Immix Biopharma, Inc.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 25, 2026
IMMX$8.06+11.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-25.
0001641172-25-000387
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-25.
0001493152-26-012714
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 71 current paragraphs.
39 unchanged; 18 reworded; 12 added; 12 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 1 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
On December 7, 2025, we entered into the 2025 Underwriting Agreement with Morgan Stanley, as representative of the several underwriters named in Schedule 1 thereto, relating to the issuance and sale of 19,117,646 Shares and Pre-Funded Warrants to purchase up to 490,196 shares of common stock. The Shares were sold at a price of $5.10 per share and the Pre-Funded Warrants were sold at a price of $5.09 per Pre-Funded Warrant, which represents the per Share offering price minus the $0.01 per share exercise price for each Pre-Funded Warrant.
Current report
Private Placement
Current report
On September 5, 2025 and September 11, 2025, we entered into the September 2025 Securities Purchase Agreements and Registration Rights Agreements with the Purchasers, pursuant to which we sold to the Purchasers in the Private Placement (i) an aggregate of 3,915,604 shares of common stock (ii) Warrants to purchase up to an aggregate of 2,936,709 shares of common stock. The combined purchase price per Share and Warrant was $2.37. The Private Placement closed on September 5, 2025 and September 11, 2025 and aggregate gross proceeds from both closings were approximately $9.3 million, before deducting fees and expenses payable by us. The Warrants are exercisable over a ten-year period at an exercise price of $2.00 per share, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Warrants are not transferable other than to affiliates of the Purchasers, and are exercisable only for cash consideration. Pursuant to the terms of the Registration Rights Agreements, we filed a resale registration statement with the SEC on October 6, 2025 providing for the resale of the shares of common stock and the shares of common stock issuable upon exercise of the Warrants by the Purchasers, which was declared effective by the SEC on December 1, 2025. Pursuant to the terms of the September 2025 Securities Purchase Agreements, effective September 8, 2025, our Board appointed Nancy Chang, Ph.D. as a member of the Board.
Current report
ATM Agreements
Current report
June 2025 ATM Sales Agreement
Current report
On June 3, 2025, we entered into an At The Market Offering Agreement (the “June 2025 ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”) for offers and sales of up to $50 million shares of common stock through Citizens as sales agent. We paid 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 have also provided Citizens with customary indemnification and contribution rights. Initially, we were eligible to sell up to $13,450,000 of shares of 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 our public float equals or exceeds $75.0 million. Since the aggregate market value of our outstanding shares of common stock held by non-affiliates exceeds $75.0 million, we are no longer subject to the baby shelf limitation on sales set forth in General Instruction I.B.6 of Form S-3. During the three months ended December 31, 2025, we sold 610,123 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $1,836,055, after offering expenses. During the year ended December 31, 2025, we sold 1,697,504 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $4,409,430, after offering expenses.
Current report
Nexcella is a wholly-owned subsidiary of Immix Biopharma, Inc (was merged with and into the Company in May 2024).
Current report
Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:
Current report
In June 2025, we entered into the June 2025 ATM Agreement under which we may offer and sell, from time to time at its sole discretion, up to $50 million in shares of its common stock. During the three months ended December 31, 2025 and the year ended December 31, 2025, we sold 610,123 and 1,697,504 shares, respectively, of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $1,836,055 and $4,409,430, respectively, after offering expenses.
Current report
In September 2025, we sold to the Purchasers in the Private Placement, pursuant to the September 2025 Securities Purchase Agreements (i) an aggregate of 3,915,604 shares of common stock, and (ii) non-transferable Warrants to purchase up to an aggregate of 2,936,709 shares of common stock for gross proceeds of approximately $9.3 million, before deducting fees and offering expenses payable by us.
Current report
In December 2025, we conducted an underwritten public offering of 19,117,646 shares of our common stock, at a price of $5.10 per share, and 490,196 Pre-Funded Warrants at a price of $5.09 per Pre-Funded Warrant, for net proceeds of approximately $93.7 million, after underwriting discounts and offering expenses.
