Immix Biopharma, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA IMMIX BIOPHARMA, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022: Report of Independent Registered Public Accounting Firm (PCAOB ID: 170 ) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 F-4 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-6 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Immix Biopharma, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Immix Biopharma, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. KMJ Corbin & Company LLP We have served as the Company’s auditor since 2021. Irvine, California March 29, 2024 F- 2 Immix Biopharma, Inc. Consolidated Balance Sheets December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 17,509,791 $ 13,436,714 Tax receivable 1,172,183 255,705 Prepaid expenses and other current assets 1,105,776 1,205,398 Total current assets 19,787,750 14,897,817 Deferred offering costs 87,229 6,724 Equipment, net 50,181 3,560 Total assets $ 19,925,160 $ 14,908,101 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 3,721,783 $ 1,273,296 Total current liabilities 3,721,783 1,273,296 Funds held for subsidiary private offering - 475,000 Total liabilities 3,721,783 1,748,296 Commitments and contingencies - - Stockholders’ equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding - - Common stock, $ 0.0001 par value; 200,000,000 shares authorized; 19,994,719 shares issued and 19,922,356 shares outstanding at December 31, 2023, and 13,964,485 shares issued and 13,892,122 shares outstanding at December 31, 2022 2,000 1,397 Additional paid-in capital 69,779,706 51,156,597 Accumulated other comprehensive income 134,666 87,021 Accumulated deficit ( 53,411,295 ) ( 37,985,247 ) Treasury stock at cost, 72,363 shares as of December 31, 2023 and 2022 ( 99,963 ) ( 99,963 ) Total Immix Biopharma, Inc. stockholders’ equity 16,405,114 13,159,805 Non-controlling interests ( 201,737 ) - Total stockholders’ equity 16,203,377 13,159,805 Total liabilities and stockholders’ equity $ 19,925,160 $ 14,908,101 See accompanying notes to the consolidated financial statements. F- 3 Immix Biopharma, Inc. Consolidated Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2023 2022 Operating expenses: General and administrative expenses $ 7,406,082 $ 4,023,170 Research and development 8,735,031 4,195,778 Total operating expenses 16,141,113 8,218,948 Loss from operations ( 16,141,113 ) ( 8,218,948 ) Other income (expense): Interest income 572,006 - Interest expense - ( 497 ) Total other income (expense), net 572,006 ( 497 ) Loss before provision for income taxes ( 15,569,107 ) ( 8,219,445 ) Provision for income taxes 26,415 10,268 Net loss ( 15,595,522 ) ( 8,229,713 ) Net loss attributable to non-controlling interests 169,474 - Net loss attributable to Immix Biopharma, Inc. common stockholders ( 15,426,048 ) ( 8,229,713 ) Other comprehensive income (loss): Foreign currency translation 47,645 ( 38,387 ) Total other comprehensive income (loss) 47,645 ( 38,387 ) Comprehensive loss ( 15,378,403 ) ( 8,268,100 ) Less: comprehensive loss attributable to non-controlling interests - - Comprehensive loss attributable to Immix Biopharma, Inc. common stockholders $ ( 15,378,403 ) $ ( 8,268,100 ) Loss per common share - basic and diluted $ ( 0.89 ) $ ( 0.59 ) Weighted average shares outstanding – basic and diluted 17,341,146 13,887,309 See accompanying notes to the consolidated financial statements. F- 4 Immix Biopharma, Inc. Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2023 and 2022 Stockholders of Immix Biopharma, Inc. Common Additional Accumulated Other Treasury Non- Total Common Stock Paid-in Comprehensive Accumulated Treasury Stock Controlling Stockholders’ Shares Amount Capital Income Deficit Shares Amount Interests Equity Balance December 31, 2021 13,228,689 $ 1,323 $ 47,618,852 $ 125,408 $ ( 29,755,534 ) - $ - $ - $ 17,990,049 Shares issued for cash proceeds, net of offering costs 630,000 63 2,913,687 - - - - - 2,913,750 Shares issued for cashless exercise of stock options 62,532 6 ( 6 ) - - - - - - Shares issued for services 43,264 5 99,995 - - - - - 100,000 Repurchase of common shares - - - - - ( 72,363 ) ( 99,963 ) - ( 99,963 ) Stock-based compensation - - 524,069 - - - - - 524,069 Net loss - - - - ( 8,229,713 ) - - - ( 8,229,713 ) Foreign currency translation adjustment - - - ( 38,387 ) - - - - ( 38,387 ) Balance December 31, 2022 13,964,485 1,397 51,156,597 87,021 ( 37,985,247 ) ( 72,363 ) ( 99,963 ) - 13,159,805 Balance 13,964,485 1,397 51,156,597 87,021 ( 37,985,247 ) ( 72,363 ) ( 99,963 ) - 13,159,805 Shares issued under ATM facilities for cash proceeds, net of offering costs 2,523,702 252 5,438,718 - - - - - 5,438,970 Shares and warrants issued under private placement for cash proceeds, net of offering costs 3,241,076 324 9,933,829 - - - - - 9,934,153 Shares issued for exercise of stock options 1,351 - 2,618 - - - - - 2,618 Nexcella shares issued for cash proceeds - - 650,000 - - - - - 650,000 Shares issued for services 264,105 27 622,396 - - - - - 622,423 Stock-based compensation - - 1,943,285 - - - - - 1,943,285 Non-controlling interests in subsidiary - - 32,263 - - - - ( 32,263 ) - Net loss - - - - ( 15,426,048 ) - - ( 169,474 ) ( 15,595,522 ) Foreign currency translation adjustment - - - 47,645 - - - - 47,645 Balance December 31, 2023 19,994,719 $ 2,000 $ 69,779,706 $ 134,666 $ ( 53,411,295 ) ( 72,363 ) $ ( 99,963 ) $ ( 201,737 ) $ 16,203,377 Balance 19,994,719 $ 2,000 $ 69,779,706 $ 134,666 $ ( 53,411,295 ) $ ( 72,363 ) $ ( 99,963 ) $ ( 201,737 ) $ 16,203,377 See accompanying notes to the consolidated financial statements. F- 5 Immix Biopharma, Inc. Consolidated Statements of Cash Flows 2023 2022 For the Years Ended December 31, 2023 2022 Operating Activities: Net loss $ ( 15,595,522 ) $ ( 8,229,713 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 2,565,708 624,069 Depreciation 5,468 2,135 Changes in operating assets and liabilities: Tax receivable ( 893,401 ) ( 236,384 ) Prepaid expenses and other current assets 111,842 ( 691,047 ) Accounts payable and accrued expenses 2,434,467 1,131,736 Accrued interest - ( 9,099 ) Net cash used in operating activities ( 11,371,438 ) ( 7,408,303 ) Investing Activities: Purchase of equipment ( 52,089 ) - Net cash used in investing activities ( 52,089 ) - Financing Activities: Payments of deferred offering costs ( 234,616 ) ( 6,724 ) Proceeds from exercise of stock options 2,618 - Payments on note payable - ( 50,000 ) Proceeds from sale of common stock, net of offering costs 15,520,510 2,913,750 Proceeds from sale of Nexcella common stock 175,000 475,000 Repurchase of common stock - ( 99,963 ) Net cash provided by financing activities 15,463,512 3,232,063 Effect of foreign currency on cash 33,092 ( 31,524 ) Net change in cash and cash equivalents 4,073,077 ( 4,207,764 ) Cash and cash equivalents - beginning of year 13,436,714 17,644,478 Cash and cash equivalents - end of year $ 17,509,791 $ 13,436,714 Supplemental Disclosures of Cash Flow Information: Interest paid $ - $ 9,596 Income taxes paid $ - $ - Supplemental Disclosures of Noncash Financing Information: Nexcella shares issued for funds previously received $ 475,000 $ - Deferred offering costs charged against proceeds from sale of common stock $ 147,387 $ - Cashless exercise of stock options $ - $ 6 See accompanying notes to the consolidated financial statements. F- 6 Immix Biopharma, Inc. Notes to the Consolidated Financial Statements Note 1 – Nature of Business Immix Biopharma, Inc. (the “Company”) is a clinical-stage biopharmaceutical pharmaceutical company organized as a Delaware corporation on January 7, 2014 which is focused on developing a novel class of Tissue-Specific Therapeutics in oncology and immune-dysregulated diseases. In August 2016, the Company established a wholly-owned Australian subsidiary, Immix Biopharma Australia Pty Ltd. (“IBAPL”), in order to conduct various preclinical and clinical activities for its development candidates. In November 2022, the Company established a majority-owned subsidiary, Nexcella, Inc. (“Nexcella”), its cell therapy division. Note 2 – Summary of Significant Accounting Policies The accompanying 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. 