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Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-25 · 389 added, 398 removed, 855 unchanged (48% of the section changed)

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Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024:

of Independent Registered Public Accounting Firm – Crowe LLP (PCAOB ID:

Independent Registered Public Accounting Firm – KML Corbin & Company LLP (PCAOB ID:

Report of Independent Registered Public Accounting Firm – Crowe LLP (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

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and the Board of Directors of Immix Biopharma, Inc.

Angeles, California

on the Financial Statements

have audited the accompanying consolidated balance sheet of Immix Biopharma, Inc.

have audited the accompanying consolidated balance sheets of Immix Biopharma, Inc.

(the “Company”) as of December 31, 2025

the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash

flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

financial statements of the Company as of December 31, 2023, were audited by other auditors whose report dated March 29, 2024, expressed

an unqualified opinion on those statements

and 2024, 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, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025,

in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

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

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the 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 financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provided

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2024.

Angeles, California

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors

Immix Biopharma, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Immix Biopharma, Inc.

and its subsidiaries (the “Company”) as

of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash

flows for the year then ended, 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 the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

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 audit.

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit 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.

of our audit, 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.

audit 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 audit 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 audit provides a reasonable basis for our opinion.

Corbin & Company LLP

served as the Company’s auditor from 2021 to 2024.

March 29, 2024

Biopharma, Inc.

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Cash and cash equivalents

Short-term investments

Tax receivable

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Property and equipment, net

$ 104,840,341

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Treasury stock at cost, 72,363 shares as of December 31, 2025, and 2024

Total Immix Biopharma, Inc.

stockholders’ equity

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 104,840,341

accompanying notes to the consolidated financial statements.

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( 21,749,098 )

comprehensive loss attributable to non-controlling interests

Comprehensive loss attributable to Immix Biopharma, Inc.

common stockholders

$ ( 21,749,098 )

$ ( 15,378,403 )

Loss per common share - basic and diluted

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$ ( 53,411,295 )

$ ( 201,737 )

Shares issued under ATM facilities for cash proceeds, net of offering costs

Shares and warrants issued under private placement for cash proceeds, net of offering costs

Shares issued under public offering for cash proceeds, net of offering costs

Shares issued for exercise of stock options

Nexcella shares issued for cash proceeds

Shares issued for services

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Non-controlling interests in subsidiary

Buyout of non-controlling interests in subsidiary

( 21,613,376 )

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( 75,024,671 )

$ ( 53,411,295 )

$ ( 201,737 )

Shares issued under ATM facility for cash proceeds, net of offering costs

Shares and warrants issued under private placement for cash proceeds, net of offering costs

Shares issued under public offering for cash proceeds, net of offering costs

Shares issued for exercise of stock options

Shares issued for exercise of stock warrants

Shares issued for vested restricted stock awards

Shares issued for services

Stock-based compensation

Non-controlling interests in subsidiary

Buyout of non-controlling interests in subsidiary

( 29,438,613 )

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$ ( 104,463,284 )

$ 198,293,956

$ ( 104,463,284 )

accompanying notes to the consolidated financial statements.

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( 1,177,680 )

Purchase of short-term investments

( 6,480,860 )

Net cash used in investing activities

( 7,213,785 )

( 1,177,680 )

Financing Activities:

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Proceeds from exercise of stock options

Proceeds from exercise of stock warrants

Proceeds from sale of common stock, net of offering costs

Proceeds from sale of Nexcella common stock

Net cash provided by financing activities

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Purchases of property and equipment included in accounts payable and accrued liabilities

Nexcella shares issued for funds previously received

Shares issues in subsidiary absorption

Deferred offering costs charged against proceeds from sale of common stock

Shares issues in subsidiary absorption

Shares issued for vested RSUs

accompanying notes to the consolidated financial statements.

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will continue to realize its assets and discharge its liabilities in the normal course of business.

Since the initial public offering

of its common stock in December 2021, the Company has financed its operations through various equity financing.

On July 14, 2023, the

Company entered into an ATM Sales Agreement (the “July 2023 Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”),

pursuant to which the Company, could, 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 2023 ATM Facility”) (see Note 7).

Initially, the Company was 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 2023 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 2023 Sales Agreement.

July 14, 2023 through February 5, 2024, the Company sold 328,136 common shares pursuant to the July 2023 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 2023 Sales Agreement by and between the Company and

the Sales Agent.