Current report
Critical Accounting Estimates
Removed paragraphs (12)
Previous report
AxioMx Master Services Agreement
Previous report
On December 22, 2014, we entered into a Master Service Agreement (“MSA”) with AxioMx, Inc. (“AxioMx”) which is in the business of developing and supplying custom affinity reagents. We entered into the MSA to serve as a master agreement governing multiple sets of projects as may be agreed upon us and AxioMx from time to time. Pursuant to the MSA, we granted AxioMx a non-exclusive, royalty-free, worldwide, non-transferable license to certain of our intellectual property to perform services pursuant to the MSA, and AxioMx granted us an exclusive product assignment option (“Option”) which granted us an exclusive, royalty-bearing right, with the right to sublicense, under the Deliverable (as defined in the MSA) to further research, develop, use, sell, offer for sale, import and export one or more assigned products pursuant to the MSA. We exercised the Option in 2017. Pursuant to the MSA, AxioMx is entitled to royalties on the sale of any Deliverable that is used for diagnostic, prognostic or therapeutic purposes, in humans or animals, or for microbiology testing, including food safety testing or environmental monitoring. Specifically, we shall pay AxioMx a royalty of 3.5% of Net Sales (as defined in the MSA) of assigned products for each Deliverable used in licensed products for therapeutic purposes. In addition, we shall pay AxioMx a royalty of 1.5% of Net Sales of assigned products for each Deliverable used in licensed products for diagnostic or prognostic purposes; provided, however, if three Deliverables are used in an assigned product for diagnostic or prognostic purposes, the royalty shall be 4.5%. As of December 31, 2024, the MSA has expired and we do not intend to extend the MSA; however, the royalty obligations described therein survived the termination of the MSA.
Previous report
Absorption of Nexcella Subsidiary
Previous report
On May 20, 2024, Nexcella, was merged with and into the Company, with the Company as the surviving corporation. The Merger was effected pursuant to Section 253 of the DGCL when the Company filed a Certificate of Ownership and Merger (“Certificate of Merger”) with the Secretary of State of the State of Delaware. Immediately prior to the Merger, the Company owned greater than 95% of the outstanding common stock on a fully diluted basis of Nexcella, par value $0.0001 per share, and 100% of the outstanding shares of each other class of capital stock of Nexcella. Under the DGCL, the only approval required was that of the Company’s Board of Directors for the Merger to become effective. As a result of the Merger, Nexcella ceased to exist and all assets, operations and other property and rights of Nexcella have been succeeded to by the Company. Pursuant to the terms of the Certificate of Merger, as a result of the Merger, each of the outstanding Nexcella Shares (other than Nexcella Shares held by the Company) were converted, into common stock of the Company. In connection with the Merger, the Company issued 989,876 shares of its common stock to the former stockholders of Nexcella (other than shares held by the Company) (including Company common stock issued to third-party cash investors in Nexcella). In addition, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, 275,759 restricted stock awards to receive common stock in the Company and options to purchase up to 595,676 shares of Company common stock at an exercise price of $2.47 per share (the closing price on May 17, 2024), under the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan.
Previous report
The license remains with the Company after the Nexcella Absorption.
Previous report
July 2023 ATM Offering
Previous report
On July 14, 2023, we entered into an ATM Sales Agreement (the “July 2023 Sales Agreement”) with the Sales Agent pursuant to which we may offer and sell, from time to time, through the Sales Agent, shares of our common stock, subject to the terms and conditions set forth in the July 2023 Sales Agreement. Initially, we are eligible to sell up to $4,200,000 worth of shares of our common stock as the aggregate market value of our shares of common stock eligible for sale under the July 2023 Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that our public float equals or exceeds $75.0 million. In the event the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 will not apply to additional sales made pursuant to the July 2023 Sales Agreement. We agreed to pay the Sales Agent a commission rate of 3.75% of the aggregate gross proceeds from the sale of the shares of our common stock pursuant to the July 2023 Sales Agreement and have paid an expense deposit of $15,000 to the Sales Agent, which will be applied against the actual out-of-pocket accountable expenses. In addition, we have agreed to reimburse the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales Agent’s legal counsel up to $50,000, and to reimburse the Sales Agent, upon request, for such costs, fees and expenses in an amount not to exceed $7,500 on a quarterly basis for the first three fiscal quarters of each year and $10,000 for the fiscal fourth quarter of each year. The offering pursuant to the July 2023 Sales Agreement will terminate upon the earlier of (i) the sale of all of the shares of common stock subject to the July 2023 Sales Agreement and (ii) termination of the July 2023 Sales Agreement as permitted therein. We may terminate the July 2023 Sales Agreement in our sole discretion at any time by giving ten days’ prior notice to the Sales Agent. The Sales Agent may terminate the July 2023 Sales Agreement under the circumstances specified in the July 2023 Sales Agreement and in its sole discretion at any time by giving ten days’ prior notice to us. In addition, the July 2023 Sales Agreement may be terminated upon mutual agreement by us and the Sales Agent.
