Summary of Significant Accounting Policies |
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| Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies
Basis of Presentation - The accompanying condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31.
The condensed consolidated financial statements and related disclosures as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025 are unaudited, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, these unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2025 and 2024 which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2026, as amended by that Form 10-K/A filed with the SEC on March 27, 2026. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.
Risk and Uncertainties - The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing: advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.
Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a material adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.
The Company has expended, and will continue to expend, substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which may materially and adversely affect its business, financial condition and operations.
Use of Estimates in Financial Statement Presentation - The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company uses significant judgments when making estimates related to the valuation of deferred tax assets and related valuation allowances, accrual and prepayment of research and development expenses, and the valuation of stock-based compensation. Actual results could differ from those estimates.
Principles of Consolidation – The accompanying condensed consolidated financial statements include the accounts of Immix Biopharma, Inc. and the accounts of its 100% owned subsidiaries.
Segment Reporting - The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
Liquidity and Going Concern – These condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company had a net loss of $21.6 million for the six months ended June 30, 2026 and $29.4 million for the year ended December 31, 2025 and an accumulated deficit of $126.1 million as of June 30, 2026, as a result of incurring losses since its inception. Since the initial public offering of its common stock in December 2021, the Company has financed its operations through various equity financings and the receipt of funding from grant awards.
On July 25, 2024, the Company was awarded an $8.0 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 began receiving funds from the grant in November of 2024. During the three months ended June 30, 2026 and 2025, the Company received $0.5 million and $0, respectively, in grant reimbursements under the grant agreement. During the six months ended June 30, 2026 and 2025, the Company received $2.0 million and $1.7 million, respectively, in grant reimbursements under the grant agreement. The CIRM grant reimbursements are accrued as an offset against R&D expenses as reimbursable expenses are incurred. As of June 30, 2026, the Company has received approximately $6.7 million in grant reimbursements under the grant agreement and approximately $1.3 million of remaining awarded funds are expected to be disbursed upon the achievement of certain milestones.
On June 3, 2025, the Company entered into an At The Market Offering Agreement (as amended from time to time, the “Citizens ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”) under which the Company could offer and sell, from time to time at its sole discretion, up to $50 million shares of its common stock. On March 25, 2026, the Company and Citizens entered into Amendment No. 1 Citizens ATM Agreement, pursuant to which, effective March 25, 2026, the value of shares of common stock that the Company may sell through Citizens under the Citizens ATM Agreement was increased from $50 million to $100 million. The issuance and sale of shares, if any, under the Citizens ATM Agreement will be made under the Company’s current effective registration statement on Form S-3 (File No. 333 292665) (the “Registration Statement”), filed with 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, including privately negotiated and block transactions. Under the terms of the Citizens ATM Agreement, the Company will not issue or sell through Citizens 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). Citizens 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 Citizens a commission of three percent (3.0%) of the gross sales proceeds of any sales of common stock through the Citizens under the Citizens ATM Agreement, and also has provided Citizens with customary indemnification and contribution rights. The Company will also reimburse Citizens for certain specified expenses in connection with entering into the Citizens ATM Agreement up to a maximum of $50,000 (refer to Note 6). During the three months ended June 30, 2026, the Company sold shares of common stock, pursuant to the Citizens ATM Agreement, for net proceeds of $13,943,659, after offering expenses, respectively. As of June 30, 2026, the Company has sold an aggregate of shares of common stock pursuant to the Citizens ATM Agreement for net proceeds of $18,353,089, after offering expenses.
On September 5, 2025 and September 11, 2025, the Company entered into Securities Purchase Agreements (the “September 2025 Securities Purchase Agreements”) and Registration Rights Agreements with certain accredited investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers in a private placement transaction (the “Private Placement”) (i) shares of the Company’s common stock, par value $, and (ii) non-transferable warrants to purchase 2,936,709 shares of common stock (the “Warrants”). The combined purchase price per share and Warrant was $. The Private Placement closed on September 5, 2025 and September 11, 2025, and gross proceeds were approximately $9.3 million, before deducting fees and expenses payable by the Company. The non-transferable Warrants are exercisable over a ten-year period from their date of grant, at an exercise price of $ per share, subject to proportional adjustments in the event of stock splits or combinations or similar events. The non-transferable Warrants are not transferable other than to affiliates of the Purchasers, and are exercisable only for cash consideration.