The Company will not make any sales of common stock pursuant to the July 2023 Sales Agreement unless and until a new

prospectus supplement is filed with the SEC;

however, the July 2023 Sales Agreement remains in full force and effect.

The consolidated financial statements

do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts

of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

The Company had

a net loss of $ 29.4 million for the year ended December 31, 2025 and an accumulated deficit of $ 104.5 million as of December 31, 2025,

as a result of incurring losses since its inception.

Since the initial public offering of its common stock in December 2021, the Company

has financed its operations through various equity financings.

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 $ 13,565,760 , after underwriter discounts and offering expenses (the “Offering”).

of $ 2.71 per share, for net proceeds of $ 13,565,760 , 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

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grant agreement in November 2024 and began receiving funds from the grant in November of 2024.

Company has a history of, and expects to continue to report, negative cash flows from operations and net losses.

We believe that our

existing cash, cash equivalents and restricted cash as of December 31, 2024, expected disbursements under the CIRM grant, and expected

payments of tax receivables will enable us to fund our operating expenses and capital expenditure requirements for at least the next

12 months from the filing of our 10-K.

During the year ended December 31, 2025,

the Company received $ 2.8 million, in grant reimbursements under the grant agreement.

The CIRM grant reimbursements are accrued as an

offset against R&D expenses as reimbursable expenses are incurred.

As of December 31, 2025, the Company has received approximately

$ 4.6 million in grant reimbursements under the grant agreement and approximately $ 3.4 million of remaining awarded funds are expected

to be disbursed upon the achievement of certain milestones.

June 3, 2025, the Company entered into an At The Market Offering Agreement (the “June 2025 ATM Agreement”) with Citizens

JMP Securities, LLC (“Citizens”) under which the Company may offer and sell, from time to time at its sole discretion, up

to $ 50 million shares of its common stock (refer to Note 7).

During the year ended December 31, 2025, the Company sold 1,697,504 shares

of common stock pursuant to the June 2025 ATM Agreement for net proceeds of $ 4,409,430 , after offering expenses.

September 5, 2025 and September 11, 2025, the Company entered into Securities Purchase Agreements (the “September 2025 Securities

Purchase Agreements”) and Registration Rights Agreements with certain accredited investors (the “Purchasers”), pursuant

to which the Company sold to the Purchasers in a private placement transaction (the “Private Placement”) (i) 3,915,604 shares

(the “Shares”) of the Company’s common stock, par value $ 0.0001 , and (ii) non-transferable warrants to purchase 2,936,709

shares of common stock (the “Warrants”).

The purchase price per Share and Warrant was $ 2.37 .

The Private Placement closed

on September 5, 2025 and September 11, 2025 and gross proceeds were approximately $ 9.3 million, before deducting fees and expenses payable

by the Company.

The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

The non-transferable Warrants are exercisable over a ten-year period from their date of grant, at an exercise price of $ 2.00 per share,

subject to proportional adjustments in the event of stock splits or combinations or similar events.

The non-transferable Warrants are

not transferable other than to affiliates of the Purchasers, and are exercisable only for cash consideration.

December, we conducted an underwritten public offering of 19,117,646 shares of our common stock, at $ 5.10 per share and 490,196 Pre-Funded

Warrants at $ 5.09 per Pre-Funded Warrant, for net proceeds of approximately $ 93.7 million, after underwriting discounts and offering

expenses (see Note 7).

of December 31, 2025, the Company had cash, cash equivalents, and short-term investments of approximately $ 100.4

The Company has a history of, and expects to continue to report, negative cash flows from operations and net losses.

believe that our existing cash and cash equivalents as of December 31, 2025 and expected disbursements under the CIRM grant, will

enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the filing of our

Concentration

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of 90 days or less when purchased and are carried at fair value.

Investments – Short-term investments consist of debt securities with original maturities greater than three months and remaining

maturities of less than one year at the time of purchase.

The Company’s short-term investment portfolio primarily includes U.S.

Treasury securities classified as available-for-sale and recorded at fair value.

As of December 31, 2025, the Company held approximately

$ 6.5 million in short-term investments.

Unrealized gains and losses were immaterial for all periods presented.

Company classifies its short-term investments as available-for-sale debt securities in accordance with ASC 320, Investments—Debt

These securities are recorded at fair value in the consolidated balance sheets.