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. F- 7 Use of Estimates in Financial Statement Presentation - The preparation of these 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 judgements when making estimates related to the valuation of deferred tax assets and related valuation allowances, accrual and prepayment of research and development expenses, and stock-based compensation. Actual results could differ from those estimates. Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Immix Biopharma, Inc., the accounts of its 100 % owned subsidiary, IBAPL, and the accounts of its majority owned subsidiary, Nexcella. All intercompany transactions and balances have been eliminated in consolidation. For consolidated entities where the Company owns less than 100 % of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. Liquidity and Going Concern - These 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 continuation of the Company as a going concern is dependent upon the ability of the Company to obtain financing to continue operations. In December 2021, the Company received $ 18,648,934 in net proceeds from the initial public offering (“IPO”) of its common stock. In January 2022, the Company raised additional net proceeds of $ 2,913,750 from the exercise of the underwriter’s over-allotment option in connection with the Company’s IPO. On March 22, 2023, the Company entered into an ATM Sales Agreement (the “March Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which the Company, issued and sold through the Sales Agent, approximately $ 5 million of shares of the Company’s common stock in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “March ATM Facility”) (see Note 6). As of June 15, 2023, the Company completed the equity raise pursuant to the March Sales Agreement and received net proceeds of $ 4,685,576 under the March ATM Facility. On July 14, 2023, the Company entered into an additional ATM Sales Agreement (the “July Sales Agreement”) with the Sales Agent, pursuant to which the Company, may, from time to time, issue and sell through the Sales Agent shares of the Company’s common stock in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “July ATM Facility”) (see Note 6). Initially, the Company is eligible to sell up to $ 4,200,000 worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock eligible for sale under the July Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $ 75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $ 75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the July Sales Agreement. In August 2023, the Company sold (i) 3,241,076 shares of the Company’s common stock, par value $ 0.0001 , and (ii) Pre-Funded warrants to purchase 1,913,661 shares of common stock (the “Pre-Funded Warrants”). The Company received gross proceeds of $ 10 million from the private placement and net proceeds of approximately $ 9.93 million, after deducting fees and expenses paid by the Company (the “August 2023 Private Placement”) (see Note 6). From July 14, 2023 through February 5, 2024, the Company has sold 328,136 common shares pursuant to the July ATM Facility for net proceeds of $ 1,091,887 , after offering expenses. On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated July 14, 2023, relating to the July Sales Agreement by and between the Company and ThinkEquity LLC. The Company will not make any sales of common stock pursuant to the July Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect. In February 2024, the Company conducted an underwritten public offering of 5,535,055 shares of its common stock at the public offering price of $ 2.71 per share, for the net proceeds of $ 13,566,697 , after underwriter discounts and offering expenses (the “Offering”). Pursuant to the underwriting agreement, the Company granted the underwriter a 30-day over-allotment option to purchase up to an additional 783,970 shares of the Company’s common stock, which was exercised in full on March 1, 2024 for net proceeds of $ 1,954,594 , after underwriting discounts and offering expenses (see Note 10). F- 8 The Company has a history of, and expects to continue to report, negative cash flows from operations and a net loss. While the Company’s estimates of its operating expenses and working capital requirements could be incorrect and the Company may use its cash resources faster than it anticipates, management believes that its cash and cash equivalents on hand at December 31, 2023, and funds raised from the July ATM Facility and the Offering (see Note 10), will be sufficient to meet the Company’s working capital requirements through at least March 29, 2025. Concentration of Credit Risk - Periodically, the Company may carry cash and cash equivalents balances at financial institutions in excess of the 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. Equipment – Equipment is recorded at cost and depreciated over its estimated useful lives using the straight-line depreciation method as follows: Schedule of Property and Equipment Estimated Useful Lives Computer equipment 3 years Machinery and equipment 5 years Furniture and office equipment 7 years Repairs and maintenance costs are expensed as incurred. Impairment of Long-lived Assets – The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair Value of Financial Instruments – The carrying value of short-term 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. 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. F- 9 The following fair value hierarchy table presents information about the Company’s asset measured at fair value on a recurring basis: Schedule of Asset Measured at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Assets: Cash equivalents (money market funds) $ 16,113,006 $ - $ - As of December 31, 2023, the Company had no liabilities required to be measured at fair value on a recurring basis. As of December 31, 2022, the Company had no assets or liabilities required to be measured at fair value on a recurring basis. Income Taxes – The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. 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 to R&D expense of $ 1,064,745 and $ 236,376 for the years ended December 31, 2023 and 2022, respectively. 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 July ATM Facility. Deferred offering costs will be deferred and amortized ratably upon sales under the July ATM Facility, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the July ATM proceeds. If the Company terminates the July ATM Facility or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2023, $ 87,229 of deferred offering costs were capitalized related to the July ATM Facility. 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. 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 years ended December 31, 2023 and 2022. F- 10 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. 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 become known. Other Comprehensive Income (Loss) – Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity in the consolidated balance sheets, as accumulated other comprehensive income. Foreign Currency Translation and Transaction Gains (Losses) – The Company, and its majority-owned subsidiary Nexcella, maintain their 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 rate 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 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 $ ( 992 ) and $ 2,245 for the years ended December 31, 2023 and 2022, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Loss Per Common Share - Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Basic weighted average shares outstanding for the year ended December 31, 2023 include 1,913,661 shares underlying Pre-Funded warrants to purchase common shares. As the shares underlying these Pre-Funded warrants can be issued for little consideration (an exercise price per share equal to $ 0.0001 per share), these shares are deemed to be issued for purposes of basic loss per common share. As of December 31, 2023 and 2022, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included stock options and warrants for 2,910,061 and 2,168,742 common shares, respectively. 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. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act 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 may take advantage of these exemptions up until it is no longer an EGC. F- 11 Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Recent Accounting Pronouncements – In November 2023, the FASB issued ASU 2023-07 , Segment Reporting ( Topic 280 ) : Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures. In December 2023, the FASB issued ASU 2023-09 , Income Taxes ( Topic 740 ) : Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. Note 3 – Agreements with Nexcella Subsidiary Founders Agreement Effective December 8, 2022, the Company entered into a Founders Agreement with Nexcella (the “Nexcella Founders Agreement”). The Nexcella Founders Agreement provides that prior to a Qualified IPO (as defined in Nexcella’s Amended and Restated Certificate of Incorporation, as amended (the “Nexcella COI”)) or Qualified Change in Control (as defined in the Nexcella COI), the Company shall provide funds to Nexcella as requested by Nexcella, in good faith, to be evidenced by a senior unsecured promissory note. In exchange for the time and capital expended in the formation of Nexcella and the identification of specific assets, the acquisition of which benefit Nexcella, on December 21, 2022, the Company loaned Nexcella approximately $ 2.1 million, evidenced by a senior unsecured promissory note, representing the up-front fee required to acquire Nexcella’s license agreement with Hadasit Medica Research Services & Development, Ltd. (“HADASIT”) and BIRAD Research and Development Company Ltd. (“BIRAD”), and for use as working capital for its research and development activities. The note, which matures on January 31, 2030 , accrues interest at a rate of 7.875 % per annum and is convertible into shares of common stock of Nexcella at a conversion price of $ 2.00 per share, subject to adjustment; provided, however, that such note shall automatically convert into shares of Nexcella common stock immediately prior to certain conversion triggers set forth in the note. Nexcella may not prepay the note without the Company’s prior written consent. The Nexcella Founders Agreement has a term of 15 years, which, upon expiration, automatically renews for successive one-year periods unless terminated by the Company upon notice at least six months prior to the end of the term or upon the occurrence of a Change of Control (as defined in the Nexcella Founders Agreement). In connection with the Nexcella Founders Agreement, the Company was issued 250,000 shares of Nexcella’s Class A Preferred Stock, 1,000,000 shares of Nexcella’s Class A Common Stock, and 5,000,000 shares of Nexcella’s common stock. The Class A Preferred Stock is identical to the common stock other than as to conversion rights, the PIK Dividend right (as defined below) and voting rights. Each share of Class A Preferred Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. As a holder of Nexcella’s Class A Preferred Stock, the Company will receive on each March 13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock is converted into Nexcella’s common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Nexcella common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to 2.5 % of Nexcella’s fully-diluted outstanding capitalization on the date that is one business day prior to any PIK Dividend Payment Date. In addition, as a holder of Class A Preferred Stock, the Company will be entitled to cast for each share of Class A Preferred Stock held as of the record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella, the number of votes that is equal to 1.1 times a fraction, the numerator of which is the sum of (A) the shares of outstanding Nexcella common stock and (B) the whole shares of Nexcella common stock into which the shares of outstanding Nexcella Class A Common Stock and the Class A Preferred Stock are convertible and the denominator of which is the number of shares of outstanding Nexcella Class A Preferred Stock. Each share of Class A Common Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. In addition, upon a Qualified IPO (as defined in the Nexcella COI) or Qualified Change in Control (as defined in the Nexcella COI), each share of Class A Common Stock will automatically convert into one fully paid and nonassessable share of Nexcella’s common stock; provided however, if at that time, the Class A Common Stock is not then convertible into a number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of: (a) in the case of a Qualified IPO, at least $5,000,000 based on the initial offering price in such initial public offering, or (b) in the case of a Qualified Change in Control, at least $5,000,000 in cash or at least $5,000,000 of equity based on the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control, the Class A Common Stock will automatically convert into such number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of $5,000,000 based on the initial offering price in such initial public offering or the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control (or if such Qualified Change of Control results in the Class A Shares being exchanged solely for cash, then $5,000,000 in cash) . The Company is entitled to cast such number of votes equal to the number of whole shares of Nexcella common stock into which the Company’s Class A Common Stock is convertible as of the record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella. F- 12 In addition to the foregoing, the Company is entitled to one vote for each share of Nexcella common stock held by it. Except as provided by law or by the Nexcella COI, holders of Nexcella Class A Common Stock and Class A Preferred Stock shall vote together with the holders of Nexcella common stock, as a single class. As additional consideration under the Nexcella Founders Agreement, Nexcella will also: (i) pay an equity fee in shares of common stock, payable within five business days of the closing of any equity or debt financing for Nexcella or any of its respective subsidiaries that occurs after the effective date of the Nexcella Founders Agreement and ending on the date when the Company no longer has majority voting control in Nexcella’s voting equity, equal to 2.5% of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to 4.5% of Nexcella’s annual Net Sales (as defined in the Nexcella Founders Agreement), payable on an annual basis, within 90 days of the end of each calendar year. In the event of a Change of Control, Nexcella will pay a one-time change in control fee equal to five times the product of (A) Net Sales for the 12 months immediately preceding the Change of Control and (B) 4.5% . Management Services Agreement Effective as of December 8, 2022, the Company entered into a Management Services Agreement (the “Nexcella MSA”) with Nexcella. Pursuant to the terms of the Nexcella MSA, the Company will render management, advisory and consulting services to Nexcella. Services provided under the Nexcella MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Nexcella’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Nexcella with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). At the request of the Company, Nexcella will utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by the Company, provided those services are offered at market prices. In consideration for the