Immix Biopharma, Inc.

Previous wording

On December 16, 2024, Nexcella entered into the First Amendment to the Research and License Agreement (the “First Amendment”) with the Licensors. The First Amendment includes terms specific to new licensed products and requires an additional upfront license fee of $1,500,000, $250,000 of which was paid during the six months ended June 30, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones. The upfront license fee was paid in full during the six months ended June 30, 2025.

Current wording

On December 16, 2024, Nexcella entered into the First Amendment to the Research and License Agreement (the “First Amendment”) with the Licensors. The First Amendment includes terms specific to new licensed products and requires an additional upfront license fee of $1,500,000, which was paid in full during the nine months ended September 30, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones. The upfront license fee was paid in full during the nine months ended September 30, 2025.

Previous wording

On July 25, 2024, the Company was awarded an $8 million grant from the California Institute for Regenerative Medicine (CIRM) to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical trials. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. The Company signed the grant agreement in November 2024 and began receiving funds from the grant in November of 2024. During the six months ended June 30, 2025, the Company received $1.7 million in grant reimbursements under the grant agreement. As of August 2025, the Company has received $3.6 million in grant reimbursements under the grant agreement and $4.4 million of remaining awarded funds are expected to be disbursed upon the achievement of milestones.

Current wording

On July 25, 2024, the Company was awarded an $8 million grant from the California Institute for Regenerative Medicine (CIRM) to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical trials. Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. The Company signed the grant agreement in November 2024 and began receiving funds from the grant in November of 2024. During the nine months ended September 30, 2025, the Company received $2.7 million in grant reimbursements under the grant agreement. As of November 2025, the Company has received $4.6 million in grant reimbursements under the grant agreement and $3.4 million of remaining awarded funds are expected to be disbursed upon the achievement of milestones.

Previous wording

On June 3, 2025, the Company entered into an At The Market Offering Agreement (the “June 2025 ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”) under which the Company may offer and sell, from time to time at its sole discretion, up to $50 million shares of its common stock. Citizens will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market, to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Citizens a commission of three percent (3%) of the gross sales proceeds of any common stock sold through Citizens under the June 2025 ATM Agreement, and has also provided Citizens with customary indemnification and contribution rights. The Company has reimbursed Citizens for certain specified expenses in the amount of approximately $50,000 in connection with entering into the June 2025 ATM Agreement, and expects to conduct quarterly reimbursements of $3,000 throughout the term of the June 2025 ATM Agreement. Initially, the Company is eligible to sell up to $13,450,000 worth of shares of its common stock under the June 2025 ATM Agreement subject to the so-called “baby shelf” limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the baby shelf limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the June 2025 ATM Agreement.. During the three and six months ended June 30, 2025, the Company sold 513,935 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $1,094,399, after offering expenses. As of August 6, 2025, the Company has sold 1,015,347 common shares pursuant to the June 2025 ATM Agreement for net proceeds of $2,430,741, after offering expenses.

Current wording

On June 3, 2025, the Company entered into an At The Market Offering Agreement (the “June 2025 ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”) under which the Company may offer and sell, from time to time at its sole discretion, up to $50 million shares of its common stock. Citizens will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market, to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Citizens a commission of three percent (3%) of the gross sales proceeds of any common stock sold through Citizens under the June 2025 ATM Agreement, and has also provided Citizens with customary indemnification and contribution rights. The Company has reimbursed Citizens for certain specified expenses in the amount of $3,000 in connection with entering into the June 2025 ATM Agreement, and expects to conduct quarterly reimbursements of $3,000 throughout the term of the June 2025 ATM Agreement. Initially, the Company is eligible to sell up to $13,450,000 worth of shares of its common stock under the June 2025 ATM Agreement subject to the so-called “baby shelf” limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the baby shelf limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the June 2025 ATM Agreement. During the three months ended September 30, 2025, the Company sold 573,446 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $1,478,976, after offering expenses. During the nine months ended September 30, 2025, the Company sold 1,087,381 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $2,573,375, after offering expenses.

Previous wording

The expenses incurred in both periods were related to salaries, patent maintenance costs and general accounting and other general consulting expenses, which were higher for the three months ended June 30, 2025, due to increases in professional fees of $198,910, compensation of $148,865, due to hiring of additional employees, and other general expenses of $61,716, slightly offset by decreases of $71,999 in investor relations expense and stock-based compensation of $70,602.

Current wording

The expenses incurred in both periods were related to salaries, patent maintenance costs and general accounting and other general consulting expenses, which were higher for the three months ended September 30, 2025, due to increases in other general expenses of $369,784, professional fees of $235,251, and compensation of $98,206, due to hiring of additional employees, slightly offset by decreases of $369,784 in investor relations expense driven by less activity, and stock-based compensation of $225,835.