Unrealized gains and losses, net of tax,

are recorded in accumulated other comprehensive income (loss) until realized.

income, including amortization of premiums and accretion of discounts, is recognized using the effective interest method and included

in interest income in the consolidated statements of operations.

Company evaluates its available-for-sale debt securities for expected credit losses in accordance with Accounting Standards Codification

(ASC) 326, Financial Instruments—Credit Losses.

For securities in an unrealized loss position, the Company assesses whether the

decline in fair value is attributable to credit-related factors.

If the Company intends to sell the security or it is more likely than

not that the Company will be required to sell the security before recovery of its amortized cost basis, the entire unrealized loss is

recognized in earnings.

Otherwise, the credit-related portion of the unrealized loss is recognized through an allowance for credit losses,

with the remaining unrealized loss recognized in other comprehensive income.

The Company limits its credit exposure by investing primarily

in investment-grade securities and by diversifying its investment portfolio.

Value of Financial Instruments – The carrying value of short-term instruments, including cash and cash equivalents, tax receivable,

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Cash equivalents (money market funds)

Cash equivalents (US Treasuries)

Cash equivalents

of December 31, 2025 and 2024, the Company had no liabilities required to be measured at fair value on a recurring basis.

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 $ 1,299,616

and $ 1,064,745

for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the Company recognized a tax receivable related to the expected cash refund from

the Australian Taxation Office of $ 1,974,370 and $ 1,172,183 , respectively, in the accompanying consolidated balance sheets.

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 $ 806 and $ 1,299,616 for the years ended December 31, 2025 and 2024, respectively.

As of December 31,

2025 and 2024, the Company recognized a tax receivable related to the expected cash refund from the Australian Taxation Office of $ 0

and $ 1,974,370 , respectively, in the accompanying consolidated balance sheets.

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 2023 ATM Facility.

capital through the sale of its common stock under the June 2025 ATM Agreement.

Deferred offering costs will be deferred and amortized

ratably upon sales under the July 2023 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 2023 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, 2024, no remaining amounts of deferred

offering costs were capitalized related to the July 2023 ATM Facility.

As of December 31, 2023, $ 87,229 of deferred offering costs were

capitalized related to the July 2023 ATM Facility.

ratably upon sales under the June 2025 ATM Agreement, and upon completion, they will be reclassified to additional paid-in capital as

a reduction of the June 2025 ATM proceeds.

If the Company terminates the June 2025 ATM Agreement or there is a significant delay, all

of the deferred offering costs will be immediately written off to operating expenses.

As of December 31, 2025, $ 93,630 of deferred offering

costs were capitalized related to the June 2025 ATM Agreement, which are included in deferred offering cost in the accompanying consolidated

balance sheet.

Compensation – Stock-based compensation expense represents the estimated grant date fair value of the Company’s equity

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Exchange gains and (losses) are recognized in income and were $ ( 20,284 ) and $ ( 39,600 ) for the years ended December

2024 and 2023, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations

and comprehensive loss.

31, 2025 and 2024, respectively, and are included in general and administrative expenses in the accompanying consolidated statements

of operations and comprehensive loss.

Per Common Share - Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average

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be anti-dilutive.

Basic weighted average shares outstanding for the year ended December 31, 2024 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

As of December 31, 2024 and 2023, 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 4,463,488 and 2,910,061 common shares, respectively.

Basic weighted average shares outstanding for the year ended December 31, 2025 and 2024 include, respectively, 2,403,857

and 1,913,661 shares underlying Pre-Funded warrants to purchase common shares (see Note 7).

As the shares underlying these Pre-Funded

warrants can be issued for little consideration (an exercise price per share equal to or less than $ 0.01 per share), these shares are

deemed to be issued for purposes of basic loss per common share.

As of December 31, 2025 and 2024, 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 8,442,317

and 4,463,488 common shares, respectively.

and Equipment - Included in property and equipment is construction-in-progress which consists of manufacturing space improvements

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Office equipment

Leasehold improvements

cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss

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more likely than not that some portion or all of a deferred tax asset will not be realized.

Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (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.

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.

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.

Costs – Although the Company believes that its patents have continuing value, the amount of future benefits to be derived from

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of these exemptions up until it is no longer an EGC.

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 Accounting Standards Update (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 has implemented this ASU effective January

1, 2024, and determined no retrospective changes were necessary.

November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03 , Disaggregation

of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective Date (“ASU

The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional

disaggregated information disclosures about certain income statement expense line items.

The amendments, as clarified by ASU 2025-01,

are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15,

Early adoption is permitted.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

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.

Company is currently evaluating the effect of this pronouncement on its disclosures.

Improvements to Income Tax Disclosures (“ASU 2023-09”),

which enhances transparency in income tax disclosures.

ASU 2023-09 requires entities to disclose (1) specific categories in the rate

reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and

foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

ASU 2023-09 also

requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s consolidated

financial statements.

December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities .

For public business entities, this ASU is effective for annual periods beginning after December 15, 2028, including interim periods within

those periods, with early adoption permitted.

The amendments provide guidance on recognition, measurement, presentation, and disclosures

of government grants received.

The Company is currently evaluating the impact of this standard on the Company’s financial statements

and disclosures.

July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions,

such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework

and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain

provisions effective in 2025 and others implemented through 2027.

ASC 740, “Income Taxes”, requires the effects of changes

in tax rates and laws to be recognized in the period in which the legislation is enacted.

The Company has implemented OBBBA in the fourth

quarter of fiscal 2025.

Refer to Note 11, Income Taxes, for further details.

3 – Prior Agreements with Nexcella Subsidiary

May 20, 2024, Nexcella, was merged (the “Merger”) with and into the Company, with the Company as the surviving corporation

(the “Nexcella Absorption”).

The Merger was effected pursuant to Section 253 of the Delaware General Corporation Law (“DGCL”)

when the Company filed a Certificate of Ownership and Merger (“Certificate of Merger”) with the Secretary of State of the

State of Delaware.

Immediately prior to the Merger, the Company owned greater than 95 % of the outstanding common stock on a fully diluted

basis of Nexcella, par value $ 0.0001 per share (the “Nexcella Shares”), and 100 % of the outstanding shares of each other

class of capital stock of Nexcella.

Under the DGCL, the only approval required was that of the Company’s Board of Directors for

the Merger to become effective.

As a result of the Merger, Nexcella ceased to exist and all assets, operations and other property and

rights of Nexcella have been succeeded to by the Company.

Pursuant to the terms of the Certificate of Merger, as a result of the Merger,

each of the outstanding Nexcella Shares (other than Nexcella Shares held by the Company) were converted into common stock of the Company

(“Company Merger Shares”).

In connection with the Merger, the Company issued 989,876 shares of its common stock to the former

stockholders of Nexcella (other than shares held by the Company) (including Company common stock issued to third-party cash investors

in Nexcella) (the “Merger Shares”).

The shares were issued on a pro-rata basis and as such resulted in no change in fair

In addition, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, 275,759 restricted stock

awards to receive common stock in the Company and options to purchase up to 595,676 shares of Company common stock at an exercise price

of $ 2.47 per share (the closing price on May 17, 2024), under the Company’s Amended and Restated 2021 Omnibus Equity Incentive

As such, as of May 20, 2024, the Founders Agreement and Management Services Agreement agreements listed below with Nexcella are

no longer in effect.

Inc, a wholly-owned subsidiary of Immix Biopharma, Inc, was merged with and into the Company in May 2024.

December 8, 2022, the Company entered into a Founders Agreement with Nexcella (the “Nexcella Founders Agreement”).

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expenses and other current assets consist of the following as of December 31, 2025 and 2024:

Schedule of Prepaid Expenses and

Other Current Assets

Schedule of Prepaid Expenses and Other Current Assets

December 31, 2025

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payable and accrued expenses consist of the following as of December 31, 2025 and 2024:

of Accounts Payable and Accrued Expenses

Schedule of Accounts Payable and Accrued Expenses

December 31, 2025

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and equipment at December 31, 2025 and 2024 consisted of:

of Property and Equipment

Schedule of Property and Equipment

December 31, 2025

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Office equipment

Leasehold improvements

Total property and equipment, gross

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the years ended December 31, 2025 and 2024, depreciation expense amounted to $ 245,747 and $ 32,941 , respectively.

Depreciation is not taken

during the period of construction or equipment installation.

Upon completion of the installation of manufacturing equipment or any construction

in progress, balances will be classified to their respective property and equipment category.

construction in progress of $ 938,768 as of December 31, 2024, represents the investment in building a biopharmaceutical processing facility

inside the leased property.

The Company expects to complete the processing facility by the end of 2025.

Depreciation is not

taken during the period of construction or equipment installation.

