UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On 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.
Under the terms of the Sales Agreement, as amended by Amendment No. 1, the Company will not issue or sell through the Sales Agent such number or dollar amount of Shares that would exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement and as reflected on the prospectus supplement pursuant to which the offering is being made, exceed the number of authorized but unissued shares of Common Stock, or exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable). The Sales Agent 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 the Sales Agent a commission of three percent (3.0%) of the gross sales proceeds of any Common Stock sold through the Sales Agent under the Sales Agreement, and also has provided the Sales Agent with customary indemnification and contribution rights. The Company will also reimburse the Sales Agent for certain specified expenses in connection with entering into the Sales Agreement up to a maximum of $50,000.
The foregoing description of the Sales Agreement, including Amendment No. 1 thereto, does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement and Amendment No. 1, copies of which are filed herewith as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
Blank Rome LLP, counsel to the Company, has issued a legal opinion relating to the validity of the Shares. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to 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 under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 5.1 | Opinion of Blank Rome LLP | |
| 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) | |
| 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 Blank Rome LLP (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: March 25, 2026 | /s/ Ilya Rachman |
| Ilya Rachman, Ph.D., M.D. | |
| Chief Executive Officer |
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Exhibit 5.1

1271 Avenue of the Americas | New York, New York 10020 Blankrome.com
March 25, 2026
Immix Biopharma, Inc.
11400 West Olympic Blvd., Suite 200
Los Angeles, California 90064
Re: Immix Biopharma, Inc. – Securities Registered Under the Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Immix Biopharma, Inc., a Delaware corporation (the “Company”), in connection with the offering by the Company of shares of its common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Shares”) pursuant to the Registration Statement on Form S-3 (File No. 333-292665) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included in the Registration Statement (the “Base Prospectus”) and the prospectus supplement dated March 25, 2026, filed with the Commission pursuant to Rule 424(b)(5) promulgated under the Securities Act (together with the Base Prospectus, the “Prospectus”). The Shares are to be sold (if any) by the Company under that certain At The Market Offering Agreement, dated June 3, 2025, as amended, entered into by and between the Company and Citizens JMP Securities, LLC (the “Sales Agreement”), as described in the Prospectus.
In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Prospectus, (iii) the Sales Agreement, (iv) resolutions adopted by the Board of Directors of the Company (the “Board”), (v) the Third Amended and Restated Certificate of Incorporation of the Company, (vi) the Amended and Restated Bylaws of the Company, and (vii) such other corporate records, agreements, certificates, including, but not limited to, certificates or comparable documents of public officials and of officers and representatives of the Company, statutes and other instruments and documents as we considered relevant and necessary as a basis for the opinions hereinafter expressed.
In rendering this opinion, we have assumed, without inquiry, (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies; (iii) the legal capacity of all natural persons and the genuineness of all signatures on the Registration Statement and all documents submitted to us; and (iv) that the books and records of the Company are maintained in accordance with proper corporate procedures.

March 25, 2026
Page 2
In connection with the Shares, we have assumed (i) that each sale of Shares will be duly authorized by the Board, a duly authorized committee thereof or a person or body pursuant to an authorization granted in accordance with Section 152 of the Delaware General Corporation Law (the “DGCL”), (ii) that the price at which the Shares are sold will equal or exceed the par value of the Common Stock, and (iii) at the time of issuance of any Shares, there shall be a sufficient number of duly authorized and unissued shares of Common Stock to accommodate the issuance of the Shares. We express no opinion to the extent that future issuances of securities of the Company, anti-dilution adjustments to outstanding securities of the Company and/or other matters cause the number of shares of the Common Stock available for issuance under the Sales Agreement to exceed the number of shares of the Common Stock available for issuance by the Company.
Our opinion herein is expressed solely with respect to the DGCL. Our opinion is based on these laws as in effect on the date hereof. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
Based on the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, we are of the opinion that when the Shares have been issued and paid for in accordance with the terms and conditions of the Sales Agreement and as provided in the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit in the Current Report on Form 8-K to be filed with the Commission for incorporation by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guaranty nor may one be inferred or implied. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
| Very truly yours, | |
| /s/ Blank Rome LLP | |
| BLANK ROME LLP |
Exhibit 10.2
March 25, 2026
Immix Biopharma, Inc.
11400 West Olympic Blvd., Suite 200
Los Angeles, CA 90064
Attention: Ilya Rachman, Chief Executive Officer and Chief Scientific Officer
Dear Mr. Rachman:
Reference is made to the At The Market Offering Agreement, dated as of June 3, 2025 (the “ATM Agreement”), between Immix Biopharma, Inc., a corporation organized under the laws of Delaware (the “Company”) and Citizens JMP Securities, LLC (the “Manager”). This letter (the “Amendment”) constitutes an agreement between the Company and the Manager to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.
1. The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.
2. The subtitle on the first page of the ATM Agreement stating “Up to $50,000,000 Shares of Common Stock” is hereby deleted in its entirety and shall have no further force or effect. All references in the ATM Agreement shall be read without giving effect to such subtitle.
3. The definition of “Registration Statement” is hereby amended and restated as follows:
““Registration Statement” shall mean the shelf registration statement (File Number 333-292665) on Form S-3, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended.”
4. Section 2 of the ATM Agreement is hereby amended and restated as follows:
“The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), that does not exceed (a) the number or dollar amount of shares of Common Stock registered on the Registration Statement and as reflected on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of shares of Common Stock that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if applicable, General Instruction I.B.6 of Registration Statement on Form S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.”
5. Section 4(h) of the ATM Agreement is hereby amended and restated as follows:
“(h) Subsequent Equity Issuances. The Company shall not (i) deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such one (1 Trading Day) for at least one (1) Trading Day prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time, and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.”
6. Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein.
7. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[remainder of page intentionally left blank]
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In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and the Manager, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.
| Very truly yours, | ||
| CITIZENS JMP SECURITIES, LLC | ||
| By | /s/ Jim Alfaro | |
| Name: | Jim Alfaro | |
| Title: | Managing Director | |
| Accepted and Agreed: | ||
| Immix Biopharma, Inc. | ||
By: |
/s/ Ilya Rachman | |
| Name: | Ilya Rachman | |
| Title: | Chief Executive Officer and Chief Scientific Officer | |
[signature page to IMMX Amendment to
atm agreement]
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