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Immix Biopharma (NASDAQ: IMMX) prices $150M common stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Immix Biopharma, Inc. is raising capital through an underwritten public offering of 16,778,524 shares of common stock at $8.94 per share, for expected gross proceeds of $150 million and estimated net proceeds of about $140.65 million. The deal is being led by Morgan Stanley under an existing shelf registration statement and is expected to close around May 22, 2026, subject to customary conditions. Immix plans to use the cash mainly to fund development of its BCMA-targeted CAR-T therapy NXC-201, as well as for working capital and general corporate purposes, and believes this financing, together with existing cash, will fund operations into mid-2028.

Positive

  • None.

Negative

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Insights

$150M equity raise strengthens cash runway but adds dilution.

Immix Biopharma priced an underwritten offering of 16,778,524 common shares at $8.94, for expected gross proceeds of $150 million and net proceeds of about $140.65 million. This is a primary issuance, so all proceeds go to the company.

The company intends to fund development of its BCMA-targeted CAR-T NXC-201, along with working capital and general corporate needs. Management states that, combined with existing cash, this raise should support operations into mid-2028, which materially extends the disclosed cash runway.

The trade-off for shareholders is equity dilution versus a better-funded clinical plan. Actual impact depends on NXC-201 trial progress and future disclosures in SEC reports about spending pace and additional financing needs.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 16,778,524 shares Underwritten common stock offering
Offering price $8.94 per share Public offering price to investors
Gross proceeds $150 million Expected gross proceeds from the offering
Net proceeds $140.65 million Estimated net after fees and expenses
Cash runway Into mid-2028 Runway with offering plus existing cash
underwritten offering financial
"entered into an underwriting agreement ... in an underwritten offering"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
shelf registration statement regulatory
"The Offering is being made pursuant to a shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a prospectus supplement dated May 21, 2026, filed pursuant to Rule 424(b)(5)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Breakthrough Therapy Designation regulatory
"NXC-201 has been awarded Breakthrough Therapy Designation (BTD)"
A breakthrough therapy designation is a regulatory fast-track given to a drug or treatment that shows early signs of providing a major improvement over existing options for a serious condition. Think of it as a VIP lane that can speed up development and more intensive guidance from regulators, which matters to investors because it can shorten time to market, reduce development risk and potentially increase a company’s value — though it does not guarantee approval.
Regenerative Medicine Advanced Therapy regulatory
"Regenerative Medicine Advanced Therapy (RMAT) by the US FDA"
Regenerative Medicine Advanced Therapy (RMAT) is a U.S. regulatory designation for cell, gene, and tissue‑based therapies intended to treat serious or life‑threatening conditions; it gives developers a “fast lane” with more frequent agency interaction and eligibility for accelerated review pathways. For investors, an RMAT label signals that a therapy may reach market faster and face less regulatory uncertainty than a standard program, which can raise the potential value and reduce timeline risk—though it is not a guarantee of approval.
Orphan Drug Designation regulatory
"Orphan Drug Designation (ODD) by FDA and in the EU by the EMA"
Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 21, 2026

 

IMMIX BIOPHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   001-41159   45-4869378

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

11400 West Olympic Blvd., Suite 200

Los Angeles, CA 90064

(Address of principal executive offices)

 

(310) 651-8041

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

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, par value of $0.0001 per share   IMMX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

 
 

 

Item 8.01. Other Events.

 

On May 21, 2026, Immix Biopharma, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule I thereto, pursuant to which the Company agreed to issue and sell, in an underwritten offering (the “Offering”), an aggregate of 16,778,524 shares of its common stock, par value $0.0001 per share (the “Shares”) at a public offering price of $8.94 per share.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Company estimates that the net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions, and estimated offering expenses, are expected to be approximately $140.65 million. The Offering is expected to close on May 22, 2026, subject to the satisfaction of customary conditions.

 

The Offering is being made pursuant to a shelf registration statement filed January 9, 2029 and declared effective by the Securities and Exchange Commission (the “SEC”) on January 22, 2026 (the “Registration Statement”) (File. No. 333-292665), a base prospectus filed as part thereof, and a prospectus supplement dated May 21, 2026, filed pursuant to Rule 424(b)(5) under the Securities Act.

 

The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, the full text of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. A copy of the opinion of Blank Rome LLP relating to the validity of the Shares in connection with the Offering, is filed as Exhibit 5.1 to this Current Report.

 

This Current Report shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

On May 21, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report contains “forward-looking” statements within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended, and of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements regarding the expected net proceeds of the Offering, the anticipated use of the net proceeds of the Offering, satisfaction of the closing conditions of the Offering and timing of the closing of the Offering. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “schedule,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on the Company’s current expectations and projections about future events and various assumptions, including the Company’s cash runway and the satisfaction of customary closing conditions related to the Offering. Forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents that the Company files from time to time with the SEC. The forward-looking statements in this Current Report speak only as of the date hereof, the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated May 21, 2026, by and between Immix Biopharma, Inc. and Morgan Stanley & Co. LLC, as representative of the several underwriters.
5.1   Opinion of Blank Rome LLP.
23.1   Consent of Blank Rome LLP (included in Exhibit 5.1).
99.1   Press Release, dated May 21, 2026.
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Immix Biopharma, Inc.
   
