What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-27 · 46 added, 38 removed, 111 unchanged (43% of the section changed)

16 unchanged sentences

Based on the evaluation of our disclosure controls and procedures as of December

31, 2022, our management, with the participation of our principal executive officer and

principal financial officer has concluded that, based

on such evaluation, as of the end of the period covered by this Annual Report on Form 10-K ,

our disclosure controls and procedures were not effective due to the material weakness described below.

our management, including our principal executive officer and principal financial officer, has concluded that, notwithstanding the identified

material weakness in our internal control over financial reporting, the financial statements in this Annual Report on Form 10-K fairly

present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity

31, 2023, our management, with the participation of our principal executive officer and principal financial officer has concluded that,

based on such evaluation, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures

were not effective due to the material weakness described below.

However, our management, including our principal executive officer and

principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial

reporting, the financial statements in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition,

results of operations and cash flows for the periods presented in conformity with U.S.

Weakness in Internal Controls Over Financial Reporting

12 unchanged sentences

Plan to Remediate the Material Weakness

the oversight of senior management, we implemented remediation steps in 2021 including addition of accounting consultants and continue

to evaluate and implement procedures that will strengthen our internal controls.

We believe these measures will remediate the material

weakness identified and strengthen our internal control over financial reporting.

We are committed to continuing to improve our

internal control processes and will continue to diligently review our financial reporting controls and procedures.

the oversight of senior management, we have implemented remediation steps in 2024, including addition of employees and consultants

and continue to evaluate and implement procedures that will strengthen our internal controls.

We believe these measures will

remediate the material weakness identified and strengthen our internal control over financial reporting.

We are committed to

continuing to improve our internal control processes and will continue to diligently review our financial reporting controls and

Annual Report on Internal Control Over Financial Reporting and Auditor Attestation

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

due to a transition period established by the rules of the SEC for new public companies.

In addition, this Annual Report on Form 10-K

does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

reporting as an attestation is not required pursuant to the exemption provided to issuers that are not “large accelerated filers”

nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule

13a-15(f) under the Exchange Act.

Our management has assessed the effectiveness of our internal controls over financial reporting as

of December 31, 2023 based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 Framework) (“COSO”).

Our internal control system was designed to provide reasonable

assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively

low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in

the normal course of their work.

Our management assessed the effectiveness of our internal control over financial reporting as of December

31, 2023, and based on that evaluation, management concluded that our internal control over financial reporting was not effective as

of December 31, 2023.

We determined that we had a material weakness because, due to our small size, and our limited number of personnel,

we did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing

and review, to allow for a detailed review of accounting transactions that would identify errors in a timely manner.

report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities

and Exchange Commission that permit us to provide only management’s report in this Annual Report.

in Internal Control Over Financial Reporting

19 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this report:

The following documents are filed as part of this report:

Financial Statements:

to Consolidated Financial Statements:

12 unchanged sentences

Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 28, 2021)

Description of the Registrant’s Securities

Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2023)

Form of Senior Indenture (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed with the SEC on January 3, 2023)

17 unchanged sentences

to Immix Biopharma, Inc.

on December 21, 2022

on December 21, 2022 (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2023.

2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

1 unchanged sentence

Consent of KMJ Corbin & Company LLP, independent registered public accounting firm

Power of Attorney (included on signature page hereto)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

Immix Biopharma, Inc.

Executive Clawback Policy (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023)

XBRL Instance Document

6 unchanged sentences

31, 2023 is formatted in Inline XBRL

Filed herewith.

** Furnished herewith.

Management contract or compensatory plan or arrangement.

Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions

with an asterisk because the Company customarily and actually treats such information as private

or confidential and such omitted information is not material.

contract or compensatory plan or arrangement.

to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were

omitted by means of marking such portions with an asterisk because the Company customarily

and actually treats such information as private or confidential and such omitted information

is not material.

FORM 10-K SUMMARY

1 unchanged sentence

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 29 th day of March, 2024.

BIOPHARMA, INC.

Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ilya Rachman as his or

her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all

amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith,

with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and

every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could

do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause

to be done by virtue hereof.

Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on

5 unchanged sentences

Magda Marquet

Yekaterina Chudnovsky

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures