IMMX 8-K filed 2026 · insiderdelta

Item
1.01. Entry into a Material Definitive Agreement.

On
March 25, 2026, Immix Biopharma, Inc., a Delaware corporation (the “Company”) and Citizens JMP Securities, LLC entered into
Amendment No. 1 (“Amendment No. 1”) to that certain At The Market Offering Agreement, dated June 3, 2025 (the “Sales
Agreement”), pursuant to which the Company may offer and sell, from time to time, at its option, shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), through Citizens JMP Securities, LLC, as sales agent (the
“Sales Agent”), having an aggregate offering price of up to $100,000,000 (the “Shares”) in an “at the market
offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The issuance
and sale of Shares, if any, under the Sales Agreement will be made under the Company’s current effective registration statement
on Form S-3 (File No. 333-292665), previously filed with the Securities and Exchange Commission
(the “SEC”) on January 9, 2026, and declared effective by the SEC on January 22, 2026, including the prospectus dated
January 9, 2026 and the prospectus supplement relating to this offering filed with the SEC on March 25, 2026, by any method that is deemed
to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately
negotiated and block transactions.

Under
the terms of the Sales Agreement, as amended by Amendment No. 1, the Company will not issue or sell through the Sales Agent such number
or dollar amount of Shares that would exceed the number or dollar amount of shares of Common Stock registered and available on the Registration
Statement and as reflected on the prospectus supplement
pursuant to which the offering is being made , exceed the number of authorized but unissued shares
of Common Stock, or exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General
Instruction I.B.6 thereof, if applicable). The Sales Agent 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 the Sales Agent a commission of three percent (3.0%) of the gross sales proceeds of any Common Stock sold through the
Sales Agent under the Sales Agreement, and also has provided the Sales Agent with customary indemnification and contribution rights.
The Company will also reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales
Agreement up to a maximum of $50,000.

The
foregoing description of the Sales Agreement, including Amendment No. 1 thereto, does not purport to be complete and is qualified in
its entirety by reference to the full text of the Sales Agreement and Amendment No. 1, copies of which are filed herewith as Exhibits
10.1 and 10.2, and are incorporated herein by reference.

Blank
Rome LLP, counsel to the Company, has issued a legal opinion relating to the validity of the Shares. A copy of such legal opinion, including
the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there
be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
IMMX Immix Biopharma, Inc. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
