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[Form 3] Immix Biopharma, Inc. Initial Statement of Beneficial Ownership

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
3
Rhea-AI Filing Summary

Dr. Nancy T. Chang filed an initial Form 3 reporting ownership in Immix Biopharma, Inc. (IMMX) related to a 09/08/2025 event. She is identified as a director and the general manager of Robinhood II, LP. The filing shows 421,940 shares of common stock held directly and 496,940 shares held indirectly by Robinhood II, LP. The report also discloses two non-transferable warrants exercisable on 09/08/2025 and expiring 09/05/2035, each covering 316,455 underlying common shares with a $2 exercise price, listed as one direct and one indirect position. The filer states she may be deemed to beneficially own securities held by Robinhood II, LP but disclaims ownership except to the extent of pecuniary interest. The Form is signed on 09/17/2025.

Positive
  • Full disclosure of the reporting person's direct and indirect common stock holdings provides investor transparency
  • Warrants disclosed with exercise price ($2) and long maturity (09/05/2035), clarifying potential future dilution
Negative
  • None.

Insights

TL;DR: Routine Section 16 filing by a director disclosing both direct and indirect holdings plus long-dated warrants.

The Form 3 is a standard initial disclosure under Section 16 showing a director-level insider position and potential overlapping ownership through an affiliated entity, Robinhood II, LP. The combination of direct and indirect equity plus warrants provides transparency on voting and economic exposure. The disclaimer limits claimed beneficial ownership to pecuniary interest, which is common for managers of investment vehicles. There is no information of transfers, sales, or other transactions in this filing; it only establishes the reporting baseline.

TL;DR: Materiality is limited; this is an informational ownership disclosure, not a market-moving event by itself.

The filing quantifies insider exposure: 918,880 total common shares disclosed when combining direct and indirect positions and accounting for the warrants' underlying shares (excluding any double-counting nuances). The warrants have a <$b>$2 exercise price and long tenor to 2035, indicating potential future dilution if exercised. Absent transaction history or change-in-ownership detail, the filing primarily informs shareholders of insider stake and option exposure.

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
CHANG NANCY T

(Last) (First) (Middle)
C/O IMMIX BIOPHARMA, INC.
11400 WEST OLYMPIC BLVD., SUITE 200

(Street)
LOS ANGELES CA 90064

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2025
3. Issuer Name and Ticker or Trading Symbol
Immix Biopharma, Inc. [ IMMX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 421,940 D
Common Stock 496,940 I Held by Robinhood II, LP(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Transferrable Warrant to Purchase Common Stock 09/08/2025 09/05/2035 Common Stock 316,455 $2 D
Non-Transferrable Warrant to Purchase Common Stock 09/08/2025 09/05/2035 Common Stock 316,455 $2 I Held by Robinhood II, LP(1)
Explanation of Responses:
1. Dr. Nancy T. Chang is the general manager of Robinhood II, LP and may be deemed to beneficially own the securities held by Robinhood II, LP. Dr. Chang disclaims beneficial ownership of the securities of common stock owned directly by Robinhood II, LP, except to the extent of her pecuniary interest therein.
/s/ Dr. Nancy T. Chang 09/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Dr. Nancy T. Chang report on Form 3 for IMMX?

She reported direct ownership of 421,940 common shares, indirect ownership of 496,940 common shares via Robinhood II, LP, and warrants covering 316,455 shares each (one direct, one indirect) exercisable 09/08/2025 and expiring 09/05/2035 at a $2 exercise price.

When is the event date and signature date on the Form 3 for IMMX?

Event date: 09/08/2025. Signature date: 09/17/2025.

Does Dr. Chang claim beneficial ownership of shares held by Robinhood II, LP?

She may be deemed to beneficially own the securities held by Robinhood II, LP as its general manager but explicitly disclaims ownership except to the extent of her pecuniary interest.

What are the terms of the warrants disclosed by the reporting person?

Two non-transferable warrants exercisable 09/08/2025, expiring 09/05/2035, each underlying 316,455 common shares with a $2 exercise price.

Is this Form 3 reporting a transaction or an initial ownership position for IMMX?

It is an initial statement of beneficial ownership (Form 3) establishing the reporting person's existing direct and indirect positions; the filing does not report sales or purchases.
Immix Biopharma Inc

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107.04M
21.91M
34.4%
8.46%
1.28%
Biotechnology
Pharmaceutical Preparations
Link
United States
LOS ANGELES