Previous report
From July 14, 2023 through February 5, 2024, the Company sold 328,136 common shares pursuant to the July 2023 ATM Facility for net proceeds of $1,091,887, after offering expenses. On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated July 14, 2023, relating to the July 2023 Sales Agreement by and between the Company and the Sales Agent. The Company will not make any sales of common stock pursuant to the July 2023 Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.
Previous report
On February 5, 2024, the Company entered into an Underwriting Agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC, relating to an underwritten offering of 5,535,055 shares of common stock of the Company. The public offering price was $2.71 per share of Common Stock and the Underwriter agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $2.5203 per share. On February 8, 2024, the Company closed the offering and received net proceeds of $13,565,760, after deducting underwriting discounts and commissions and estimated offering expenses. Pursuant to the Agreement, the Company granted the Underwriter a 30-day over-allotment option to purchase up to an additional 783,970 shares of Common Stock which was exercised in full on March 1, 2024 for net proceeds of $1,954,594, after deducting underwriting discounts and offering expenses.
Previous report
Recent Developments
Previous report
On February 10, 2025, the FDA granted Regenerative Medicine Advanced Therapy (RMAT) designation to sterically-optimized CAR-T NXC-201 for the treatment of relapsed/refractory AL amyloidosis. As of June 2024 public information, FDA approved less than half of RMAT applications submitted to the agency during the last eight years. FDA RMAT designation requires that a drug is an advanced regenerative medicine, targets a serious condition, with the potential to treat, modify, reverse, or cure, and preliminary clinical evidence has indicated that the drug has the potential to address these unmet medical needs.
Previous report
Critical Accounting Policies and Estimates
Reworded paragraphs (18)
Previous wording
Immix Biopharma, Inc. is a clinical-stage biopharmaceutical company focused on the application of chimeric antigen receptor cell therapy in light chain (AL) Amyloidosis and select immune-mediated diseases. Our lead cell therapy candidate is FDA IND cleared CAR-T NXC-201, currently being evaluated in our ongoing United States Phase 1b/2 NEXICART-2 (NCT06097832) clinical trial and our ex-U.S. phase 1b/2a NEXICART-1 (NCT04720313) clinical trial.
Current wording
Immix Biopharma, Inc. is a clinical-stage biopharmaceutical company focused on the application of CAR-T in AL Amyloidosis and other serious diseases. Our lead cell therapy candidate is FDA IND cleared CAR-T NXC-201, currently being evaluated in our ongoing United States Phase 1b/2 NEXICART-2 (NCT06097832) clinical trial and our ex-U.S. phase 1b/2a NEXICART-1 (NCT04720313) clinical trial.
Previous wording
Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our Company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities and negative cash flows from operations. We have funded our operations primarily through the sale of convertible debt and equity securities. Currently, our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Furthermore, we incur costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenses on other research and development activities.
Current wording
Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our Company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities and negative cash flows from operations. We have funded our operations primarily through the sale of convertible debt and equity securities and, to a lesser extent, grant funding. Currently, our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and general and administrative expenditures. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Furthermore, we incur costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenses on other research and development activities.