Services, Nexcella will pay the Company an annual base management and consulting fee of $ 500,000 (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year; provided, however, that such Annual Consulting Fee will be increased to $ 1.0 million for each calendar year in which Nexcella has Net Assets (as defined in the Nexcella MSA) in excess of $ 100 million at the beginning of the calendar year. Notwithstanding the foregoing, the first Annual Consulting Fee payment is not due until first business day of the calendar quarter immediately following the completion of the first equity financing for Nexcella that is in excess of $ 10 million in gross proceeds, which hasn’t yet occurred. The first payment will include all amounts in arrears from the effective date of the Nexcella MSA through such payment as well as the amounts in advance for such first quarterly payment. Actual and direct out-of-pocket expenses reasonably incurred by the Company in performing the Services are required to be reimbursed to the Company by Nexcella. The Nexcella MSA continues for a period of five years from the effective date thereof and shall be automatically extended for additional five year periods unless the Company and Nexcella provide written notice to not extend the term at least 90 days prior to the end of the term, unless the Nexcella MSA is terminated earlier by mutual agreement of the Company and Nexcella. Note 4 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following as of December 31, 2023 and 2022: Schedule of Prepaid Expenses and Other Current Assets December 31, 2023 December 31, 2022 Prepaid research and development expenses $ 412,773 $ 792,130 Prepaid insurance expense 263,927 323,296 Prepaid investor relations expense 384,494 11,905 Other current assets 44,582 78,067 Total prepaid expenses and other current assets $ 1,105,776 $ 1,205,398 F- 13 Note 5 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following as of December 31, 2023 and 2022: Schedule of Accounts Payable and Accrued Expenses December 31, 2023 December 31, 2022 Accounts payable $ 1,433,022 $ 143,074 Accrued research and development expenses 1,571,261 57,500 Accrued professional services 38,639 81,691 Accrued compensation and related expenses 577,854 552,835 Other accrued expenses 101,007 438,196 Total accounts payable and accrued expenses $ 3,721,783 $ 1,273,296 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. March ATM Sales Agreement On March 22, 2023, the Company entered into the March Sales Agreement with the Sales Agent pursuant to which the Company could offer and sell, from time to time, through the Sales Agent, shares (the “March Shares”) of the Company’s common stock, par value $ 0.0001 per share, having an aggregate offering price of up to $ 5,000,000 , subject to the terms and conditions set forth in the March Sales Agreement. The March Shares were offered and sold pursuant to the Company’s prospectus supplement, dated March 22, 2023, filed by the Company with the SEC on March 22, 2023, including the accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3 (File No. 333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023. The aggregate market value of March Shares eligible for sale under the Sales Agreement was subject to the limitations of General Instruction I.B.6 of Form S-3. Under the March Sales Agreement, the Sales Agent sold the March Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company could instruct the Sales Agent not to sell any March Shares if the sales could not be effected at or above the price designated by the Company from time to time. The Company paid the Sales Agent a fixed commission rate of 3.75 % of the aggregate gross proceeds from the sale of the March Shares pursuant to the March Sales Agreement. In addition, the Company paid an expense deposit of $ 15,000 to the Sales Agent, which was applied against the actual out-of-pocket accountable expenses that were paid by the Company to the Sales Agent in connection with the offering. The Company reimbursed the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales Agent’s legal counsel up to $ 50,000 and reimbursed the Sales Agent, upon request, for such costs, fees and expenses in an amount not to exceed $ 7,500 on a quarterly basis for the first three fiscal quarters of each year and $ 10,000 for the fiscal fourth quarter of each year. Furthermore, the Company provided indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act. During the year ended December 31, 2023, the Company sold 2,263,868 March Shares pursuant to the March ATM Facility for net cash proceeds of $ 4,811,393 , after deducting commissions. In addition, the Company amortized $ 125,817 of deferred offering costs for fees paid related to the March ATM Facility. F- 14 July ATM Sales Agreement On July 14, 2023, the Company entered into the July Sales Agreement with the Sales Agent pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares (the “July Shares”) of the Company’s common stock, par value $ 0.0001 per share, subject to the terms and conditions set forth in the Sales Agreement. Initially, the Company is eligible to sell up to $ 4,200,000 worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock eligible for sale under the July Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $ 75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $ 75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the July Sales Agreement. The July Shares will be offered and sold pursuant to the Company’s prospectus supplement, dated July 14, 2023, filed by the Company with the SEC on July 14, 2023, including the accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3 (File No. 333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023. Under the July Sales Agreement, the Sales Agent may sell the July Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company may instruct the Sales Agent not to sell any July Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company will pay the Sales Agent a fixed commission rate of 3.75 % of the aggregate gross proceeds from the sale of the July Shares pursuant to the Sales Agreement. The Company has paid an expense deposit of $ 15,000 to the Sales Agent, which will be applied against the actual out-of-pocket accountable expenses that will be paid by the Company to the Sales Agent in connection with the offering. The Company has agreed to reimburse the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales Agent’s legal counsel up to $ 50,000 , and shall reimburse the Sales Agent, upon request, for such costs, fees and expenses in an amount not to exceed $ 7,500 on a quarterly basis for the first three fiscal quarters of each year and $ 10,000 for the fiscal fourth quarter of each year. The Company has also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act. During the year ended December 31, 2023, the Company sold 259,834 July Shares pursuant to the July ATM Facility for net cash proceeds of $ 801,442 , after deducting commissions. In addition, the Company recorded offering expenses of $ 26,478 and amortized $ 21,570 of deferred offering costs for fees paid related to the July ATM Facility. August 2023 Private Placement On August 21, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain accredited investor (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser in a private placement transaction (the “Private Placement”) (i) 3,241,076 shares (the “Shares”) of the Company’s common stock, par value $ 0.0001 , and (ii) Pre-Funded warrants to purchase 1,913,661 shares of common stock (the “Pre-Funded Warrants”). The purchase price per share of common stock was $ 1.94 per share (the “Purchase Price”) and the purchase price for the Pre-Funded Warrants was the Purchase Price minus $ 0.0001 per Pre-Funded Warrant. The Company received gross proceeds of $ 10 million from the Private Placement and net proceeds of $ 9,934,153 , after deducting fees and expenses paid by the Company. The Company intends to use the proceeds of the August 2023 Private Placement for working capital and general corporate purposes. The Pre-Funded Warrants have a per share exercise price of $ 0.0001 , subject to proportional adjustments in the event of stock splits or combinations or similar events. The Pre-Funded Warrants will not expire until exercised in full. The Pre-Funded Warrants contain a “blocker” provision providing that a holder (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 19.99 % of the outstanding shares of common stock of the Company. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. F- 15 The Shares and Pre-Funded Warrants, and the common stock issuable upon the exercise of the Pre-Funded Warrants, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act. Pursuant to the Securities Purchase Agreement, the Company filed with the SEC a Registration Statement on Form S-3 (File No. 333-274684) on September 25, 2023 and declared effective by the SEC on September 28, 2023, to register the resale of the Shares and Pre-Funded Warrants. None of the Pre-Funded Warrants have been exercised to date. Other Common Stock Issuances During the year ended December 31, 2023, the Company entered into various marketing services agreements, whereby the Company agreed to issue 122,300 shares of its common stock, valued at $ 247,500 , in exchange for future services. As of December 31, 2023, the Company has issued 122,300 shares of the Company’s common stock pursuant to the marketing services agreements . During the year ended December 31, 2023, the Company recorded stock-based compensation expense of $ 232,624 related to the fair value of the shares of common stock. As of December 31, 2023, the Company has $ 14,876 of unamortized stock-based compensation which will be amortized over the remaining service period. During the year ended December 31, 2023, the Company entered into various marketing services agreements, whereby the Company issued 123,396 shares of its common stock valued at $ 322,299 for services received, which was recorded as stock-based compensation during the year ended December 31, 2023. During the year ended December 31, 2023, the Company entered into a marketing services agreement, whereby the Company agreed to issue shares of restricted common stock for services performed on a monthly basis valued at $ 22,500 based on the average closing price for the prior 10 trading days. During the year ended December 31, 2023, the Company has issued 18,409 shares of its common stock for an aggregate value of $ 67,500 pursuant to the agreement. During the year ended December 31, 2023, the Company issued 1,351 shares of its common stock upon the exercise of stock options for cash proceeds of $ 2,618 . On January 5, 2022, the Company sold 630,000 shares of its common stock pursuant to the full exercise of the over-allotment option in connection with the Company’s IPO. The shares were sold at the IPO price of $ 5.00 per share, resulting in gross proceeds of $ 3,150,000 and bringing the total gross proceeds of the IPO to $ 24,150,000 . In connection with the exercise of the over-allotment, the Company paid $ 243,275 in offering costs resulting in net proceeds of $ 2,913,750 and bringing total net proceeds to $ 21,562,684 . During the year ended December 31, 2022, the Company issued 43,264 shares of its common stock with a fair value of $ 100,000 for services. During the year ended December 31, 2022, the Company purchased 72,363 shares of its common stock at a cost of $ 99,963 pursuant to its share repurchase program. The shares are being held in treasury. The share repurchase plan was approved by the Company’s board of directors (“Board of Directors” or “Board”) on May 9, 2022 and authorized the repurchase of up to $ 1,000,000 of the Company’s common stock. The share repurchase plan expired on December 31, 2022. During the year ended December 31, 2022, the Company issued 62,532 shares of its common stock upon the cashless exercise of 140,992 stock options. F- 16 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 allows 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 are to be 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)) shall continue to be governed by the terms, conditions and procedures set forth in the 2016 Plan and any applicable award agreement. 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. As of December 31, 2023, there were 1,040,777 shares of the Company’s common stock remaining to be issued under the Amended 2021 Plan. During the year ended December 31, 2023, the Compensation Committee of the Board of Directors approved the issuance of options to purchase 136,670 shares of the Company’s common stock to non-employee members of the Board of Directors of the Company and 586,000 shares of the Company’s common stock to management of the Company. The options have a term of 10 years, exercise prices ranging from $ 1.82 to $ 1.95 per share and vest over periods of 10 to 48 equal monthly installments. During the year ended December 31, 2023, the Board of Directors approved the issuance of options to purchase 20,000 shares of the Company’s common stock to a consultant of the Company with a term of 10 years and an exercise price of $ 1.95 per share, which options vest in 48 equal monthly installments. During the year ended December 31, 2022, the Company granted options to purchase 500,000 shares of the Company’s common stock to officers of the Company, and granted options to purchase 91,250 shares of the Company’s common stock to non-employee members of the Board of Directors and scientific advisors of the Company. The exercise price of the options is $ 2.64 -$ 5.83 and the options expire ten years following grant. These options vest in equal monthly installments beginning on the grant date ranging from 12 to 48 months. The following table reflects the weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2023 and 2022: Schedule of Weighted Average Assumption to Estimate the Fair Value of Stock Options 2023 2022 Volatility 114 - 120 % 117 - 124 % Expected life (years) 5.27 - 10 5.27 - 10.0 Risk-free interest rate 4.12 - 4.38 % 1.70 - 3.06 % Dividend rate — % — % The Company recognized stock-based compensation of $ 731,329 and $ 476,746 related to stock options for the years ended December 31, 2023 and 2022, respectively, which is included in general and administrative expenses. As of December 31, 2023, the Company had unrecognized stock-based compensation expense of $ 1,990,396 , related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 2.73 years. F- 17 The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022: Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding and exercisable, January 1, 2022 1,320,984 $ 1.54 Granted 591,250 $ 2.70 Exercised ( 140,992 ) $ 1.33 Forfeited - $ - Expired - $ - Outstanding, December 31, 2022 1,771,242 $ 1.94 Granted 742,670 $ 1.86 Exercised ( 1,351 ) $ 1.94 Forfeited - $ - Expired - $ - Outstanding and expected to vest, December 31, 2023 2,512,561 $ 1.92 The following table discloses information regarding outstanding and exercisable options at December 31, 2023: Schedule of Stock Outstanding and Exercisable Outstanding Exercisable Exercise Price Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.80 256,500 $ 0.80 7.20 256,500 $ 0.80 $ 1.33 150,892 $ 1.33 1.67 150,892 $ 1.33 $ 1.80 36,670 $ 1.80 9.64 8,890 $ 1.80 $ 1.86 1,458,500 $ 1.86 8.48 564,671 $ 1.86 $ 1.99 18,749 $ 1.99 9.67 416 $ 1.99 $ 2.64 580,000 $ 2.64 8.54 257,084 $ 2.64 $ 5.83 11,250 $ 5.83 8.04 5,391 $ 5.83 2,512,561 $ 1.92 7.98 1,243,844 $ 1.76 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 December 31, 2023, the intrinsic value for the options vested and outstanding was $ 6,423,762 and $ 12,567,619 , respectively. The total intrinsic value of stock options exercised during the year ended December 31, 2023 was $ 2,827 . Stock Warrants On January 5, 2022, in connection with the issuance of shares of