Note 6 – Stockholders’ Equity

The Company has authorized 200,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share.

Citizens ATM Agreement

On June 3, 2025, the Company and Citizens entered into the Citizens ATM Agreement, which was amended on March 25, 2026, pursuant to which the Company may offer and sell, from time to time, at its option, shares of its common stock, through Citizens, as the sales agent, having an aggregate offering price of up to $100,000,000 in an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. During the six months ended June 30, 2026, the Company sold 1,510,000 shares of common stock pursuant to the Citizens ATM Agreement for net proceeds of $13,943,659, after offering expenses. As of June 30, 2026, the Company has sold an aggregate of 3,207,504 shares of common stock pursuant to the Citizens ATM Agreement for net proceeds of $18,353,089, after offering expenses.

Common Stock Issuance – Public Offerings

On September 5, 2025 and September 11, 2025, the Company entered into the September 2025 Securities Purchase Agreements and Registration Rights Agreements with the Purchasers, pursuant to which the Company sold to the Purchasers in the Private Placement transaction (i) 3,915,604 shares of the Company’s common stock, and (ii) non-transferable Warrants to purchase 2,936,709 shares of common stock. The combined purchase price per share and Warrant was $2.37. 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 ten10-year period from their date of grant, at an exercise price of $2.00 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.

On December 7, 2025, the Company entered into an underwriting agreement (the “2025 Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), relating to the issuance and sale in the 2025 Underwritten Offering of 19,117,646 shares of its common stock, at a public offering price of $5.10 per share, and Pre-Funded Warrants to purchase 490,196 shares of its common stock, at a public offering price of $5.09 per Pre-Funded Warrant, which represented the per share offering price for the shares minus the $0.01 per share exercise price for each Pre-Funded Warrant.

Each Pre-Funded Warrant has an exercise price per share of common stock equal to $0.01 per share. The exercise price and the number of shares of common stock issuable upon exercise of each Pre-Funded 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 was exercisable immediately as of the date of issuance and will remain exercisable until the date the Pre-Funded Warrant is exercised in full. Each Pre-Funded Warrant will be exercisable, in the holder’s discretion, by (i) 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 would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Pre-Funded Warrant. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon at least 61 days’ notice to the Company.

On May 21, 2026, the Company entered into an underwriting agreement (the “2026 Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule I thereto, pursuant to which the Company agreed to issue and sell, in an underwritten offering, an aggregate of 16,778,524 shares of its common stock, at a public offering price of $8.94 per share for net proceeds of approximately $140.7 million, after underwriting discounts and offering expenses. The 2026 Underwriting Agreement contained customary representations, warranties and agreements by the Company, and customary indemnification obligations of the Company, including for liabilities under the Securities Act. The offering closed on May 22, 2026.

Other Common Stock Issuances

During the six months ended June 30, 2026, the Company issued 18,346 shares of restricted common stock, valued at $135,000, for investor relations services based on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on July 25, 2023.

During the six months ended June 30, 2026, the Company issued 27,480 shares of common stock upon the exercise of certain common stock options for cash proceeds of $44,692.

During the six months ended June 30, 2026, the Company issued 221,519 shares of common stock upon the exercise of certain common stock warrants for cash proceeds of $441,202.

During the six months ended June 30, 2026, the Company issued 28,707 shares of common stock upon the cashless exercise of 64,338 common stock warrants.

Restricted Stock Awards

Pursuant to the merger of the Company’s subsidiary, Nexcella, into the Company in May 2024, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, 275,759 restricted stock awards to receive common stock in the Company. The shares were issued on a pro-rata basis and resulted in no change in fair value.

During the six months ended June 30, 2025, the Company recorded stock-based compensation expense of $167,408 related to the total fair value of the previously issued restricted stock awards, which was included in general and administrative expenses. As of December 31, 2025, there were no unvested restricted shares.