Previous wording

Interest income was $104,056 for the three months ended June 30, 2025, compared to $306,915 for the three months ended June 30, 2024. Interest income was related to interest received on investments in money market funds and US Treasuries. The decrease is a result of the Company maintaining lower balances during the current period.

Current wording

Interest income was $84,539 for the three months ended September 30, 2025, compared to $256,680 for the three months ended September 30, 2024. Interest income was related to interest received on investments in money market funds and US Treasuries. The decrease is a result of the Company maintaining lower balances during the current period.

Previous wording

Provision for income taxes for the three months ended June 30, 2025 was $8,914 compared to $10,269 for the three months ended June 30, 2024, due to withholding taxes relating to our Australian subsidiary.

Current wording

Provision for income taxes for the three months ended September 30, 2025 was $7,722 compared to $11,144 for the three months ended September 30, 2024, due to withholding taxes relating to our Australian subsidiary.

Previous wording

Net loss for the three months ended June 30, 2025 was $6,622,563, compared to $4,405,850 for the three months ended June 30, 2024, which increase was due primarily to the increase in research and development expenses, as discussed above.

Current wording

Net loss for the three months ended September 30, 2025 was $7,585,692, compared to $7,149,395 for the three months ended September 30, 2024, which increase was due primarily to the increase in research and development expenses, as discussed above.

Previous wording

The expenses incurred in both periods were related to salaries, patent maintenance costs and general accounting and other general consulting expenses, which were higher for the six months ended June 30, 2025, due to increases in compensation of $545,065, due to hiring additional employees, other general expenses of $102,675, investor relations expenses of $43,961 and professional services of $25,959, slightly offset by a $84,383 decrease in stock-based compensation.

Current wording

The expenses incurred in both periods were related to salaries, patent maintenance costs and general accounting and other general consulting expenses, which were higher for the nine months ended September 30, 2025, due to increases in compensation of $643,271, due to hiring additional employees, other general expenses of $493,812, and professional services of $261,210, offset by decreases in investor relations expenses of $325,823, driven by less activity, and stock-based compensation of $310,218.

Previous wording

The increased research and development expenses during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, were related to our ongoing Phase 1b/2a CAR-T clinical trial, including, but not limited to, related costs for maintaining and treating patients in the clinical trial, as well as site onboarding costs and license fees.

Current wording

The increased research and development expenses during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were related to our ongoing Phase 1b/2a CAR-T clinical trial, including, but not limited to, related costs for maintaining and treating patients in the clinical trial, as well as site onboarding costs and license fees.

Previous wording

Interest income was $254,275 for the six months ended June 30, 2025, compared to $574,823 for the six months ended June 30, 2024. Interest income in the current period was related to interest received on investments in a money market fund which decreased as a result of the Company maintaining lower balances in money market funds during the current period.

Current wording

Interest income was $338,814 for the nine months ended September 30, 2025, compared to $831,503 for the nine months ended September 30, 2024. Interest income in the current period was related to interest received on investments in a money market fund which decreased as a result of the Company maintaining lower balances in money market funds during the current period.

Previous wording

Provision for income taxes for the six months ended June 30, 2025 was $18,736 compared to $19,108 for the six months ended June 30, 2024, due to withholding taxes relating to our Australian subsidiary.

Current wording

Provision for income taxes for the nine months ended September 30, 2025 was $26,458 compared to $30,252 for the nine months ended September 30, 2024, due to withholding taxes relating to our Australian subsidiary.

Previous wording

Net loss for the six months ended June 30, 2025 was $11,165,091 compared to $9,736,914 for the six months ended June 30, 2024, which increase was due primarily to the increase in general and administrative expenses and research and development expenses, each as discussed in greater detail above.

Current wording

Net loss for the nine months ended September 30, 2025 was $18,750,783 compared to $16,886,309 for the nine months ended September 30, 2024, which increase was due primarily to the increase in general and administrative expenses and research and development expenses, each as discussed in greater detail above.

Previous wording

As discussed above, on July 25, 2024, the Company was awarded an $8 million grant from CIRM to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. As of August 2025, the Company has received $3.6 million in grant reimbursements under the grant agreement.

Current wording

As discussed above, on July 25, 2024, the Company was awarded an $8 million grant from CIRM to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. As of November 2025, the Company has received $4.6 million in grant reimbursements under the grant agreement.

Previous wording

In June 2025, the Company entered into the June 2025 ATM Agreement with Citizens under which the Company may offer and sell, from time to time at its sole discretion, up to $50 million in shares of its $0.0001 par value common stock, through Citizens as its sales agent. During the three and six months ended June 30, 2025, the Company sold 513,935 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $1,094,399, after offering expenses. As of August 6, 2025, the Company has sold 1,015,347 common shares pursuant to the June 2025 ATM Agreement for net proceeds of $2,430,741, after offering expenses.