the Company’s common stock pursuant to the exercise of the over-allotment discussed above, the Company issued warrants for the purchase of 31,500 shares of the Company’s common stock with a term of 5 years and an exercise price of $ 6.25 per share, which warrants vested six months after the date of issuance. The following table summarizes the stock warrant activity for the years ended December 31, 2023 and 2022: Schedule of Stock Warrant Activity Warrants Weighted-Average Exercise Price Per Share Outstanding and exercisable, January 1, 2022 366,000 $ 3.93 Granted 31,500 $ 6.25 Exercised - $ - Forfeited - $ - Expired - $ - Outstanding and exercisable, December 31, 2022 397,500 $ 4.11 Granted 1,913,661 $ 0.0001 Exercised - $ - Forfeited - $ - Expired - $ - Outstanding and exercisable, December 31, 2023 2,311,161 $ 0.71 F- 18 The following table discloses information regarding outstanding and exercisable warrants at December 31, 2023: Schedule of Stock Outstanding and Exercisable Outstanding Exercisable Exercise Price Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.0001 1,913,661 $ 0.0001 - 1,913,661 $ 0.0001 $ 0.80 156,000 $ 0.80 7.23 156,000 $ 0.80 $ 6.25 241,500 $ 6.25 2.96 241,500 $ 6.25 2,311,161 $ 4.11 0.80 2,311,161 $ 0.71 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 December 31, 2023, the intrinsic value for the warrants vested and outstanding was $ 14,358,868 . Nexcella Equity Transactions As of December 31, 2023, the Company’s controlling interest, on a fully dilutive basis, of Nexcella represents 91.6 % of Nexcella’s total common stock equivalents outstanding. The Nexcella 2022 Equity Incentive Plan (the “2022 Plan”) allows for Nexcella’s Board of Directors to grant various forms of incentive awards initially covering up to 375,000 shares of common stock. On May 29, 2023, Nexcella’s Board of Directors approved the Second Amended and Restated Nexcella 2022 Equity Incentive Plan, which submitted an increase to the number of shares of Nexcella common stock issuable under the plan from 375,000 shares to 607,640 shares. On August 11, 2023, Nexcella’s Board of Directors requested the Third Amended and Restated 2022 Equity Incentive Plan, which increased the number of shares of Nexcella common stock issuable under the plan from 607,640 to 800,000 shares. The Nexcella shareholders subsequently approved the increase in Nexcella common stock issuable under the plan to 800,000 . As of December 31, 2023, there were 83,688 shares of common stock available for issuance under the Nexcella 2022 Plan. Common Stock During the year ended December 31, 2023, Nexcella closed on its private offering for the sale of 100,152 common shares of Nexcella at a purchase price of $ 6.49 per share for total proceeds of $ 650,000 . The Company’s Chief Executive Officer purchased 7,704 shares of Nexcella’s common stock for a purchase price of $ 50,000 in the private placement offering. In addition, the Company’s Chief Financial Officer through Alwaysraise, LLC and Alwaysraise Ventures I, L.P., entities affiliated with the Company’s Chief Financial Officer, purchased an aggregate of 15,408 shares of Nexcella’s common stock in the private placement offering for $ 100,000 . As of December 31, 2022, Nexcella entered into subscription agreements for the sale of 73,188 shares of Nexcella’s common stock, at a purchase price of $ 6.49 per share for total proceeds of $ 475,000 . As of December 31, 2022, the offering had not yet closed, and the shares were not issued by Nexcella as of December 31, 2022, and accordingly, the Company recorded the proceeds of $ 475,000 in funds held for subsidiary private offering at December 31, 2022. On March 13, 2023, pursuant to the terms of the Founders Agreement, Nexcella issued 167,566 shares of common stock to the Company as a PIK Dividend based on the total dilutive shares of Nexcella outstanding as of March 12, 2023. F- 19 Restricted Stock Awards On December 8, 2022, Nexcella issued 350,000 shares of Nexcella restricted common stock to the officers of the Company for services to be performed, which vest in 48 equal monthly installments. The stock was valued at a share price of $ 6.49 on the date of issuance, which represents the most recent cash sales price of Nexcella’s common stock, for a total value of $ 2,271,500 related to services. During the year ended December 31, 2023, the Board of Directors of Nexcella, granted 179,784 shares of restricted common stock to the non-employee members of the Board of Directors for services to be performed, which vest in 24 equal monthly installments. The stock was valued at a share price of $ 6.49 on the date of issuance, which represents the most recent cash sales price of Nexcella’s common stock, for a total value of $ 1,166,798 related to services. During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 950,672 and $ 47,323 , respectively, related to the total value, which was included in general and administrative expenses. The unrecognized stock-based compensation expense of $ 2,440,303 related to unvested restricted common stock is expected to be recognized over the remaining vesting period of 2.42 years. As of December 31, 2023, 144,628 shares of restricted common stock have vested with the remaining 385,156 restricted shares to vest over the vesting period of 2.42 years. Stock Options During the year ended December 31, 2023, the Board of Directors of Nexcella, granted 114,028 options to purchase shares of common stock to the non-employee members of the Board of Directors for services to be performed, with a term of 10 years and an exercise price of $ 6.49 per share, which options vest in 24 equal monthly installments. During the year ended December 31, 2023, the Board of Directors of Nexcella granted 72,500 options to purchase shares of common stock to three consultants for services to be performed, with a term of 10 years and an exercise price of $ 6.49 per share, which options vest in 48 equal monthly installments. The Company recognized stock-based compensation of $ 261,284 related to stock options for the year ended December 31, 2023, which is included in general and administrative expenses. As of December 31, 2023, Nexcella had unrecognized stock-based compensation expense of $ 813,378 , related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 2.41 years. The following table summarizes the stock option activity for the year ended December 31, 2023 for Nexcella: Schedule of Stock Option Activity Options Weighted- Average Exercise Price Per Share Outstanding and exercisable, January 1, 2023 - $ - Granted 186,528 $ 6.49 Exercised - $ - Forfeited - $ - Expired - $ - Outstanding and expected to vest, December 31, 2023 186,528 $ 6.49 The following table discloses information regarding outstanding and exercisable options at December 31, 2023: Schedule of Stock Outstanding and Exercisable Outstanding Exercisable Exercise Price Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 6.49 186,528 $ 6.49 9.74 43,023 $ 6.49 186,528 $ 6.49 9.74 43,023 $ 6.49 F- 20 Note 7 – Licenses Acquired On December 8, 2022, Nexcella entered into a Research and License agreement with HADASIT and BIRAD (collectively, the “Licensors”) to acquire intellectual property rights pertaining to CAR-T (the “H&B License”). Pursuant to the H&B License, Nexcella paid the Licensors an upfront license fee of $ 1.5 million in December 2022 (included in research and development expenses on the consolidated statements of operations and comprehensive loss). Additional quarterly payments totaling approximately $13.0 million are due through September 2026 along with an annual license fee of $50,000. Future royalty payments of 5 % are due on net sales of licensed products, combined with sales milestone payments in the aggregate amount of up to $ 20 million when annual net sales reach certain thresholds for each licensed product. The royalties for each licensed product on a country-to-country basis are to be paid through the latter of (a) the expiration of the last-to-expire valid claim under a licensed patent (if any) in such country; (b) the date of expiration of any other Exclusivity Right (as defined in the H&B License) or data protection period granted by a regulatory or other governmental authority with respect to a licensed product that provides exclusivity in the relevant country; or (c) the end of a period of 15 years from the date of the First Commercial Sale (as defined in the H&B License) of the applicable Licensed Product (as defined in the H&B License) in such country. During the year ended December 31, 2023 and 2022, the Company recorded R&D expenses of $ 2,793,712 and $ 1,500,000 , respectively, related to the license agreement. Note 8 – Income Taxes The Company is subject to taxation in the United States, California and Australia. At December 31, 2023, the Company had federal, state, and foreign net operating loss (“NOL”) carryforwards of approximately $ 11,800,000 , $ 11,800,000 and $ 3,100,000 , respectively. The federal loss carryforwards generated after 2017 of approximately $ 11,200,000 will carryforward indefinitely and can be used to offset up to 80% of future annual taxable income, while those loss carryforwards generated prior to 2018 begin expiring in 2034, unless previously utilized. State loss carryforwards also begin expiring in 2034, unless previously utilized, while the Company’s foreign loss carryforward does not expire . The Company also has federal and California research and development credit carryforwards totaling approximately $ 241,000 and $ 219,000 , respectively, at December 31, 2023. The Federal credits begin to expire in 2034, unless previously utilized, while the State credits do not expire . The Company also has foreign withholding tax carryforwards totaling $ 100,000 at December 31, 2023. The foreign withholding tax carryforward credit begins to expire in 2028, unless previously utilized. The Company’s NOL and credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of ownership changes that could occur in the future pursuant to Internal Revenue Code Sections 382 and 383. These ownership changes may limit the amount of NOL and credit carryforwards that can be utilized to offset future taxable income and income tax, respectively. In general, an “ownership change” as defined by the tax code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company’s federal income tax returns from 2019 forward, state income tax returns from 2018 forward, and its Australian tax returns beginning in 2020 are subject to examination by tax authorities. F- 21 A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate to the loss from operations for the years ended December 31, 2023 and 2022 is as follows: Schedule of Provision for Income Taxes Year Ended December 31, 2023 Year Ended December 31, 2022 Expected income tax benefit computed at the statutory rate $ ( 4,308,817 ) $ ( 1,736,301 ) State income tax benefit, net of federal benefit, net of valuation allowance - - Foreign rate differential 43,337 14,228 Foreign losses not benefited 404,260 119,362 Tax effect of: Change in valuation allowance 3,849,451 1,692,278 Change in fair value of derivative liability - - Other permanent items and tax credits ( 298,179 ) ( 180,713 ) Other non-deductible expenses 336,363 91,196 Provision for income taxes $ 26,415 $ 10,268 Net deferred tax assets are comprised of the following as of December 31, 2023 and 2022: Schedule of Deferred Tax Assets December 31, 2023 December 31, 2022 Net operating losses $ 4,081,830 $ 1,920,819 Foreign tax credits 99,741 73,326 Federal & state research credit carryforwards 461,098 216,418 Stock-based compensation 109,859 149,599 Amortization of capitalized research and development 2,879,433 1,018,128 Valuation allowance ( 7,631,961 ) ( 3,378,250 ) Net deferred tax assets $ - $ - Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Based on the weight of available evidence, including the Company’s history of operating losses, management has determined that it is more likely than not that the Company’s net deferred tax assets will not be realized. Accordingly, a valuation allowance has been established by the Company to fully offset these net deferred tax assets. For the years ended December 31, 2023 and 2022, domestic and foreign pre-tax losses were as follow: Schedule of Pre-tax Loss December 31, 2023 December 31, 2022 Loss before income taxes - Domestic $ 13,952,065 $ 7,741,995 Loss before income taxes – Foreign 1,617,042 477,450 Loss before income taxes - Consolidated $ 15,569,107 $ 8,219,445 Note 9 – Commitments and Contingencies Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and may provide for indemnification of the counterparty. The Company’s exposure under these agreements is unknown because it involves claims that may be made against it in the future but have not yet been made. To date, the Company has not been subject to any claims or been required to defend any action related to its indemnification obligations. The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as the director or officer may be subject to any proceeding arising out of acts or omissions of such individual in such capacity. The maximum amount of potential future indemnification is unlimited. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of December 31, 2023 and 2022. F- 22 Royalty Agreement On December 22, 2014, the Company entered into a Master Service Agreement (“MSA”) with AxioMx, Inc. (“AxioMx”). AxioMx is in the business of developing and supplying custom affinity reagents. AxioMx and the Company entered into the MSA to serve as a master agreement governing multiple sets of projects as may be agreed upon by them from time to time. Pursuant to the MSA, AxioMx is entitled to royalties on the sale of any Deliverable (as defined in the MSA) that is used for diagnostic, prognostic or therapeutic purposes, in humans or animals, or for microbiology testing, including food safety testing or environmental monitoring. Specifically, the Company shall pay AxioMx a royalty of 3.5% of Net Sales (as defined in the MSA) of assigned products for each Deliverable used in licensed products for therapeutic purposes. In addition, the Company shall pay AxioMx a royalty of 1.5% of Net Sales of assigned products for each Deliverable used in licensed products for diagnostic or prognostic purposes; provided, however, if three Deliverables are used in an assigned product for diagnostic or prognostic purposes, the royalty shall be 4.5%. Through December 31, 2023, no amounts have been paid or accrued under the MSA. As of December 31, 2023, the MSA has expired and the Company does not intend to extend the MSA; however, the royalty obligations shall survive the termination of the MSA. Legal Proceedings From time to time we may be involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations. Employment Agreements On June 18, 2021, the Company entered into an Employment Agreement with Ilya Rachman (as amended, the “Rachman Employment Agreement”), effective for a three-year term. Pursuant to the Rachman Employment Agreement, the Company employs Dr. Rachman as Chief Executive Officer and Dr. Rachman was entitled to a base salary of $ 360,000 annually. Dr. Rachman was also entitled to a performance-based bonus of 100 % of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On July 14, 2022, the Compensation Committee of the Board of Directors approved a new compensation package for Dr. Rachman, and on November 9, 2022, the Company entered into an amendment to the Rachman Employment Agreement dated as of June 18, 2021 pursuant to which (i) Dr. Rachman’s annual base salary was increased to $ 425,000 , retroactive as of January 1, 2022 and (ii) entitling Dr. Rachman to a performance-based bonus of up to 50 % of his base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. In addition, on July 14, 2022, the Company issued Dr. Rachman options