Item 5. Other Information
ITEM
5. OTHER INFORMATION.
Clawback Policy .
On November 6, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive
Based Compensation (the “ Clawback Policy ”), with an effective date of October 2, 2023, in order to comply with the
final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act
of 1934, as amended (“ Rule 10D-1 ”), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “ Final
Clawback Rules ”).
The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in
Rule 10D-1 (“ Covered Officers ”) of the Company in the event that the Company is required to prepare an accounting restatement,
in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged
in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board
of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the
three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
The foregoing summary of the
Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy,
a copy of which is attached hereto as Exhibit 10.2 , to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Officer Option Grants. On
August 14, 2023, the Board of Directors and the Compensation Committee of the Board of Directors of the Company approved the grant of
293,000 options to purchase shares of the Company’s common stock, to each of Ilya Rachman and Gabriel Morris, the Chief Executive
Officer and Chairman, and Chief Financial Officer and Director of the Company, respectively, for services to be rendered as officers of
the Company through August 2027. The options had an exercise price of $1.86 per share, and vest at the rate of 1/48 th of such
options, per month, on each month following the grant date, subject to the applicable officer’s continued service with the Company
on such vesting dates. The options were granted under, and subject to the terms of, the Company’s Amended and Restated 2021 Omnibus
Equity Incentive Plan.
The foregoing summary of the
grants does not purport to be complete and is qualified in its entirety by reference to the full text of the Immix Biopharma, Inc., Form
of Stock Option Grant Notice and Option Agreement (Executive Officers – August 2023), a copy of which is attached hereto as Exhibit
10.3 , to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Unregistered Sales. The information and disclosures
which are set forth above under “ Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ”, under the heading
“Unregistered Sales of Equity Securities”, are incorporated by reference into this “Item 5. Other Information”,
in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K.
31
ITEM
6. EXHIBITS.
Exhibit
No.
Description
1.1+
Sales Agreement, dated July 14, 2023, by and between the Company and ThinkEquity LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2023)(File No.: 001-41159)
4.1
Form of Pre-Funded Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2023)(File No.: 001-41159)
10.1^
Form of Securities Purchase Agreement dated August 21, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2023)(File No.: 001-41159)
10.2*+
Immix Biopharma, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation
10.3*+
Immix Biopharma, Inc., Form of Stock Option Grant Notice and Option Agreement (Executive Officers – August 2023)
10.4*+
Immix Biopharma, Inc., Form of Stock Option Grant Notice and Option Agreement (Directors – August 2023)
10.5*+
Immix Biopharma, Inc., Form of Stock Option Grant Notice and Option Agreement (Effective August 2023 Yekaterina Chudnovsky Grant (16,670))
10.6*+
Immix Biopharma, Inc., Form of Stock Option Grant Notice and Option Agreement (Effective August 2023 Yekaterina Chudnovsky Grant (20,000))
31.1*
Certification
of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification
of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2**
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover
Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2023 is formatted in Inline XBRL and included in the Exhibit 101 Inline XBRL Document Set
*
Filed
herewith.
**
Furnished
herewith.
+
Management
contract or compensatory plan or arrangement.
^
Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of the omitted
schedules will be furnished to the SEC upon request.
32
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 thereunto duly authorized.
IMMIX
BIOPHARMA, INC.
Date:
November 9, 2023
By:
/s/
Ilya Rachman
Ilya
Rachman
Chief
Executive Officer
(Principal
Executive Officer)
Date:
November 9, 2023
By:
/s/
Gabriel Morris
Gabriel
Morris,
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
33