[8-K] Immix Biopharma, Inc. Reports Material Event

Rhea-AI Filing Summary

Immix Biopharma held its 2025 Annual Meeting on June 20, with 72.1% of voting shares represented (20,092,566 shares). Two key proposals were voted upon:

1. Board of Directors Election:

• All eight directors were successfully elected with strong majority support
• Ilya Rachman (CEO), Gabriel Morris, and Jason Hsu received notably high approval rates above 14.3M votes each
• Helen C. Adams and Carey Ng received relatively lower but still substantial support with approximately 13.3-13.6M votes

2. Auditor Appointment:

• Shareholders overwhelmingly approved Crowe LLP as independent auditor for FY2025
• The resolution passed with 19.9M votes in favor (99.3% approval), only 47,622 against, and 98,438 abstentions

The company is classified as an emerging growth company and trades on Nasdaq under symbol IMMX.

Positive

• Strong shareholder participation with 72.1% of voting shares represented at the Annual Meeting
• All board members received significant majority approval, with most directors receiving over 90% approval from voting shareholders

Negative

• None.

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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): June 20, 2025

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)

N/A

(Former name or former address, if changed since last report)

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2025, at the 2025 Annual Meeting (the “Annual Meeting”) of the stockholders of Immix Biopharma, Inc. (the “Company,” “we,” “our,” or “us”), stockholders representing 20,092,566 shares of the Company’s capital stock entitled to vote at the Annual Meeting were present in person or by proxy representing 72.1% of the voting shares issued and outstanding on the record date of April 22, 2025, and constituting a quorum to conduct business at the Annual Meeting. The following sets forth the matters that were voted upon by the Company’s stockholders at the Annual Meeting and the voting results for such matters. These matters are described in more detail in the Proxy Statement.

At the Annual Meeting, stockholders approved the following proposals, which are set forth in their entirety below.

1. Proposal 1: The individuals listed below were elected at the Meeting to serve as directors of the Company until the next annual meeting of stockholders and until their successors are duly elected and qualified:

		For				Withheld				Broker Non-Votes
Ilya Rachman			14,564,106				38,284				5,490,176
Gabriel Morris			14,346,975				255,415				5,490,176
Jason Hsu			14,571,192				31,198				5,490,176
Magda Marquet			14,527,996				74,394				5,490,176
Helen C. Adams			13,371,024				1,231,366				5,490,176
Carey Ng			13,600,473				1,001,916				5,490,177
Jane Buchan			13,594,737				1,007,652				5,490,177
Yekaterina Chudnovsky			14,561,546				40,844				5,490,176

2. Proposal No. 2: To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:

For		Against				Abstentions				Broker Non-Votes
19,946,506			47,622				98,438				—

A majority of shares of common stock present in person or represented by proxy at the Annual Meeting were cast for approval of Proposal No. 2, and as such Proposal No. 2 was approved and ratified at the Annual Meeting.

SIGNATURE

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: June 23, 2025	/s/ Ilya Rachman
	Ilya Rachman
	Chief Executive Officer

FAQ

What was the voting turnout at IMMX's 2025 Annual Meeting?

At IMMX's 2025 Annual Meeting, stockholders representing 20,092,566 shares (72.1% of voting shares) were present in person or by proxy, constituting a quorum. The record date was April 22, 2025.

Who received the highest shareholder approval votes for IMMX's board of directors in 2025?

Jason Hsu received the highest number of 'For' votes among IMMX's director nominees with 14,571,192 votes, followed closely by Ilya Rachman with 14,564,106 votes and Yekaterina Chudnovsky with 14,561,546 votes.

Did IMMX shareholders approve Crowe LLP as their independent auditor for 2025?

Yes, IMMX shareholders overwhelmingly approved Crowe LLP as the independent registered public accounting firm for 2025, with 19,946,506 votes in favor, 47,622 against, and 98,438 abstentions.

Which IMMX board member received the most withheld votes in the 2025 election?

Helen C. Adams received the most withheld votes among IMMX's board nominees with 1,231,366 votes withheld, followed by Jane Buchan with 1,007,652 votes withheld and Carey Ng with 1,001,916 votes withheld.

Is IMMX considered an emerging growth company as of June 2025?

Yes, IMMX is classified as an emerging growth company, as indicated by the checked box in their 8-K filing. The company has not elected to use the extended transition period for complying with new financial accounting standards.