defined in the H&B License) or data protection period granted by a regulatory or other governmental authority with respect to a licensed product that provides exclusivity in the relevant country; or (c) the end of a period of 15 years from the date of the First Commercial Sale (as defined in the H&B License) of the applicable Licensed Product (as defined in the H&B License) in such country. On December 16, 2024, Nexcella entered into the First Amendment to the Research and License Agreement (the “First Amendment”) with the Licensors. The First Amendment includes terms specific to new licensed products and requires an additional upfront license fee of $1,500,000, which has been paid in full as of December 31, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones. During the year ended December 31, 2025 and 2024, the Company recorded research and development expenses of $5,098,585 and $4,639,363, respectively, related to the license agreement and first amendment. F-22 **Patent License Agreement with U.S. Medical Research Foundation** In August 2024, the Company entered into a Patent License Agreement (“License Agreement”) with a U.S. medical research foundation pursuant to which the Company was granted certain exclusive and nonexclusive licenses and sublicenses to intellectual and tangible property for the development and commercialization of cell therapy products (“Licensed Products”). Pursuant to the terms of the License Agreement, the Company shall pay an up-front payment in three installments of $500,000, with the first installment due concurrent with the signing of the agreement and the second and third installments due in January and July 2025, respectively. Under the license agreement, the Company must also pay a mid-single-digit net licensed product sales royalty, and milestone payments corresponding with the initiation and completion of Phase II studies in the amounts of $1.5 million and $2 million, respectively, as well as a $10 million milestone payment at the initiation of Phase III studies and a $13.5 million dollar milestone payment in the event of first commercial sale of a licensed product. To date, no amounts have been paid under this license agreement. ### **Note 9 - CIRM Grants** On July 25, 2024, the Company was awarded an $8 million grant from the California Institute for Regenerative Medicine to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical trials. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. The Company signed the grant agreement in November 2024 and began receiving funds from the grant in November of 2024. During the years ended December 31, 2025 and 2024, the Company received $2.8 million and $1.9 million, respectively in grant reimbursements under the grant agreement. The CIRM grant reimbursements are accrued as an offset against R&D expenses as reimbursable expenses are incurred. ### **Note 10 – Leases** In January 2024, the Company entered into a long-term operating lease agreement for 14,000 square feet of biopharmaceutical manufacturing space in California under a non-cancelable operating lease that expires in December 2033. Under the terms of the lease, the Company is required to pay monthly base rents ranging from $11,900 to $16,218, and pay its proportionate share of property taxes, insurance and normal maintenance costs. The lease agreement includes two options to extend the lease for a term of five years each. The lease has a remaining term of 8.00 years and an implicit weighted average interest rate of 8%. The components of lease cost for operating leases, which are recorded in general and administrative expenses in the years ended December 31, 2025 and 2024 were as follows:  Schedule of Lease Cost for Operating Leases | Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 | | --- | --- | --- | | Operating lease cost | $204,599 | $168,599 | | Short-term lease cost | 58,805 | 56,621 | | Total lease cost | $263,404 | $225,220 | The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at December 31, 2025 and 2024:  Schedule of Lease Related Assets and Liabilities | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | Operating Leases | | | | Operating lease right-of-use assets | $966,917 | $989,471 | | Right of use liability operating lease current portion | $139,339 | $65,219 | | Right of use liability operating lease long term | 933,625 | 1,009,551 | | Total operating lease liabilities | $1,072,964 | $1,074,770 | F-23 The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company estimated its incremental borrowing rate to be 8%. The following table provides the maturities of lease liabilities at December 31, 2025: Schedule of Maturity Lease Liability | Line item | Operating / Leases | | --- | --- | | 2026 | $218,971 | | 2027 | 158,325 | | 2028 | 163,866 | | 2029 | 169,602 | | 2030 | 175,538 | | 2031 and thereafter | 564,344 | | Total future undiscounted lease payments | 1,450,646 | | Less: Interest | (377,682) | | Present value of lease liabilities | $1,072,964 | ### **Note 11 – Income Taxes** The Company is subject to taxation in the United States, California and Australia. At December 31, 2025, the Company had federal, state, and foreign net operating loss (“NOL”) carryforwards of approximately $52,534,000, $52,345,000 and $5,006,000, respectively.The federal loss carryforwards generated after 2017 of approximately $51,929,000 will carryforward indefinitely and can be used to offset up to 80% of future annual taxable income, while those loss carryforwards generated prior to 2018 begin expiring in 2034, unless previously utilized. State loss carryforwards also begin expiring in 2034, unless previously utilized, while the Company’s foreign loss carryforward does not expire. The Company also has federal and California research and development credit carryforwards