Previous wording
In addition, Nexcella shall pay sales milestone payments of up to $20 million for Net Sales exceeding $700 million and Nexcella has committed to funding NXC-201 clinical trials in Israel over 4 years for an estimated total cost of approximately $13 million, spread on a quarterly basis over that period, which Nexcella believes will generate clinical trial data owned by Nexcella. The term of the Agreement commenced on December 8, 2022 and, unless earlier terminated pursuant to the terms thereof, shall continue in full force and effect until the later of the expiration of the last Valid Claim under a Licensed Patent or a Joint Patent or Exclusivity Right covering a Licensed Product or the expiration of a continuous period of 15 years during which there shall not have been a First Commercial Sale of any Licensed Product in any country in the world. Licensors may terminate the Agreement immediately if Nexcella or its affiliates or sublicensees commences an action in which it challenges the validity, enforceability or scope of any of the Licensed Patents or Joint Patents. In addition, either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure such breach within 30 days. Additionally, Licensors may terminate the Agreement if Nexcella becomes insolvent or files for bankruptcy.
Current wording
In addition, Nexcella shall pay sales milestone payments of up to $20 million for Net Sales (as such term is defined in the Agreement) exceeding $700 million and Nexcella has committed to funding NXC-201 clinical trials in Israel over 4 years for an estimated total cost of approximately $13 million, spread on a quarterly basis over that period, which Nexcella believes will generate clinical trial data owned by Nexcella. The term of the Agreement commenced on December 8, 2022 and, unless earlier terminated pursuant to the terms thereof, shall continue in full force and effect until the later of the expiration of the last Valid Claim under a Licensed Patent or a Joint Patent or Exclusivity Right covering a Licensed Product or the expiration of a continuous period of 15 years during which there shall not have been a First Commercial Sale of any Licensed Product in any country in the world. Licensors may terminate the Agreement immediately if Nexcella or its affiliates or sublicensees commences an action in which it challenges the validity, enforceability or scope of any of the Licensed Patents or Joint Patents. In addition, either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure such breach within 30 days. Additionally, Licensors may terminate the Agreement if Nexcella becomes insolvent or files for bankruptcy.
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, payable no later than April 30, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones.
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 $1.5 million, which has been paid in full as of December 31, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones.
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 begin receiving funds from the grant in November of 2024. As of March 11, 2025, the Company has received $3.6 million in grant reimbursements under the grant agreement.
Current wording
On July 25, 2024, we were 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 us upon achievement of milestones that are primarily based on patient enrollment in our clinical trials. Additionally, if CIRM determines, in its sole discretion, that we have 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 we will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. We signed the grant agreement in November 2024 and begin receiving funds from the grant in November of 2024. As of March 20, 2026, we have received approximately $6.2 million in grant reimbursements under the grant agreement and $1.8 million of remaining awarded funds are expected to be disbursed upon the achievement of milestones.
Previous wording
General and administrative expenses were $11,381,978 for the year ended December 31, 2024 compared to $7,406,082 for the year ended December 31, 2023.
Current wording
General and administrative expenses were $13,697,817 for the year ended December 31, 2025 compared to $11,381,978 for the year ended December 31, 2024.
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 year ended December 31, 2024, due to increased investor relations and professional services of $1,839,151 due to service scope expansion and price increases, increased compensation of $1,011,389 due to the hiring of additional employees, increased stock-based compensation of $449,913 from additional equity awards issued, and increased other general expenses of $675,443.
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 year ended December 31, 2025, due to increased compensation of $1,213,247 due to the hiring of additional employees, increased investor relations and professional services of $695,152 due to service scope expansion and price increases, and increased other general expenses of $407,440.
Previous wording
Research and development expenses were $11,292,702 for the year ended December 31, 2024, compared to $8,735,031 for the year ended December 31, 2023.
Current wording
Research and development expenses were $16,258,598 for the year ended December 31, 2025, compared to $11,292,702 for the year ended December 31, 2024.
Previous wording
The increased research and development expenses were related to our ongoing Phase 1b/2a clinical trial and our CAR-T clinical trial, including, but not limited to, CRO and related costs for maintaining and treating patients in the clinical trial, as well as site onboarding costs and license fees. We were able to increase spending on research and development in 2024 as a result of funding from an underwritten public offering of 5,535,055 shares of our common stock at the public offering price of $2.71 per share, for net proceeds of $13,565,760, after underwriter discounts and offering expenses. Additionally, the Company received $1,925,000 in CIRM grant reimbursement which is recorded as an offset to research and development expenses.