Upon completion of the installation of manufacturing equipment or

any construction in progress, balances will be classified to their respective property and equipment category.

7 – Stockholders’ Equity

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respect to certain liabilities, including liabilities under the Securities Act of 1933, as amended.

the year ended December 31, 2024, the Company sold a total of 68,302 shares of its common stock under the July 2023 ATM Facility for

aggregate net proceeds of $ 338,495 after deducting commissions and SEC fees, and charging $ 87,229 of deferred offering costs against

the proceeds.

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 2023 Sales Agreement by and between the Company and ThinkEquity LLC.

will not make any sales of common stock pursuant to the July 2023 Sales Agreement unless and until a new prospectus supplement is filed

with the SEC;

however, the July 2023 Sales Agreement remains in full force and effect.

Stock Issuance – Public Offering

February 5, 2024, the Company entered into an Underwriting Agreement (the “Underwriting 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 was $ 2.71 per share of common stock and the Underwriter

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 $ 13,565,760 , 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.

2025 ATM Sales Agreement

June 3, 2025, the Company entered into the June 2025 ATM Agreement under which the Company may offer and sell, from time to time at its

sole discretion, up to $ 50 million shares of its common stock.

Citizens will use commercially reasonable efforts, consistent with its

normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market,

to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other

customary parameters or conditions the Company may impose).

The Company will pay Citizens a commission of three percent ( 3 %) of the gross

sales proceeds of any common stock sold through Citizens under the June 2025 ATM Agreement, and has also provided Citizens with customary

indemnification and contribution rights.

The Company has reimbursed Citizens for certain specified expenses in the amount of $ 3,000 in

connection with entering into the June 2025 ATM Agreement, and expects to conduct quarterly reimbursements of $ 3,000 throughout the term

of the June 2025 ATM Agreement.

Initially, the Company is eligible to sell up to $ 13,450,000 worth of shares of its common stock under

the June 2025 ATM Agreement subject to the so-called “baby shelf” 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 baby shelf 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 June 2025 ATM Agreement.

During the year

ended December 31, 2025, the Company sold 1,697,504 shares of common stock pursuant to the June 2025 ATM Agreement for net proceeds of

$ 4,409,430 , after offering expenses

Stock Issuance – Public Offerings

February 5, 2024, the Company entered into an Underwriting Agreement (the “2024 Underwriting Agreement”) with Titan Partners

Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), relating to an underwritten offering (the “2024

Offering”) of 5,535,055 shares of common stock of the Company.

The public offering price was $ 2.71 per share of common stock and

the Underwriter agreed to purchase the common stock pursuant to the 2024 Underwriting Agreement at a price of $ 2.5203 per share.

8, 2024, the Company closed the 2024 Offering and received net proceeds of $ 13,565,760 , 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.

September 5, 2025 and September 11, 2025, the Company entered into Securities Purchase Agreements (the “September 2025 Securities

Purchase Agreements”) and Registration Rights Agreements with certain accredited investors (the “Purchasers”), pursuant

to which the Company sold to the Purchasers in a private placement transaction (the “Private Placement”) (i) 3,915,604 shares

(the “Shares”) of the Company’s common stock, par value $ 0.0001 , and (ii) non-transferable warrants to purchase 2,936,709

shares of common stock (the “Warrants”).

The purchase price per Share and Warrant was $ 2.37 .

The Private Placement closed

on September 5, 2025 and September 11, 2025 and gross proceeds were approximately $ 9.3 million, before deducting fees and expenses payable

by the Company.

The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

The non-transferable Warrants are exercisable over a ten-year period from their date of grant, at an exercise price of $ 2.00 per share,

subject to proportional adjustments in the event of stock splits or combinations or similar events.

The non-transferable Warrants are

not transferable other than to affiliates of the Purchasers, and are exercisable only for cash consideration.

December 7, 2025, the Company entered into an underwriting agreement (the “ 2025 Underwriting Agreement”) with Morgan Stanley

LLC, as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to

the issuance and sale (the “2025 Offering”) of 19,117,646 shares of its common stock, par value $0.0001 per share (the “Shares”),

and pre-funded warrants to purchase 490,196 shares of its common stock (the “Pre-Funded Warrants”).

The Shares are being

sold at a price of $5.10 per share and the Pre-Funded Warrants are being sold at a price of $5.09 per Pre-Funded Warrant, which represents

the per share offering price for the Shares minus the $0.01 per share exercise price for each Pre-Funded Warrant.