Current wording

In June 2025, the Company entered into the June 2025 ATM Agreement with Citizens under which the Company may offer and sell, from time to time at its sole discretion, up to $50 million in shares of its $0.0001 par value common stock, through Citizens as its sales agent. During the three and nine months ended September 30, 2025, the Company sold 573,446 and 1,087,381 shares, respectively, of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $1,478,976 and $2,573,375, respectively, after offering expenses.

Previous wording

As of June 30, 2025, we had total assets of approximately $15.6 million and working capital of approximately $2.3 million. As of June 30, 2025, our liquidity included approximately $11.6 million of cash and cash equivalents. We believe that our cash and cash equivalents on hand as of the date of this report, will not be sufficient to fund our planned operations over the twelve month period following the date of this report. In addition, we believe that we will need additional capital to continue our planned operations beyond the twelve month period following the filing date of this report. We intend to seek additional funds through various financing sources, including the sale of our equity and debt securities, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements. In addition, we will consider alternatives to our current business plan that may enable us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Current wording

As of September 30, 2025, we had total assets of approximately $20.1 million and working capital of approximately $5.7 million. As of September 30, 2025, our liquidity included approximately $15.9 million of cash and cash equivalents. We believe that our cash and cash equivalents on hand as of the date of this report, will not be sufficient to fund our planned operations over the twelve month period following the date of this report. In addition, we believe that we will need additional capital to continue our planned operations beyond the twelve month period following the filing date of this report. We intend to seek additional funds through various financing sources, including the sale of our equity and debt securities, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements. In addition, we will consider alternatives to our current business plan that may enable us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Previous wording

Net cash used in operating activities was $6,994,921 for the six months ended June 30, 2025 and $9,082,817 for the six months ended June 30, 2024. Net cash used for the six months ended June 30, 2025 was primarily related to our net loss of $11,165,091, offset by non-cash items of stock-based compensation expense of $1,400,608, depreciation expense of $96,647 and right of use asset amortization of $42,368. Operating activities also included an increase in accounts payable and accrued expenses of $782,904, an increase prepaid expenses of $145,953, and a decrease in the tax receivable of $2,025,564. Net cash used for the six months ended June 30, 2024 was primarily related to our net loss of $9,736,914, offset by non-cash items of stock-based compensation expense of $1,581,114, depreciation expense of $6,889 and right of use asset amortization of $41,256. Operating activities also included an increase in accounts payable and accrued expenses of $119,782, an increase in the tax receivable of $815,290, and an increase in prepaid expenses of $278,480.

Current wording

Net cash used in operating activities was $12,900,697 for the nine months ended September 30, 2025 and $13,118,904 for the nine months ended September 30, 2024. Net cash used for the nine months ended September 30, 2025 was primarily related to our net loss of $18,750,783, offset by non-cash items of stock-based compensation expense of $1,871,079, depreciation expense of $193,633 and right of use asset amortization of $80,237. Operating activities also included an increase in accounts payable and accrued expenses of $1,818,025, an increase in prepaid expenses of $95,381, and a decrease in the tax receivable of $2,047,128. Net cash used in operating activities for the nine months ended September 30, 2024 was primarily related to our net loss of $16,886,309, offset by non-cash items of stock-based compensation expense of $2,314,920, depreciation expense of $12,338 and right of use asset amortization of $61,713. Operating activities also included an increase in accounts payable and accrued expenses of $2,120,531, an increase in the tax receivable of $746,748, and an increase in prepaid expenses of $7,932.

Previous wording

Net cash used in investing activities was $195,343 for the six months ended June 30, 2025, consisting solely of purchase of property and equipment, compared to $398,987 for the six months ended June 30, 2024.

Current wording

Net cash used in investing activities was $567,799 for the nine months ended September 30, 2025, compared to $670,529 for the nine months ended September 30, 2024, each consisting solely of purchase of property and equipment.

Previous wording

Net cash provided by financing activities was $1,110,116 for the six months ended June 30, 2025 and $15,948,567 for the six months ended June 30, 2024. Net cash provided by financing activities in 2025 was related to proceeds of $1,104,292 from the sale of common shares through an at-the-market offering. Net cash provided by financing activities in 2024 was related to proceeds of $425,724 from the sale of common shares through an at-the-market offering and proceeds of $15,520,354 from the sale of common shares through a public offering

Current wording

Net cash provided by financing activities was $11,718,263 for the nine months ended September 30, 2025 and $15,948,567 for the nine months ended September 30, 2024. Net cash provided by financing activities in 2025 was primarily related to proceeds of $11,878,678 from the sale of common shares, which includes $2,573,375 from the sale of common shares through an at-the-market offering. Net cash provided by financing activities in 2024 was related to proceeds of $425,724 from the sale of common shares through an at-the-market offering and proceeds of $15,520,354 from the sale of common shares through a public offering.