totaling approximately $573,000 and $1,194,000, respectively, at December 31, 2025. Additionally, the Company has a research orphan tax credit carryover totaling approximately $3,193,000 with a carryover period of 20 years. The Federal credits begin to expire in 2034, unless previously utilized, while the State credits do not expire. The Company also has foreign withholding tax carryforwards totaling $172,000 at December 31, 2025. The foreign withholding tax carryforward credit begins to expire in 2028, unless previously utilized. The Company’s NOL and credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of ownership changes that could occur in the future pursuant to Internal Revenue Code Sections 382 and 383. These ownership changes may limit the amount of NOL and credit carryforwards that can be utilized to offset future taxable income and income tax, respectively. In general, an “ownership change” as defined by the tax code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company’s federal income tax returns from 2019 forward, state income tax returns from 2018 forward, and its Australian tax returns beginning in 2020 are subject to examination by tax authorities. A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate to the loss from operations for the years ended December 31, 2025 and 2024 is as follows:  Schedule of Provision for Income Taxes | Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 | | --- | --- | --- | | Expected income tax benefit computed at the statutory rate | $(8,236,924) | $(6,039,482) | | State income tax benefit, net of federal benefit, net of valuation allowance | - | - | | Foreign rate differential | 10,044 | 45,967 | | Foreign losses not benefited | 84,263 | 385,628 | | Tax effect of: | | | | Change in valuation allowance | 9,442,422 | 7,746,966 | | Change in fair value of derivative liability | - | - | | Other permanent items and tax credits | (3,328,393) | (1,676,951) | | Other non-deductible expenses | 2,066,312 | (421,091) | | Provision for income taxes | $37,724 | $41,037 | F-24 Net deferred tax assets are comprised of the following as of December 31, 2025 and 2024:  Schedule of Deferred Tax Assets | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | Net operating losses | $15,937,614 | $6,708,668 | | Foreign tax credits | 172,102 | 139,978 | | Federal & state research credit carryforwards | 16,186 | - | | Federal & state research credit carryforwards | 4,959,544 | 2,530,635 | | Stock-based compensation | 1,128,104 | 775,253 | | Amortization of capitalized research and development | 3,027,057 | 5,599,397 | | Depreciation | 20,960 | 10,623 | | Lease | 29,672 | - | | Valuation allowance | (25,291,239) | (15,764,554) | | Net deferred tax assets | - | - | Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Based on the weight of available evidence, including the Company’s history of operating losses, management has determined that it is more likely than not that the Company’s net deferred tax assets will not be realized. Accordingly, a valuation allowance has been established by the Company to fully offset these net deferred tax assets. For the years ended December 31, 2025 and 2024, domestic and foreign pre-tax losses were as follow:  Schedule of Pre-tax Loss  | Line item | December 31, 2025 | December 31, 2024 | | --- | --- | --- | | Loss before income taxes - Domestic | $29,101,560 | $20,114,816 | | Loss before income taxes – Foreign | 299,329 | 1,542,510 | | Loss before income taxes - Consolidated | $29,400,889 | $21,657,326 | ### **Note 12 – Commitments and Contingencies** **Indemnifications** In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and may provide for indemnification of the counterparty. The Company’s exposure under these agreements is unknown because it involves claims that may be made against it in the future but have not yet been made. To date, the Company has not been subject to any claims or been required to defend any action related to its indemnification obligations. The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as the director or officer may be subject to any proceeding arising out of acts or omissions of such individual in such capacity. The maximum amount of potential future indemnification is unlimited. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of December 31, 2025 and 2024. **Legal Proceedings** From time to time, we may be involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material. 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. F-25 **Employment Agreements** On June 18, 2021, the Company entered into an Employment Agreement with Ilya Rachman (as amended, the “Rachman Employment Agreement”), effective for a three-year term, subject to the terms of the agreement which provide that unless the Company and Dr. Rachman have otherwise agreed in writing, if Dr. Rachman continues to work for the Company after the expiration of the term (which he has), his employment shall be under the same terms and conditions provided for in the Rachman Employment Agreement, except that his employment will be on an “at will” basis and the provisions of the agreement a lowing for Dr. Rachman to terminate the agreement for “good reason” and for Dr. Rachman to be paid severance in the event his employment is terminated by the Company without cause or by Dr. Rachman for good reason will no longer apply, and the Rachman Employment Agreement currently remains in effect pursuant to such terms. Pursuant to the Rachman Employment Agreement, the Company employs Dr. Rachman as Chief Executive Officer and Dr. Rachman was entitled to a base salary of $360,000 annually. Dr. Rachman was also entitled to a performance-based bonus of 100% of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On November 9, 2022 and May 12, 2023, the Company