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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): September 29, 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
September 29, 2026, Immix Biopharma, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement
(the “Underwriting Agreement”) with J.P. Morgan Securities LLC, pursuant to which the Company agreed to issue and sell, in
an underwritten offering (the “Offering”), an aggregate of 11,363,637 shares of its common stock, par value $0.0001
per share (the “Shares”) at a public offering price of $11.00 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 $117.1 million. The Offering is expected to close on September 30,
2026, subject to the satisfaction of customary conditions.
The
Offering is being made pursuant to a shelf registration statement filed January 9, 2026 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 September 29, 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, a copy of which 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
September 29, 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 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, as amended, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June
30, 2026 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 September 29, 2026,
by and between Immix Biopharma, Inc. and J.P. Morgan Securities LLC. |
| 5.1 |
|
Opinion of Blank Rome LLP. |
| 23.1 |
|
Consent of Blank Rome LLP (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated September 29, 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:
September 30, 2026 |
/s/
Ilya Rachman |
| |
Ilya
Rachman, Ph.D., M.D. |
| |
Chief
Executive Officer |
Exhibit
99.1
Immix Biopharma Announces Pricing of $125 Million Underwritten Offering
of Common Stock
LOS ANGELES, CA, September 29, 2026 (GLOBE NEWSWIRE) — Immix
Biopharma, Inc. (“ImmixBio”, “Company”, “we” or “us” or “IMMX”), a global
leader in relapsed/refractory AL Amyloidosis, today announced the pricing of an underwritten registered offering of 11,363,637 shares
of its common stock at a public offering price of $11.00 per share. The gross proceeds from this offering are expected to be $125 million,
before deducting underwriting discounts and commissions and offering expenses payable by the Company. The offering is expected to close
on or about September 30, 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.
J.P. Morgan is acting as the sole book-running manager for the offering.
The offering included participation from new and existing institutional investors, including Eventide Asset Management, Janus Henderson
Investors, Ridgeback Capital Investments L.P., Wellington Management and other leading U.S. biotechnology institutional investors and
mutual funds.
The shares of common stock described above are being offered and sold by
the Company 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 offering will be filed with the SEC and will be available
on the SEC’s website located at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus related
to this offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.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 other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or other 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 proprietary CD3ζ, CD8 hinge and binder “digital filter”
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
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 Phase 1/2 clinical trials for 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