Dated: May 21, 2026 /s/ Ilya Rachman
  Ilya Rachman, Ph.D., M.D.
  Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Immix Biopharma Announces Pricing of $150 Million Underwritten Offering of Common Stock

 

LOS ANGELES, CA, May 21, 2026 (GLOBE NEWSWIRE) — Immix Biopharma, Inc. (“ImmixBio”, “Company”, “We” or “Us” or “IMMX”), a global leader in AL Amyloidosis, today announced the pricing of an underwritten registered offering of 16,778,524 shares of its common stock at a price to the public of $8.94 per share. The gross proceeds to Immix from the offering, before deducting the underwriting discounts, commissions and other offering expenses, are expected to be $150 million. The offering is expected to close on or about May 22, 2026, subject to the satisfaction of customary closing conditions.

 

Immix intends to use the net proceeds from this offering to fund NXC-201 development, working capital and general corporate purposes. Immix believes that the net proceeds from the offering, together with its existing cash and cash equivalents, will be sufficient to meet the Company’s operational needs into mid-2028.

 

Morgan Stanley is acting as the lead book-running manager and BofA Securities is acting as book-running manager for the offering. LifeSci Capital, Mizuho and Needham & Company are acting as co-lead managers for the offering.

 

The securities in the registered offering are being offered and sold pursuant to a “shelf” registration statement on Form S-3 (File No. 333-292665), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 9, 2026, and declared effective on January 22, 2026. A prospectus supplement and accompanying prospectus describing the terms of the registered offering will be filed with the SEC and will be available on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering, when available, may also be obtained from: Morgan Stanley & Co. LLC, attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, by phone: 1-866-718-1649 or by email: prospectus@morganstanley.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Immix Biopharma, Inc.

 

Immix Biopharma, Inc. (ImmixBio) (Nasdaq: IMMX) is a global leader in AL Amyloidosis. AL Amyloidosis is a devastating disease where the immune system, that’s supposed to protect, instead produces toxic light chains, clogging up the heart, kidney and liver, causing organ failure and death. Our lead candidate is sterically-optimized BCMA-targeted chimeric antigen receptor T (CAR-T) cell therapy NXC-201 with a “digital filter” that is designed to filter out non-specific activation. NXC-201 teaches the immune system to recognize and eliminate the source of the toxic light chains. NXC-201 is being evaluated in the U.S. multi-center study for relapsed/refractory AL Amyloidosis NEXICART-2 (NCT06097832), with a potentially registrational design. NXC-201 has been awarded Breakthrough Therapy Designation (BTD) and Regenerative Medicine Advanced Therapy (RMAT) by the US FDA and Orphan Drug Designation (ODD) by FDA and in the EU by the EMA.

 

 
 

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements relating to the offering, including the timing of the closing of the offering, the anticipated use of proceeds therefrom, the Company’s cash runway, the potential benefits of the Company’s product candidate CAR-T NXC-201 and the timing and results related to clinical trials, including planned trials. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, risks and uncertainties relating to market conditions; the completion of the proposed offering on the anticipated terms or at all; the risk that the estimates for the number of patients in the U.S. with relapsed/refractory AL Amyloidosis and the market size are not accurate; the risk that further data from the ongoing U.S. Phase 1b/2 clinical trial and ex-U.S. Phase 1b/2a clinical trial for CAR-T NXC-201 will not be favorably consistent with the data readouts to date; that no drug product developed by the Company has received FDA pre-market approval or otherwise been incorporated into a commercial drug product; that success in early phases of pre-clinical and clinicals trials do not ensure later clinical trials will be successful; and those other risks disclosed in the section “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other periodic or current reports subsequently filed with the Securities and Exchange Commission. These reports are available at www.sec.gov. Immix Biopharma cautions that the foregoing list of important factors is not complete. Immix Biopharma cautions readers not to place undue reliance on any forward-looking statements. Immix Biopharma does not undertake, and specifically disclaims, any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

Contacts

Mike Moyer
LifeSci Advisors
mmoyer@lifesciadvisors.com

 

Company Contact

irteam@immixbio.com

 

 

 

FAQ

What did Immix Biopharma (IMMX) announce in its latest 8-K filing?

Immix Biopharma announced the pricing of an underwritten public offering of 16,778,524 common shares at $8.94 per share. The offering should generate $150 million in gross proceeds, with closing expected around May 22, 2026, subject to customary conditions.

How much money will Immix Biopharma (IMMX) raise from the new stock offering?

Immix Biopharma expects gross proceeds of $150 million from the offering and estimated net proceeds of about $140.65 million. Net proceeds are calculated after underwriting discounts, commissions, and offering expenses, and will go directly to the company as this is a primary issuance.

How many new shares is Immix Biopharma (IMMX) issuing and at what price?

Immix Biopharma is issuing 16,778,524 shares of common stock at a public offering price of $8.94 per share. These shares are being sold in an underwritten offering led by Morgan Stanley under an effective shelf registration statement on Form S-3.

What will Immix Biopharma (IMMX) use the offering proceeds for?

Immix Biopharma plans to use net proceeds primarily to fund development of its CAR-T candidate NXC-201, along with working capital and general corporate purposes. The company believes the financing plus existing cash will support operations into mid-2028, based on its current plans.

Which banks are managing Immix Biopharma’s (IMMX) $150 million offering?

Morgan Stanley is acting as lead book-running manager and BofA Securities as book-running manager. LifeSci Capital, Mizuho, and Needham & Company are serving as co-lead managers for the underwritten offering of Immix Biopharma’s common stock.

Under which registration statement is Immix Biopharma (IMMX) conducting this offering?

The offering is being conducted under a shelf registration statement on Form S-3, File No. 333-292665. This statement was filed with the SEC on January 9, 2026 and declared effective on January 22, 2026, allowing Immix to issue shares via a prospectus supplement.

Filing Exhibits & Attachments

7 documents