to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $ 2.64 per share. Unless terminated by the Company without “cause” or by Dr. Rachman with “good reason” (as such terms are defined in the Rachman Employment Agreement), upon termination, Dr. Rachman will be entitled only to his base salary through the date of termination, valid expense reimbursements and unused vacation pay. If terminated by the Company without “cause” or by Dr. Rachman with “good reason,” he is entitled to be paid his base salary through the end of the term at the rate of 150 % , valid expense reimbursements and accrued but unused vacation pay. On March 7, 2023, the Compensation Committee of the Board of Directors approved an increase in the annual base salary and on May 12, 2023, the Company entered into an amendment to the Rachman Employment Agreement pursuant to which Dr. Rachman’s annual base salary was increased to $ 446,000 , effective January 1, 2023. Dr. Rachman’s employment agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than by the Company without “cause” or by Dr. Rachman with “good reason” (generally imposing restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company and (iii) soliciting or accepting business from our customers for a period of six months following termination). Pursuant to the Rachman Employment Agreement, Dr. Rachman may serve as a consultant to, or on boards of directors of, or in any other capacity to, other companies provided that they will not interfere with the performance of his duties to the Company. On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in the annual base salary for Dr. Rachman to $ 475,000 , effective January 1, 2024. F- 23 On March 18, 2021, the Company entered into a Management Services Agreement with Alwaysraise LLC, an entity which Gabriel Morris, the Company’s Chief Financial Officer and a member of the Board, is sole member, effective for a three-year term, which was amended effective June 18, 2021 (as amended, the “Morris MSA”). Pursuant to the Morris MSA, the Company employs Mr. Morris as Chief Financial Officer and Mr. Morris was entitled to a base salary of $ 240,000 annually beginning in December 2021 ($ 120,000 annually prior). Mr. Morris was also entitled to a performance-based bonus of 100 % of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On July 14, 2022, the Compensation Committee of the Board of Directors approved a new compensation package for Mr. Morris, and on November 9, 2022, the Company entered into an amendment to the Morris MSA dated as of March 24, 2021 pursuant to which (i) Mr. Morris’ annual base salary was increased to $ 425,000 , retroactive as of January 1, 2022 and (ii) entitling Mr. Morris to a performance-based bonus of up to 50 % of his base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. In addition, on July 14, 2022, the company issued Mr. Morris options to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $ 2.64 per share. Unless terminated by the Company without “cause” or by Alwaysraise LLC (as such terms are defined in the Morris MSA), upon termination, Mr. Morris will be entitled only to his base salary through the date of termination, valid expense reimbursements and unused vacation pay. If terminated by the Company without “cause,” he is entitled to be paid his base salary through the end of the term at the rate of 150 % , valid expense reimbursements and accrued but unused vacation pay. On March 7, 2023, the Compensation Committee of the Board of Directors approved an increase in annual base salary, and on May 12, 2023, the Company entered into an amendment to the Morris MSA pursuant to which the Mr. Morris’ annual base salary was increased to $ 446,000 , effective January 1, 2023. The Morris MSA contains provisions for the protection of the Company’s intellectual property and confidential information. On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in the annual base salary for Mr. Morris to $ 475,000 , effective January 1, 2024. On June 24, 2021, the Company issued an offer letter to Graham Ross Oncology Consulting Services Ltd., a United Kingdom company, of which Graham Ross, the Company’s consulting Acting Chief Medical Officer and Head of Clinical Development is the sole member, regarding Dr. Ross’ provision of consultative services to the Company (the “Offer Letter”). Pursuant to the Offer Letter (signed by Dr. Ross on June 24, 2021), Dr. Ross is entitled to an hourly rate for his consulting services and an option grant. On June 24, 2021, the Company also signed a mutual confidentiality and non-disclosure agreement with Graham Ross Oncology Consulting Services Ltd. Collaboration Agreement In August 2021, the Company entered into a Clinical Collaboration and Supply Agreement with BeiGene Ltd. (“BeiGene”) for a combination Phase 1b clinical trial in solid tumors of IMX-110 and anti-PD-1 Tislelizumab (the subject of a collaboration and license agreement among BeiGene and Novartis). Under the terms of the agreement, the Company will conduct the combination trial. The cost of Tislelizumab manufacture and supply (including shipping, taxes and duty if applicable and any third-party license payments that may be due) will be solely borne by BeiGene. To date, no amounts have been paid to BeiGene. Note 10 – Subsequent Events Common Stock Issuance – Marketing Services Agreements Subsequent to December 31, 2023, the Company issued 15,486 shares of restricted common stock valued at $ 67,500 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. Subsequent to December 31, 2023, the Company issued 70,000 shares of restricted common stock valued at $ 245,000 for investor relations services based on the closing price pursuant to the extension of a marketing services agreement entered into on February 29, 2024. Common Stock Issuance – July ATM Facility Subsequent to December 31, 2023, the Company sold a total of 68,302 shares of its common stock under the July ATM Facility for aggregate net proceeds of $ 425,728 after deducting commissions and SEC fees. On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated July 14, 2023, relating to the July Sales Agreement by and between the Company and ThinkEquity LLC. The Company will not make any sales of common stock pursuant to the July Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect. Common Stock Issuance – Public Offering On February 5, 2024, the Company entered into an Underwriting Agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 5,535,055 shares of common stock of the Company. The public offering price is $ 2.71 per share of Common Stock and the Underwriter has agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $ 2.5203 per share. On February 8, 2024, the Company closed the offering and received net proceeds of $ 13,566,697 , after deducting underwriting discounts and commissions and estimated offering expenses. Pursuant to the Agreement, the Company granted the Underwriter a 30-day over-allotment option to purchase up to an additional 783,970 shares of Common Stock which was exercised in full on March 1, 2024 for net proceeds of $ 1,954,594 , after deducting underwriting discounts and offering expenses. Common Stock Issuances – Option exercises Subsequent to December 31, 2023, the Company issued 834 shares of common stock upon the exercise of certain common stock options for cash proceeds of $ 1,660 . Lease In January 2024, the Company entered into a long-term operating lease agreement for 14,000 square feet of biopharmaceutical manufacturing space in California under a non-cancelable operating lease that expires in December 2033. Under the terms of the lease, the Company is required to pay monthly base rents ranging from $ 11,900 to $ 16,218 , and pay its proportionate share of property taxes, insurance and normal maintenance costs. The lease agreement includes two options to extend the lease for a term of five years each. F- 24 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.