UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~March 725, ~~2025~~2026

IMMIX BIOPHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-41159

45-4869378

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

11400 West Olympic Blvd., Suite 200

Los Angeles, CA 90064

(Address of principal executive offices)

(310) 651-8041

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b)of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.0001 per share		IMMX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Underwritten~~On ~~Registered~~March 25, 2026, Immix Biopharma, Inc., a Delaware corporation (the “Company”) and Citizens JMP Securities, LLC entered into Amendment No. 1 (“Amendment No. 1”) to that certain At The Market Offering Agreement, dated June 3, 2025 (the “Sales Agreement”), pursuant to which the Company may offer and sell, from time to time, at its option, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), through Citizens JMP Securities, LLC, as sales agent (the “Sales Agent”), having an aggregate offering price of up to $100,000,000 (the “Shares”) in an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of Shares, if any, under the Sales Agreement will be made under the Company’s current effective registration statement on Form S-3 (File No. 333-292665), previously filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2026, and declared effective by the SEC on January 22, 2026, including the prospectus dated January 9, 2026 and the prospectus supplement relating to this offering filed with the SEC on March 25, 2026, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated and block transactions.

OnUnder ~~December~~the 7,terms ~~2025,~~of ~~Immix~~the ~~Biopharma,~~Sales ~~Inc.~~Agreement, aas ~~Delaware~~amended ~~corporation~~by (Amendment No. 1, the “Company~~”),~~ ~~entered~~will ~~into~~not anissue ~~underwriting~~or ~~agreement (~~sell through the ~~“Underwriting~~Sales ~~Agreement”)~~Agent ~~with~~such ~~Morgan~~number or ~~Stanley~~dollar &amount ~~Co.~~of ~~LLC,~~Shares asthat ~~representative~~would ofexceed the ~~several~~number ~~underwriters~~or ~~named in~~dollar ~~Schedule~~amount 1of ~~thereto~~shares ~~(the~~of ~~“Underwriters”),~~Common ~~relating~~Stock toregistered and available on the ~~issuance~~Registration Statement and ~~sale~~as (reflected on the ~~“Offering”)~~prospectus supplement ofpursuant ~~19,117,646~~to ~~shares~~which ofthe ~~its~~offering ~~common~~is ~~stock~~being made, ~~par~~exceed ~~value~~the ~~$0.0001~~number ~~per~~of ~~share~~authorized ~~(the~~but ~~“Shares”)~~unissued shares of Common Stock, ~~and~~or ~~pre-funded~~exceed ~~warrants~~the tonumber ~~purchase 490,196~~or dollar amount of shares of ~~its~~Common ~~common~~Stock ~~stock~~permitted ~~(the~~to ~~“Pre~~be sold under Form S-~~Funded~~3 ~~Warrants”~~(including General Instruction I.B.6 thereof, if applicable). The ~~Shares~~Sales ~~are~~Agent ~~being~~will ~~sold~~use atcommercially areasonable ~~price~~efforts, ofconsistent ~~$5.10~~with ~~per~~its normal trading ~~share~~and sales practices and ~~the~~applicable ~~Pre-Funded~~state ~~Warrants~~and ~~are~~federal ~~being~~law, ~~sold~~rules atand aregulations ~~price~~and the rules of ~~$5.09~~the ~~per~~Nasdaq ~~Pre-Funded~~Capital ~~Warrant~~Market, ~~which~~to ~~represents~~sell the Common ~~per~~Stock ~~share~~from ~~offering price~~time ~~for~~to ~~the~~time, ~~Shares~~based ~~minus~~upon ~~the~~instructions ~~$0.01~~from ~~per~~the ~~share~~Company ~~exercise~~(including any price, ~~for~~time ~~each~~or ~~Pre-Funded~~size ~~Warrant~~limits or other customary parameters or conditions the Company may impose).

~~Each~~The ~~Pre-Funded~~Company ~~Warrant~~ will ~~have~~pay ~~an exercise price per share of common stock equal to $0.01 per share. The exercise price and~~ the ~~number of~~Sales ~~shares~~Agent ofa ~~common~~commission ~~stock issuable upon exercise~~ of ~~each~~three ~~Pre-Funded~~percent Warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. Each Pre-Funded Warrant will be exercisable on or after the date of issuance until the date the Pre-Funded Warrant is exercised in full. Each Pre-Funded Warrant will be exercisable, in the holder’s discretion, by (i3.0%) ~~payment in full in immediately available funds for the number~~ of ~~shares of common stock purchased upon such exercise or (ii) a cashless exercise, in which case~~ the ~~holder~~gross ~~would~~sales ~~receive upon~~proceeds ~~such exercise the net number~~ of ~~shares~~any ofCommon ~~common~~Stock ~~stock~~sold ~~determined~~through ~~according to~~ the ~~formula set forth in the Pre-Funded Warrant.~~ ~~Under~~Sales ~~the~~Agent ~~Pre-Funded~~under ~~Warrants,~~ the ~~Company~~Sales ~~may not effect the exercise of any Pre-Funded Warrant~~Agreement, and aalso ~~holder~~has ~~will~~provided ~~not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i)~~ the ~~aggregate~~Sales ~~number~~Agent ~~of shares of common stock beneficially owned by such holder (together~~ with ~~its~~customary ~~affiliates)~~indemnification toand ~~exceed~~contribution 4rights.~~99% of the total number of shares of common~~ ~~stock~~The ~~outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the~~ Company’s ~~securities beneficially~~will ~~owned~~also byreimburse ~~such holder (together with its affiliates) to exceed 4.99% of~~ the ~~combined~~Sales ~~voting~~Agent ~~power~~for ofcertain ~~all~~specified ofexpenses ~~the Company’s securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined~~ in ~~accordance~~connection with ~~the~~ ~~terms~~entering ofinto the ~~Pre-Funded~~Sales Agreement ~~Warrant,~~up ~~which percentage may be changed at the holder’s election~~ to a ~~higher~~maximum ~~or lower percentage not in excess~~ of 19$50,000.~~99% upon at least 61 days’ notice to the Company.~~

InThe ~~the~~foregoing ~~event~~description of ~~certain~~the ~~fundamental~~Sales ~~transactions~~Agreement, aincluding ~~holder~~Amendment ofNo. ~~Pre-Funded~~1 ~~Warrants~~thereto, ~~will~~does benot ~~entitled~~purport to ~~receive,~~be ~~upon~~complete ~~exercise~~and ofis ~~the~~qualified ~~Pre-Funded~~in ~~Warrants,~~its ~~the~~entirety ~~kind~~by ~~and~~reference ~~amount~~to ofthe ~~securities,~~full ~~cash~~text orof ~~other~~the ~~property~~Sales ~~that~~Agreement ~~such~~and ~~holder~~Amendment ~~would~~No. ~~have~~1, ~~received~~copies ~~had~~of ~~they~~which ~~exercised~~are ~~the~~filed ~~Pre-Funded Warrants~~herewith ~~immediately~~as ~~prior~~Exhibits 10.1 toand ~~the~~10.2, ~~fundamental~~and ~~transaction~~are ~~without~~incorporated ~~regard~~herein toby ~~any limitations on exercise contained in the Pre-Funded Warrants~~reference.

~~The~~Blank ~~Offering~~Rome isLLP, ~~being~~counsel ~~made pursuant~~ to athe ~~shelf~~Company, ~~registration~~has ~~statement~~issued ~~filed~~a ~~January~~legal 3,opinion ~~2023~~relating ~~and~~to ~~declared~~the ~~effective~~validity byof the ~~Securities~~Shares. ~~and Exchange~~A ~~Commission~~copy ~~(the~~of ~~“SEC”)~~such onlegal ~~January 11~~opinion, ~~2023 (~~including the ~~“Registration~~consent ~~Statement”)~~included ~~(File. No. 333-269100)~~therein, a ~~base~~is ~~prospectus~~ filed as ~~part~~Exhibit ~~thereof,~~5.1 ~~and a prospectus supplement dated December 7, 2025, filed pursuant~~ to ~~Rule~~this ~~424(b)(5)~~Current ~~under~~Report ~~the Securities~~on ~~Act~~Form of8-K ~~1933,~~and asis ~~amended~~incorporated ~~(the~~herein ~~“Securities~~by ~~Act”)~~reference.

~~The~~This ~~Underwriting~~Current ~~Agreement~~Report ~~contains~~on ~~customary~~Form ~~representations,~~8-K ~~warranties~~shall ~~and~~not ~~agreements~~constitute byan offer to sell or the ~~Company,~~solicitation ~~customary~~of ~~conditions~~an offer to ~~closing~~buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification ~~and~~under ~~customary~~the ~~indemnification~~securities ~~obligations~~laws of ~~the~~any ~~Company~~such state.

The foregoing summary of the terms of the Underwriting Agreement and the Pre-Funded Warrants is subject to, and qualified in its entirety by reference to, the full texts of the Underwriting Agreement and form of Pre-Funded Warrant that are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The opinion of The Loev Law Firm, PC, regarding the validity of the Shares and Pre-Funded Warrants, and the shares of common stock underlying the Pre-Funded Warrants in connection with this Offering, is filed herewith as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

The net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions, and estimated offering expenses, are expected to be approximately $93.7 million. The Offering is expected to close on December 9, 2025, subject to the satisfaction of customary conditions. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated December 7, 2025, by and between Immix Biopharma, Inc. and Morgan Stanley & Co. LLC, as representative of the several underwriters
5.1		Opinion of Blank Rome LLP
4.1		Form of Pre-Funded Warrant
10.1		At The Market Offering Agreement, dated June 3, 2025, by and between Immix Biopharma, Inc. and Citizens JMP Securities, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed June 3, 2025, File No. 001-41159)
5.1		Legal Opinion of The Loev Law Firm, PC
10.2		Amendment No.1 to At The Market Offering Agreement, dated March 25, 2026, by and between Immix Biopharma, Inc. and Citizens JMP Securities, LLC
23.1		Consent of ~~The~~Blank ~~Loev~~Rome ~~Law~~LLP ~~Firm, PC~~ (~~contained~~included in Exhibit 5.1).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Immix Biopharma, Inc.
Dated: December 8, 2025	/s/ Ilya Rachman
Dated: March 25, 2026	/s/ Ilya Rachman
	Ilya Rachman, Ph.D., M.D.
	Chief Executive Officer

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