Current wording
The increased research and development expenses were related to our ongoing Phase 1b/2a clinical trial and our CAR-T clinical trial, including, but not limited to, CRO and related costs for maintaining and treating patients in the clinical trial, as well as site onboarding costs and license fees. We were able to increase spending on research and development in 2025 as a result of funding from multiple share offerings resulting in net proceeds of $107,349,347, after underwriter discounts and offering expenses. Additionally, the Company received $2,725,000 in CIRM grant reimbursement which is recorded as an offset to research and development expenses.
Previous wording
Interest income was $1,017,354 for the year ended December 31, 2024, compared to $572,006 of interest income for the year ended December 31, 2023. Interest income in the current year was related to interest received on investments in a money market fund and increased from the prior year as a result of the Company maintaining higher balances in money market funds during the current year.
Current wording
Interest income was $555,526 for the year ended December 31, 2025, compared to $1,017,354 of interest income for the year ended December 31, 2024. Interest income in the current year was related to interest received on investments in a money market fund and decreased from the prior year as a result of the Company maintaining lower balances in money market funds during the current year.
Previous wording
Provision for income taxes for the year ended December 31, 2024 was $41,037 compared to $26,415 for the year ended December 31, 2023, due to withholding taxes relating to our Australian subsidiary.
Current wording
Provision for income taxes for the year ended December 31, 2025 was $37,724 compared to $41,037 for the year ended December 31, 2024, due to withholding taxes relating to our Australian subsidiary.
Previous wording
Our primary use of cash and cash equivalents is to fund operating expenses, which consist of clinical research and development expenses, manufacturing expenses, legal and compliance expenses, compensation and related expenses, and general overhead costs. Cash and cash equivalents used to fund operating expenses are impacted by the timing of when we pay or prepay these expenses. We expect our expenses to increase in connection with our ongoing activities, particularly as we expand our clinical programs, continue the research and development of, and seek marketing approval for our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution.
Current wording
Our primary use of cash, cash equivalents, and short-term investments is to fund operating expenses, which consist of clinical research and development expenses, manufacturing expenses, legal and compliance expenses, compensation and related expenses, and general overhead costs. Cash, cash equivalents, and short-term investments used to fund operating expenses are impacted by the timing of when we pay or prepay these expenses. We expect our expenses to increase in connection with our ongoing activities, particularly as we expand our clinical programs, continue the research and development of, and seek marketing approval for our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution.
Previous wording
In February and March 2024, we conducted an underwritten public offering of 6,319,025 shares of our common stock, inclusive of the underwriter’s exercise in full of its over allotment option, at $2.71 per share, for the net proceeds of approximately $15.5 million, after underwriting discounts and offering expenses.
Current wording
In February and March 2024, we conducted an underwritten public offering of 6,319,025 shares of our common stock, inclusive of the underwriter’s exercise in full of its over-allotment option, at $2.71 per share, for net proceeds of approximately $15.5 million, after underwriting discounts and offering expenses.
Previous wording
As of December 31, 2024, we had total assets of approximately $22.9 million and working capital of approximately $11.5 million. As of December 31, 2024, our liquidity included approximately $17.7 million of cash and cash equivalents. We believe that our cash and cash equivalents on hand as of the date of this report coupled with expected disbursements under the CIRM grant, will be sufficient to fund our planned operations over the 12-month period following the date of this report; however, there can be no assurance we will not need additional capital sooner. In addition, we believe that we will need additional capital to continue our planned operations beyond the 12-month period following the 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 December 31, 2025, we had total assets of approximately $104.8 million and working capital of approximately $91.1 million. As of December 31, 2025, our liquidity included approximately $100.4 million of cash, cash equivalents and short-term investments. We believe that our cash, cash equivalents and short-term investments on hand as of the date of this report coupled with expected disbursements under the CIRM grant, will be sufficient to fund our planned operations over the 12-month period following the date of this report; however, there can be no assurance we will not need additional capital sooner. In addition, we believe that we will need additional capital to continue our planned operations beyond the 12-month period following the 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
In January 2024, the Company entered into a long-term operating lease agreement for biopharmaceutical manufacturing space in California under a non-cancelable operating lease that expires in December 2033. Under the terms of the lease we expect to make total lease payments of $1.6 million through December 2033.
Current wording
In January 2024, we entered into a long-term operating lease agreement for biopharmaceutical manufacturing space in California under a non-cancelable operating lease that expires in December 2033. Under the terms of the lease we expect to make total lease payments of $1.4 million through December 2033.