Stock Options

In 2016, the Board of Directors of the Company approved the Immix Biopharma, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan initially allowed for the Board of Directors to grant various forms of incentive awards covering up to 417,120 shares of common stock. During the year ended December 31, 2021, the Board of Directors amended the 2016 Plan to increase the aggregate number of shares available for issuance under the 2016 Plan to 1,761,120 shares of common stock. On September 10, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (as amended and restated, the “2021 Plan”) pursuant to which it initially reserved and made available for future issuance under the 2021 Plan (i) 900,000 shares of common stock, plus (ii) the number of shares of common stock reserved, but unissued under the 2016 Plan, and (iii) the number of shares of common stock underlying forfeited awards under the 2016 Plan, provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award (as defined in the 2021 Plan) would not count against such share limit. Subsequent to September 10, 2021, no further awards were issued under the 2016 Plan, but all awards under the 2016 Plan which were outstanding as of September 10, 2021 (including any Grandfathered Arrangement (as defined in the 2021 Plan)) continue to be governed by the terms, conditions and procedures set forth in the 2016 Plan and any applicable award agreement until forfeited, expired or terminated.

On April 24, 2023, the Company’s Board of Directors adopted the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “Amended 2021 Plan”) which, among other things, increased the number of shares of common stock that may be issued under such plan by 1,034,561 shares, subject to stockholder approval. On June 7, 2023, stockholders of the Company approved the Amended 2021 Plan. On April 18, 2024, our Board of Directors approved amendments to the 2021 Plan to (i) increase the number of shares of common stock available for issuance under the 2021 Plan by 3,000,000 to a total share reserve of 4,934,561 and (ii) the adoption of an evergreen provision to the 2021 Plan to provide for an automatic annual increase in the shares of common stock available for issuance under the 2021 Plan over the next ten years (the “2021 Plan Amendments”). Pursuant to the evergreen provision, the number of shares available for issuance under the 2021 Plan automatically increases on January 1st of each year for a period of ten years, commencing on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal to five percent (5%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. On June 11, 2024, stockholders of the Company approved the 2021 Plan Amendments, and the Company amended and restated the Amended 2021 Plan (as so amended, the “2^nd Amended and Restated 2021 Plan”). As of June 30, 2026, there were 3,391,795 shares of the Company’s common stock available for grant under the 2^nd Amended and Restated 2021 Plan.

During the six months ended June 30, 2026, the Compensation Committee of the Board of Directors approved the issuance of options to purchase 87,500 shares of the Company’s common stock to non-employee members of the Board of Directors of the Company and 1,000,000 shares of the Company’s common stock to management of the Company. The options have a term of 10 years, an exercise price of $8.78 per share and vest over periods of 12 to 48 equal monthly installments.

During the six months ended June 30, 2026, the Board of Directors approved the issuance of options to purchase 578,250 shares of the Company’s common stock to employees of the Company with a term of 10 years and exercise prices ranging from $8.07 – $9.30 per share, which options vest in 48 equal monthly installments.

The Company recognized stock-based compensation of $910,640 and $389,702 related to stock options for the three months ended June 30, 2026 and 2025, respectively, and $1,418,705 and $824,404 related to stock options for the six months ended June 30, 2026 and 2025, respectively, which is included in general and administrative expenses.

As of June 30, 2026, the Company had unrecognized stock-based compensation expense of $13,333,458 related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 3.49 years.

The following table reflects the weighted average assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2026:

 Schedule of Stock Option Valuation Assumption

The following table summarizes the stock option activity for the six months ended June 30, 2026:

 Schedule of Stock Option Activity

The following table discloses information regarding outstanding and exercisable options at June 30, 2026:

 Schedule of Stock Outstanding and Exercisable

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of June 30, 2026, the aggregate intrinsic value for the options vested and outstanding and expected to vest was $44,727,130.

Stock Warrants

The following table summarizes the stock warrant activity for the six months ended June 30, 2026:

 Schedule of Stock Warrant Activity

The following table discloses information regarding outstanding and exercisable warrants at June 30, 2026:

 Schedule of Stock Outstanding and Exercisable

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock warrant and the fair value of the Company’s common stock for stock warrants that were in-the-money at period end. As of June 30, 2026, the intrinsic value for the warrants vested and outstanding was $48,062,072.