entered into amendments to the Rachman Employment Agreement dated as of June 18, 2021 pursuant to which (i) Dr. Rachman’s annual base salary was increased to $425,000 and $446,000, retroactive as of January 1, 2022 and 2023, respectively and (ii) the agreement was amended to entitle Dr. Rachman to a performance-based bonus of up to 50% of his base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in the annual base salary and on May 9, 2024, the Company entered into an amendment to the Rachman Employment Agreement pursuant to which Dr. Rachman’s annual base salary was increased to $475,000, effective January 1, 2024. Dr. Rachman’s employment agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than by the Company without “cause” or by Dr. Rachman with “good reason” (generally imposing restrictions on (i) employment or consultation with competing companies or customers, (i) recruiting or hiring employees for a competing company and (iii) soliciting or accepting business from the Company’s customers for a period of six months following termination). Pursuant to the Rachman Employment Agreement, Dr. Rachman may serve as a consultant to, or on the board of directors of, or in any other capacity to, other companies provided that they will not interfere with the performance of his duties to the Company. The full amount of the base salary and any bonus payments are included in general and administrative expenses. On March 18, 2021, the Company entered into a Management Services Agreement with Alwaysraise LLC, an entity which Gabriel Morris, the Company’s Chief Financial Officer and a member of the Board, is sole member, which was amended effective June 18, 2021 (as amended, the “Morris MSA”). The Morris MSA had an initial two-year term, automatically renewable thereafter for successive one year terms unless terminated by either party, and currently has a term through March 18, 2026. Pursuant to the Morris MSA, the Company employs Mr. Morris as Chief Financial Officer and Mr. Morris was entitled to a base salary of $240,000 annually beginning in December 2021 ($120,000 annually prior). Mr. Morris was also entitled to a performance-based bonus of 100% of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On November 9, 2022 and May 12, 2023, the Company entered into amendments to the Morris MSA dated as of March 24, 2021, pursuant to which (i) Mr. Morris’ annual base salary was increased to $425,000 and $446,000, retroactive as of January 1, 2022 and 2023, respectively, and (ii) Mr. Morris is entitled to a performance-based bonus of up to 50% of his base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. Unless terminated by the Company without “cause” or by Alwaysraise LLC (as such terms are defined in the Morris MSA), upon termination, Mr. Morris will be entitled only to his base salary through the date of termination, valid expense reimbursements and unused vacation pay. If terminated by the Company without “cause,” he is entitled to be paid his base salary through the end of the term at the rate of 150%, valid expense reimbursements and accrued but unused vacation pay. On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in annual base salary, and on May 9, 2024, the Company entered into an amendment to the Morris MSA pursuant to which Mr. Morris’ annual base salary was increased to $475,000, effective January 1, 2024. The Morris MSA contains provisions for the protection of the Company’s intellectual property and confidential information. The full amount of the base salary and any bonus payments are included in general and administrative expenses. On June 24, 2021, the Company issued an offer letter to Graham Ross Oncology Consulting Services Ltd., a United Kingdom company, of which Graham Ross, the Company’s Acting Chief Medical Officer and Head of Clinical Development, is the sole member, regarding Dr. Ross’s provision of consultative services to the Company (the “Offer Letter”). Pursuant to the Offer Letter (signed by Dr. Ross on June 24, 2021), Dr. Ross is entitled to an hourly rate for his consulting services and an option grant. On June 24, 2021, the Company also signed a mutual confidentiality and non-disclosure agreement with Graham Ross Oncology Consulting Services Ltd. ### **Note 13 – Related Party Transactions** On March 16, 2025, the Company entered into a marketing services and investor relations agreement with Robinhood II LP. Nancy Chang is the general manager of Robinhood II, LP and in such capacity has the right to vote and dispose of the securities held by such entity. During fiscal 2025, the Company paid $104,210 in cash and issued 75,000 shares with a grant date fair value of $123,750, to Robinhood II, LP for performance of marketing services. ### **Note 14 – Subsequent Events** *Common Stock Issuance – Marketing Services Agreements* Subsequent to December 31, 2025, the Company issued 10,966 shares of restricted common stock valued at $67,500 for investor relations services based on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on July 25, 2023. F-26 **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** **(a) The following documents are filed as part of this report:** (1) Financial Statements: **Page** [Index to Consolidated Financial Statements:](#f_007) F-1 Consolidated Financial Statements: [Report of Independent Registered Public Accounting Firm – Crowe LLP](#f_001) (PCAOB ID: 173) F-2 [Consolidated Balance Sheets as of December 31, 2025 and 2024](#f_002) F-3 [Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024](#f_003) F-4 [Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024](#f_004) F-5 [Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024](#f_005) F-6 [Notes to the Consolidated Financial Statements](#f_006) F-7 **(b) Exhibits** The following documents are