In December 2025, the Company conducted an underwritten public offering (the “2025 Underwritten Offering”) of 19,117,646 shares of its common stock, at a public offering price of $ per share, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of shares of common stock, at public offering price of $ per Pre-Funded Warrant, for net proceeds of approximately $93.7 million, after underwriting discounts and offering expenses.
On May 22, 2026, the Company closed an underwritten public offering (the “2026 Underwritten Offering”) of 16,778,524 shares of its common stock, at a public offering price of $ per share, for net proceeds of approximately $140.7 million, after underwriting discounts and offering expenses.
As of June 30, 2026, the Company had cash, cash equivalents and short-term investments of approximately $232.1 million. The Company also held approximately $2.1 million in long-term U.S. Treasury-related investments. The Company has a history of, and expects to continue to report, negative cash flows from operations and net losses. We believe that our existing cash, cash equivalents, and short-term investments as of June 30, 2026 will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the filing of our Quarterly Report on Form 10-Q.
Concentration of Credit Risk – Periodically, the Company may carry cash and cash equivalents balances at financial institutions in excess of the United States federally insured limit of $250,000, or the Australian insured limit of AUD 250,000. At times, deposits held with financial institutions may exceed the amount of insurance provided. The Company has not experienced losses on these accounts and management believes that the credit risk with regard to these deposits is not significant.
Cash and Cash Equivalents – The Company’s cash equivalents include short-term highly liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value.
Short-term and Long-term Investments – The Company’s investment portfolio primarily includes U.S. Treasury securities classified as available-for-sale and recorded at fair value. Investments with an original maturity of greater than 90 days and less than 365 days at the time of purchase, and that are expected to be realized within one year of the balance sheet date, are classified as short-term investments and included within current assets on the accompanying condensed consolidated balance sheets. Investments not expected to be realized within one year of the balance sheet date are classified as long-term investments and included within non-current assets on the accompanying condensed consolidated balance sheets. The Company periodically evaluates the classification of its investments based on the nature of the securities and management’s expectation regarding the timing of their realization. As of June 30, 2026 and December 31, 2025, the Company held approximately $6.6 million and $6.5 million, respectively, in short-term investments and approximately $2.1 million and $, respectively, in long-term investments. Unrealized gains and losses for both short- and long-term investments were immaterial for all periods presented.
The Company classifies its investments as available-for-sale debt securities in accordance with Accounting Standards Codification (“ASC”) 320, Investments—Debt Securities. These securities are recorded at fair value in the condensed consolidated balance sheets. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive income (loss) until realized.
The Company evaluates its available-for-sale debt securities for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses. For securities in an unrealized loss position, the Company assesses whether the decline in fair value is attributable to credit-related factors. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the entire unrealized loss is recognized in earnings. Otherwise, the credit-related portion of the unrealized loss is recognized through an allowance for credit losses, with the remaining unrealized loss recognized in other comprehensive income. The Company limits its credit exposure by investing primarily in investment-grade securities and by diversifying its investment portfolio.
Interest income, including amortization of premiums and accretion of discounts, is recognized using the effective interest method and included in interest income in the condensed consolidated statements of operations.
Fair Value of Financial Instruments – The carrying value of instruments, including cash and cash equivalents, tax receivable, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments. Short-term and long-term investments, which consist primarily of available-for-sale U.S. Treasury securities, are measured at fair value on a recurring basis.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.
The following fair value hierarchy table presents information about the Company’s assets measured at fair value on a recurring basis:
As of June 30, 2026, the Company had no liabilities required to be measured at fair value on a recurring basis.
As of June 30, 2026 and December 31, 2025, the Company had no liabilities required to be measured at fair value on a recurring basis.
Australian Tax Incentive – IBAPL is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. The Company recognized reductions of $365 for the three months ended June 30, 2026 and no reductions to R&D expense for the three months ended June 30, 2025. The Company recognized reductions to R&D expense of $76,769 and $124 for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company expected no tax receivable related to the expected cash refund from the Australian Taxation Office.
Deferred Offering Costs – The Company has capitalized qualified legal, accounting and other direct costs related to its efforts to raise capital through the sale of its common stock under the Citizens ATM Agreement. Deferred offering costs will be deferred and amortized ratably upon sales under the Citizens ATM Agreement, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the proceeds. If the Company terminates the Citizens ATM Agreement or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of June 30, 2026 and December 31, 2025, $0 and $93,630 of deferred offering costs were capitalized related to the Citizens ATM Agreement, which are included in deferred offering cost in the accompanying condensed consolidated balance sheet.
