Immix Biopharma, Inc.

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Our outstanding options and convertible securities may adversely affect the trading price of our common stock.

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As of September 30, 2025, we had 2,958,230 shares of our common stock issuable upon exercise of vested options, at a weighted average exercise price of $2.04 per share; and outstanding warrants to purchase 5,247,870 shares of common stock at a weighted average exercise price of $1.43 per share. For the life of the options and warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership interests of our existing stockholders.

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The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock pursuant to the exercise of outstanding options or warrants or conversion of other securities, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.

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In addition, the common stock issuable upon exercise/conversion of outstanding convertible securities may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of our outstanding convertible securities, then the value of our common stock will likely decrease.

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We face significant penalties and damages in the event a registration statement registering the resale of the shares of common stock sold in connection with, and issuable upon exercise of Warrants sold in connection with, the Private Placement, is not timely declared effective or not available for the sale of such shares.

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In connection with the Private Placement, the Company entered into Registration Rights Agreements with the Purchaser, pursuant to which we agreed to file, within 30 days after the closing of the Private Placement, an initial Registration Statement with the SEC covering the resale of all of the shares of common stock, and all of the shares of common stock issuable upon exercise of the Warrants, sold in connection with the Private Placement, which Registration Statement was timely filed. We also agreed to use reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as possible, but no later than the earlier of 90 days after filing if under review or five business days after notice that it will not be reviewed. We also agreed to reasonable best efforts to maintain the effectiveness of the Registration Statement and allow continuous resale of the Registrable Securities until either all such securities have been sold or they can be resold without registration under applicable securities laws. The Registration Statement will be accurate and not misleading in any material respect. The Registration Statement has not been declared effective to date.

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We also agreed to pay liquidated damages to the Purchasers if the registration milestones are not met, including the effectiveness of the Registration Statement, or if sales under an effective Registration Statement are suspended for reasons other than certain allowable delays, provided that no liquidated damages shall be payable if and to the extent, despite best efforts by the Company to avoid a breach hereof, the Company’s failure was caused by any Force Majeure or a government shutdown resulting in the SEC’s inability to review or declare effective the Registration Statement. Such damages are calculated at 1% of the Purchaser’s purchase price for the registrable securities held during each 30-day period that the Registration Statement is not available for sales, payable in cash within five business days, with interest accruing at 1% per month for late payments, subject to a maximum of 5% of the Purchaser’s aggregate purchase price. Additionally, if a blackout period exceeds 250 days, a Purchaser may require the Company to repurchase its Shares and Warrants, while still receiving liquidated damages through the date of repurchase.

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The Company has also agreed, among other things, to indemnify the Purchasers and their affiliates with respect to certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the Registration Rights Agreements.

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In the event the Registration Statement is not timely declared effective or suspended or terminated, or we otherwise fail to meet certain requirements set forth in the Registration Rights Agreements, we could be required to pay significant penalties which could adversely affect our cash flow and cause the value of our securities to decline in value.

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Our consolidated financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Based on our current operating plans, we expect our existing cash on hand, CIRM grant funding, and use of our ATM will fund our planned operating expenses into the fourth quarter of 2026. Accordingly, based on recurring losses from operations incurred since inception, the expectation of continued operating losses, and the need to raise additional capital to finance our future operations, we determined that there is substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. There is no assurance that funding will be available to us, will be obtained on terms favorable to us or will provide us with sufficient funds to meet our objectives. The reaction of investors to the inclusion of a going concern statement by our auditors and our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or enter into partnerships. If we become unable to continue as a going concern, we may have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

Previous report

As of September 30, 2025, the Company had cash and cash equivalents of approximately $15.9 million. In addition, the company has $3.4 million remaining to draw on the CIRM grant and $2.6 million was raised via the June 2025 ATM to-date as of September 30, 2025.

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There have been no sales of unregistered securities during the quarter ended September 30, 2025 which have not previously been reported in a Current Report on Form 8-K, except for:

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On September 11, 2025, the Company sold 84,388 shares of common stock and non-transferable warrants to purchase 63,292 shares of common stock with an exercise price of $2.00 per share to certain accredited investors as part of a private placement transaction.