included as exhibits to this report. | Exhibit No. | Title of Document | | --- | --- | | 3.1 | Third Amended and Restated Certificate of Incorporation of Immix Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021) | | 3.2 | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021) | | 4.1 | Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021) | | 4.2 | Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 28, 2021) | | 4.3 | Form of Pre-Funded Warrant to Purchase Common Stock dated August 21, 2023 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2023) | | 4.4 | Certificate of Ownership and Merger (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2024 and incorporated herein by reference) | | 4.5 | Form of Non-Transferable Warrant dated September 5, 2025 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025) | | 4.6 | Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2025) | | 4.7^ | Description of the Registrant’s Securities | | 10.1+ | 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021) | | --- | --- | | 10.2+ | Form of Indemnification Agreement with Directors and Executive Officers (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021) | | 10.4+ | Employment Agreement by and between the Company and Ilya Rachman dated June 18, 2021 (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021) | | 10.5+ | Management Services Agreement by and between the Company and Alwaysraise LLC, dated March 24, 2021 (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021) | | 10.8+ | Amendment to Employment Agreement by and between the Company and Ilya Rachman dated as of November 9, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022) | | 10.9+ | Amendment to Master Services Agreement by and between the Company and Alwaysraise, LLC dated as of November 9, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022) | | 10.10# | Research and License Agreement entered into on November 27, 2022 by and between Nexcella, Inc. (formerly Immix Biopharma Cell Therapy, Inc.), Hadasit Medical Research Services & Development, Ltd. and BIRAD Research and Development Company Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2022) | | 10.11 | Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023) | | 10.13+ | 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021) | | 10.14+ | Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2024) | | 10.15 | Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023) | | 10.16+ | Amendment to Employment Agreement by and between the Company and Ilya Rachman dated as of May 12, 2023(Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023) | | 10.17+ | Amendment to Master Services Agreement by and between the Company and Alwaysraise, LLC dated as of May 12, 2023(Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023) | | --- | --- | | 10.18 | At The Market Offering Agreement dated as of June 3, 2025 between the Company and Citizens JMP Securities, LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2025) | | 10.19 | Securities Purchase Agreement dated September 5, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025) | | 10.20 | Registration Rights Agreement dated September 5, 2025 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025) | | 10.22 | Form of First Amendment to Stock Option Grant Notice (Management and Board) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025) | | 10.23 | Form of First Amendment to Stock Option Grant Notice (Employees) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025) | | 10.24+ | Form of Stock Option Agreement under the Amended and Restated Immix Biopharma, Inc. 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 22, 2024) | | --- | --- | | 10.25+ | Form of Restricted Stock Grant Agreement under the Amended and Restated Immix Biopharma, Inc. 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 22, 2024) | | 10.26+ | Form of Restricted Stock Unit Grant Agreement under the Amended and Restated Immix Biopharma, Inc. 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 22, 2024) | | 10.27^# | First Amendment to the Research and License Agreement, dated December 16, 2024, by and between Nexcella, Inc. and Hadasit Medical Research Services & Development, Ltd. and BIRAD Research and Development Company Ltd). | | 10.28^+ | Amendment No. 1 to the Immix Biopharma, Inc. 2021 Omnibus Equity Incentive Plan | | 14.1 | Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022) | | 16.1 | Letter from KMJ Corbin & Company LLP dated July 19, 2024 (filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 19, 2024 and incorporated herein by reference) | | 19.1^ | Insider Trading Policy | | 21.1^ | Subsidiaries | | 23.1* | Consent of Crowe LLP, independent registered public accounting firm | | 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1** | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | | 97.1 | Immix Biopharma, Inc. Executive Clawback Policy (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023) | | 99.1^ | Ratification of Option Grants | | 101.INS* | Inline XBRL Instance Document | | 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 104* | Cover Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2025 is formatted in Inline XBRL | \* Filed herewith. \*\* Furnished herewith. ^ Previously filed with the Original Filing. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the Company customarily and actually treats such information as private or confidential and such omitted information is not material. **SIGNATURES** Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 27th day of March, 2026. */s/ Ilya Rachman* Ilya Rachman Chief Executive Officer and Chief Scientific Officer (Principal Executive Officer) */s/ Gabriel Morris* Gabriel Morris Chief Financial Officer and President (Principal Financial and Accounting Officer)