Previous wording
Net cash used in operating activities was $14,595,102 for the year ended December 31, 2024 and $11,371,438 for the year ended December 31, 2023. Net cash used in operating activities for the year ended December 31, 2024 was primarily related to our net loss of $21,698,363, offset by non-cash items of stock-based compensation expense of $3,020,573, depreciation expense of $32,941 and right of use asset amortization of $82,447. Operating activities also included an increase in accounts payable and accrued expenses of $4,401,623 and an increase in the tax receivable of $971,527, partially offset by a decrease in prepaid expenses of $554,771. Net cash used for the year ended December 31, 2023 was primarily related to our net loss of $15,595,522 offset by non-cash items of stock-based compensation expense of $2,565,708 and depreciation expense of $5,468. Operating activities also included an increase in accounts payable and accrued expenses of $2,434,467, an increase in the tax receivable of $893,401, and a decrease in prepaid expenses of $111,842.
Current wording
Net cash used in operating activities was $23,930,304 for the year ended December 31, 2025 and $14,595,102 for the year ended December 31, 2024. Net cash used in operating activities for the year ended December 31, 2025 was primarily related to our net loss of $29,438,613, offset by non-cash items of stock-based compensation expense of $2,441,875, depreciation expense of $245,747 and right of use asset amortization of $118,754. Operating activities also included increases in accounts payable and accrued expenses of $1,027,161, and in prepaid expenses of $286,729 partially offset by a decrease in the tax receivable of $2,059,507. Net cash used in operating activities for the year ended December 31, 2024 was primarily related to our net loss of $21,698,363, offset by non-cash items of stock-based compensation expense of $3,020,573, depreciation expense of $32,941 and right of use asset amortization of $82,447. Operating activities also included an increase in accounts payable and accrued expenses of $4,401,623 and an increase in the tax receivable of $971,527, partially offset by a decrease in prepaid expenses of $554,770.
Previous wording
Net cash used in investing activities was $1,177,680 for the year ended December 31, 2024, consisting solely of purchase of property and operating equipment, compared to $52,089 for the year ended December 31, 2023.
Current wording
Net cash used in investing activities was $7,213,785 for the year ended December 31, 2025, consisting of purchase of property and operating equipment of $732,925 and $6,480,860 for the purchase of short term investments, compared to $1,177,680 for the year ended December 31, 2024. The decrease was related to the completion of the build-out of our manufacturing space in 2025.
Previous wording
Net cash provided by financing activities was $15,948,567 for the year ended December 31, 2024 and $15,463,512 for the year ended December 31, 2023. Net cash provided by financing activities in 2024 was related to proceeds of $15,946,078 from the sale of common shares through a public offering. Net cash provided by financing activities in 2023 was primarily related to $9,934,153 in net proceeds from the issuance of shares of our common stock and warrants in our August 2023 private placement and $5,438,970 in net proceeds from the sale of shares of our common stock pursuant to our ATM facilities.
Current wording
Net cash provided by financing activities was $107,386,859 for the year ended December 31, 2025 and $15,948,567 for the year ended December 31, 2024. Net cash provided by financing activities in 2025 was primarily related to proceeds of $107,392,716 from the sale of common stock, which includes $4,409,430 from the sale of common stock through an at-the-market offering. Net cash provided by financing activities in 2024 was related to proceeds of $15,946,078 from the sale of common stock through a public offering.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
As discussed above, on July 25, 2024, we were 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 March 2026, we have received $6.2 million in grant reimbursements under the grant agreement.
Current report — wording carried from elsewhere
Our primary use of cash, cash equivalents and short-term investments is to fund operating expenses, which consist of clinical research and development expenses, manufacturing expenses, legal and compliance expenses, compensation and related expenses, and general overhead costs. Cash, cash equivalents and short-term investments used to fund operating expenses are impacted by the timing of when we pay or prepay these expenses. We expect our expenses to increase in connection with our ongoing activities, particularly as we expand our clinical programs, continue the research and development of, and seek marketing approval for our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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 begin receiving funds from the grant in November of 2024. As of March 11, 2025, the Company has received $3.6 million in grant reimbursements under the grant agreement.