Immix Biopharma, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information On December 16, 2021, our common stock began trading on The Nasdaq Capital Market under the symbol “IMMX.” Prior to that time, there was no public market for our common stock. Use of Proceeds from Initial Public Offering On December 20, 2021, we closed the initial public offering of our common stock pursuant to which we issued and sold 4,200,000 shares of our common stock at a price to the public of $5.00 per share. In addition, on January 5, 2022, we sold an additional 630,000 shares of our common stock pursuant to the underwriter’s option to purchase additional shares to cover over-allotments. All of the shares of common stock issued and sold in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-259591), which was declared effective by the SEC on December 15, 2021. We received net proceeds of approximately $21.6 million, after deducting underwriting discounts and commissions and offering expenses borne by us. None of the expenses incurred by us were direct or indirect payments to any of (i) our directors or officers or their associates, (ii) persons owning 10% or more of our common stock, or (iii) our affiliates. There has been no material change in the planned use of proceeds from our initial as described in our final prospectus filed with the SEC on December 17, 2021 pursuant to Rule 424(b)(4). ThinkEquity acted as sole book-running manager for the offering. The offering commenced on December 10, 2021 and did not terminate before all securities registered in the registration statement were sold. Stockholders As of March 23, 2022, there were 13 stockholders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. Dividend Policy We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. 79 Recent Sales of Unregistered Securities In March and April 2021, we entered into a series of unsecured convertible promissory notes with both related and unrelated parties in the aggregate principal amount of $260,000. Of the $260,000 principal amount, we received $200,000 in cash proceeds and issued $60,000 in notes in exchange for services. On December 20, 2021, we issued an aggregate of 5,633,689 shares of our common stock upon the conversion of $4,763,891 in outstanding convertible notes (including interest accrued thereon). During the year ended December 31, 2021, we granted options to purchase up to 736,500 shares of our common stock to our officers and options to purchase up to 292,500 shares of our common stock to members of our board of directors and our scientific advisors. On December 20, 2021, the Company issued 20,000 shares of common stock to a third party in consideration for services provided to the Company. We deemed the offers, sales and issuances of the securities described above to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, relative to transactions by an issuer not involving a public offering, or Rule 701 of the Securities Act. ITEM 6. [RESERVED]