Immix Biopharma, Inc.
For the period ended Apr 6, 2026. Filed Apr 6, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 6, 2026 · Filed Apr 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
IMMIX BIOPHARMA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
IMMIX BIOPHARMA, INC.
11400 West Olympic Blvd., Suite 200
Los Angeles, CA 90064
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 22, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Immix Biopharma, Inc. (the “Company,” “we,” “us”, or “our”) to consider and act upon the following matters:
| 1. | To elect the nine (9) director nominees named in the accompanying proxy statement to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3. | To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
The Company’s Board of Directors has fixed the close of business on March 31, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.
The Notice of Internet Availability of Proxy Materials will be mailed to our stockholders on or about April 6, 2026. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the proxy statement, the accompanying proxy card and our 2025 Annual Report to Stockholders on or about April 10, 2026. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of our proxy materials.
If You Plan to Attend the Annual Meeting
Please note that space limitations make it necessary to limit attendance at the Annual Meeting to our stockholders. Registration and seating will begin at 11:30 a.m. ET (8:30 a.m. PT). Shares of common stock can be voted at the Annual Meeting only if the holder thereof is present in person or represented by a valid proxy.
For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. If you do not plan on attending the Annual Meeting, please vote, electronically over the Internet or, if you receive a paper copy of the proxy card or voting instruction form by mail, by dating, signing and returning the proxy card or voting instruction form in the business envelope provided. Even if you do plan to attend the Annual Meeting, we recommend that you vote your shares promptly in order to ensure your representation at the Annual Meeting. Your vote is very important.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 22, 2026 at 12:00 p.m. ET (9:00 a.m. PT) at the Company’s principal office located at 11400 West Olympic Blvd., Suite 200, Los Angeles, CA 90064.
**The Company’s proxy statement and 2025 Annual Report to Stockholders are available at
http://www.annualgeneralmeetings.com/immx2026
By the Order of the Board of Directors
/s/ Ilya Rachman
Ilya Rachman
Chairman of the Board of Directors, Chief Executive Officer and Chief Scientific Officer
Dated: April 6, 2026
Whether or not you expect to attend the Annual Meeting in person, we urge you to read the proxy statement and to submit your proxy or voting instructions as soon as possible. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. For information on how to vote your shares, please refer to the section of the proxy statement entitled “Questions and Answers About this Proxy Statement and Voting” and to the instructions provided in your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. Please vote or provide instructions electronically over the Internet or, if you receive a paper copy of the proxy card or voting instruction form by mail, by dating, signing and returning the proxy card or voting instruction form in the business envelope provided. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
TABLE OF CONTENTS
| GENERAL | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING | 1 |
| Why did I Receive a Notice of Internet Availability of Proxy Materials in the Mail instead of a Full Set of Proxy Materials? | 1 |
| What Does it Mean if I Receive More than One Notice? | 1 |
| How do I attend the Annual Meeting? | 1 |
| Who May Attend the Annual Meeting? | 1 |
| Who is Entitled to Vote? | 2 |
| What is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)? | 2 |
| What am I Voting on? | 2 |
| What if another matter is properly brought before the Annual Meeting? | 2 |
| How Do I Vote? | 2 |
| How Many Votes do I Have? | 3 |
| Is My Vote Confidential? | 3 |
| What Constitutes a Quorum? | 3 |
| How Will my Shares be Voted if I Give No Specific Instruction? | 3 |
| What is a Broker Non-Vote? | 4 |
| What is an Abstention? | 4 |
| How Many Votes are Needed for Each Proposal to Pass? | 4 |
| How Does the Board of Directors Recommend I Vote? | 5 |
| Who Will Run the Meeting? | 5 |
| Who Will Count the Vote? | 5 |
| What Are the Voting Procedures? | 5 |
| Is My Proxy Revocable? | 5 |
| Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement? | 5 |
| Do I Have Dissenters’ Rights of Appraisal? | 6 |
| How can I Find out the Results of the Voting at the Annual Meeting? | 6 |
| When are Stockholder Proposals Due for the 2027 Annual Meeting? | 6 |
| CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE | 7 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 13 |
| General | 13 |
| Information with Respect to Director Nominees | 13 |
| Board Recommendation | 16 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 18 |
| Summary Compensation Table | 18 |
| Narrative Disclosure to Summary Compensation Table | 19 |
| Equity Compensation Plan Information | 20 |
| Bonus Arrangements | 21 |
| Equity Grant Practices | 22 |
| Outstanding Equity Awards at December 31, 2025 | 23 |
| DIRECTOR COMPENSATION | 24 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 25 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 25 |
| DELINQUENT SECTION 16(A) REPORT | 26 |
| PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 27 |
| General | 27 |
| Principal Accountant Fees and Services | 28 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 28 |
| Vote Required | 28 |
| Board Recommendation | 28 |
| AUDIT COMMITTEE REPORT | 29 |
| OTHER MATTERS | 29 |
| ADDITIONAL INFORMATION | 30 |
| Householding | 30 |
i
IMMIX BIOPHARMA, INC.
11400 West Olympic Blvd., Suite 200
Los Angeles, CA 90064
PROXY STATEMENT FOR THE
2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON may 22, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.