[Form 4] Immix Biopharma, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview for Immix Biopharma (IMMX) discloses insider equity activity by CEO, Chairman and Director Ilya M. Rachman.

On 06/20/2025 the executive received an option grant covering 340,000 shares of common stock at an exercise price of $2.24 per share. The option expires on 06/20/2035 and vests in 48 equal monthly instalments, contingent upon continued service. The transaction is coded “A,” indicating an acquisition directly from the issuer, typically as equity compensation.

After the grant, Rachman reports holding 1,138,437 shares of common stock and 340,000 derivative securities (the newly issued options), all in direct ownership.

• No open-market purchase or sale of common stock occurred; the filing pertains solely to the new option award.
• The grant aligns executive incentives with long-term share performance but introduces potential future dilution if exercised.

The filing was signed on 06/23/2025.

Positive

• Equity award further aligns CEO incentives with shareholder value through performance-dependent option gains.
• Executive maintains a sizeable direct stake of 1,138,437 shares, demonstrating continued commitment to the company.

Negative

• Granting 340,000 new options increases potential share dilution upon exercise.
• Four-year vesting schedule adds a continuing equity overhang through 2029.

Insights

Securities Analyst

TL;DR Routine option grant; aligns incentives, limited immediate share-price impact.

The 340,000 options represent a typical long-term incentive package for a small-cap biotech CEO. A 10-year term and monthly vesting promote retention and performance alignment. Because no common shares were bought or sold, the transaction is cashless and non-dilutive until exercise. Investors should note the additional potential dilution but, given the four-year vesting and 2035 expiry, near-term supply impact is negligible. Overall, the filing neither signals bullish nor bearish insider sentiment; it simply formalises compensation.

Corporate Governance Specialist

TL;DR Standard equity compensation, governance-friendly structure, neutral impact.

The grant follows standard governance practice: multi-year vesting, market-based strike price and clear disclosure. Rachman’s existing 1.14 million-share stake already establishes strong alignment; the new options deepen that linkage without immediate shareholder cost. There is no evidence of opportunistic timing or accelerated vesting clauses. From a governance perspective, the structure is reasonable and transparent. Potential equity overhang exists, yet is typical for emerging-growth issuers and phased over four years, mitigating dilution risk.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rachman Ilya M

(Last) (First) (Middle)

C/O IMMIX BIOPHARMA, INC.

11400 WEST OLYMPIC BLVD., SUITE 200

(Street)

LOS ANGELES CA 90064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Immix Biopharma, Inc. [ IMMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,138,437	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.24	06/20/2025		A		340,000		(1)	06/20/2035	Common Stock	340,000	$0.00	340,000	D

Explanation of Responses:

1. The Stock Option will vest in forty-eight (48) equal monthly installments following the date of grant, subject to the Reporting Person's continued service with the Issuer.

	/s/ Ilya Rachman	06/23/2025
	** 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 4 (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 IMMX disclose in the latest Form 4?

CEO Ilya Rachman received 340,000 stock options at a $2.24 strike price on 06/20/2025.

How many IMMX shares does the CEO own after the transaction?

Rachman reports 1,138,437 common shares held directly.

What is the vesting schedule for the new IMMX options?

The options vest in 48 equal monthly instalments starting from the grant date.

When do the newly granted IMMX options expire?

The expiration date is 06/20/2035.

Did the CEO buy or sell any IMMX common stock in this filing?

No. The filing reports only an option grant; no common shares were bought or sold.