Stock-Based Compensation – Stock-based compensation expense represents the estimated grant date fair value of the Company’s equity awards, consisting of stock options issued under the Company’s stock option plan and restricted common stock (see Note 6). The fair value of equity awards is recognized over the requisite service period of such awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock options using the Black-Scholes option pricing model on the date of grant and recognizes forfeitures as they occur. For stock awards for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable, or the performance condition has been achieved.
Research and Development Costs – Research and development costs are expensed as incurred. Research and development costs consist primarily of clinical research fees paid to consultants and outside service providers, other expenses relating to design, development and testing of the Company’s therapy candidates, and for license and milestone costs related to in-licensed products and technology. Research and development costs also include grant reimbursements under government contracts. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use.
Clinical trial costs are a component of research and development expenses. The Company estimates expenses incurred for clinical trials that are in process based on services performed under contractual agreements with clinical research organizations and actual clinical investigators. Included in the estimates are (1) the fee per patient enrolled as specified in the clinical trial contract with each institution participating in the clinical trial and (2) progressive data on patient enrollments obtained from participating clinical trial sites and the actual services performed. Changes in clinical trial assumptions, such as the length of time estimated to enroll all patients, rate of screening failures, patient drop-out rates, number and nature of adverse event reports, and the total number of patients enrolled can impact the average and expected cost per patient and the overall cost of the clinical trial. The Company monitors the progress of the trials and their related activities and adjusts expense accruals, when applicable. Adjustments to accruals are charged to expense in the period in which the facts give rise to the adjustments becoming known.
Other Comprehensive Income (Loss) – Other comprehensive income (loss) includes foreign currency translation gains and losses and unrealized gains and losses, net of tax, on available-for-sale securities. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity in the condensed consolidated balance sheets, as accumulated other comprehensive income. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive income (loss) until realized.
Foreign Currency Translation and Transaction Gains (Losses) – The Company maintains its accounting records in U.S. Dollars. The Company’s operating wholly-owned subsidiary, IBAPL, is located in Australia and maintains its accounting records in Australian Dollars, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates. Exchange gains and (losses) are recognized in income and were $(9,271) and $(5,232) for the three months ended June 30, 2026 and 2025, respectively, and $(14,273) and $(16,884) for the six months ended June 30, 2026 and 2025, respectively and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.
Property and Equipment - Included in property and equipment is construction-in-progress which consists of manufacturing space improvements and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.
Estimated useful lives of the Company’s assets are as follows:
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.
Leases - At the inception of a contract the Company determines if the arrangement is, or contains a lease. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term.
The Company has made certain accounting policy elections whereby it (i) does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less) and (ii) separates lease and non-lease elements of its operating leases as separate lease components. As of June 30, 2026 and December 31, 2025, the Company did not have any finance leases.
Patent Costs – Although the Company believes that its patents have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred.
Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs were not significant during the three months ended June 30, 2026 and 2025.
Grant Income – The Company records grant income when both the following conditions are met; all terms and conditions for disbursement milestones have been met and the related co-funding disbursement is probable. Grant income is recorded as an offset to research and development expense.
Emerging Growth Company Status - The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. Based on its evaluation of Section 107 of the JOBS Act, the Company expects to no longer qualify as an EGC on December 31, 2026, which is the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering. As a result, beginning with its Annual Report on Form 10-K for the year ending December 31, 2027, the Company will no longer be permitted to defer the adoption of new or revised accounting standards under the extended transition period available to emerging growth companies.
The Company may take advantage of these exemptions until it is no longer an EGC and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates.
The Company currently expects to continue to qualify as both a Smaller Reporting Company under Rule 12b-2 of the Exchange Act and a Non-Accelerated Filer, based on its annual revenues of less than $100 million and public float of less than $700 million, for the foreseeable future. Accordingly, following the loss of emerging growth company status, the Company expects to remain eligible for certain scaled disclosure and other reporting accommodations available to smaller reporting companies and non-accelerated filers, including reduced executive compensation disclosure requirements and the exemption from the requirement to obtain an auditor attestation report on the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, so long as it continues to satisfy the applicable eligibility criteria.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its consolidated financial statements, although adoption will require expanded disclosures in the notes to its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. For public business entities, this ASU is effective for annual periods beginning after December 15, 2028, including interim periods within those periods, with early adoption permitted. The amendments provide guidance on recognition, measurement, presentation, and disclosures of government grants received. The Company is currently evaluating the impact of this standard on the Company’s financial statements and disclosures.
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