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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