Pre-Funded Warrant will have an exercise price per share of common stock equal to $ 0.01 per share.

The exercise price and the number

of shares of common stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustments in the event of certain

stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock.

Each Pre-Funded Warrant will be exercisable on or after the date of issuance until the date the Pre-Funded Warrant is exercised in full.

Each Pre-Funded Warrant will be exercisable, in the holder’s discretion, by (i) payment in full in immediately available funds

for the number of shares of common stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive

upon such exercise the net number of shares of common stock determined according to the formula set forth in the Pre-Funded Warrant.

Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to

exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause:

(i) the aggregate number of shares

of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of shares of common

stock outstanding immediately after giving effect to the exercise;

or (ii) the combined voting power of the Company’s securities

beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s

securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined in accordance with

the terms of the Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not

in excess of 19.99% upon at least 61 days’ notice to the Company.

Common Stock Issuances

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the year ended December 31, 2025, the Company issued 38,840 shares of restricted common stock valued at $ 75,000 for investor relations

services based on the closing price pursuant to the extension of a marketing services agreement entered into on February 29, 2024.

the year ended December 31, 2025, the Company issued 75,000 shares of restricted common stock valued at $ 123,750 for investor relations

services based on the closing price pursuant to the extension of a marketing services agreement entered into on March 16, 2025.

the year ended December 31, 2025, the Company issued 9,259 shares of restricted common stock valued at $ 40,000 for investor relations

services based on the closing price pursuant to the extension of a marketing services agreement entered into on November 20, 2025.

the year ended December 31, 2025, the Company issued 275,759 shares of common stock upon the vesting of restricted stock awards.

the year ended December 31, 2024, the Company issued 114,767 shares of restricted common stock valued at $ 270,000 for investor relations

services based on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on

July 25, 2023.

the year ended December 31, 2024, the Company issued 124,443 shares of restricted common stock valued at $ 357,376 for investor relations

services based on the closing price pursuant to the extensions of marketing services agreements.

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cash proceeds of $ 2,489 .

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.

December 31, 2023, the Company has $ 14,876 of unamortized stock-based compensation which was amortized during the current period.

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.

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.

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

to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, 275,759 restricted stock awards

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The shares were issued on a pro-rata basis and resulted in no change in fair value.

the year ended December 31, 2024, the Company recorded stock-based compensation expense of $ 438,671 related to the total fair value of

the previously issued restricted stock awards, which was included in general and administrative expenses.

The unrecognized stock-based

compensation expense of $ 242,454 related to unvested restricted common stock is expected to be recognized over the remaining vesting

period of 0.37 years.

As of December 31, 2024, 164,315 shares of restricted common stock have vested with the remaining 111,444 restricted

shares to vest over the vesting period of 0.37 years.

the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $ 242,454 and $ 438,671 related to

the total fair value of the previously issued restricted stock awards, which was included in general and administrative expenses.

of December 31, 2025, there were no unvested restricted shares.

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.

The 2016 Plan initially allowed for the Board of Directors to grant various forms of incentive awards covering up to 417,120 shares of

common stock.

During the year ended December 31, 2021, the Board of Directors amended the 2016 Plan to increase the aggregate number

of shares available for issuance under the 2016 Plan to 1,761,120 shares of common stock.

On September 10, 2021, the Board of Directors

approved the 2021 Equity Incentive Plan (as amended and restated, the “2021 Plan”) pursuant to which it initially reserved

and made available for future issuance under the 2021 Plan (i) 900,000 shares of common stock, plus (ii) the number of shares of common

stock reserved, but unissued under the 2016 Plan, and (iii) the number of shares of common stock underlying forfeited awards under the

2016 Plan, provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award (as defined in the 2021 Plan)

would not count against such share limit.

Subsequent to September 10, 2021, no further awards were issued under the 2016 Plan, but all

awards under the 2016 Plan which were outstanding as of September 10, 2021 (including any Grandfathered Arrangement (as defined in the

2021 Plan)) continue to be governed by the terms, conditions and procedures set forth in the 2016 Plan and any applicable award agreement

until forfeited, expired or terminated.

April 24, 2023, the Company’s Board of Directors adopted the Immix Biopharma, Inc.

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On June 7, 2023, stockholders of the Company approved the Amended

On April 18, 2024, our Board of Directors approved amendments to the 2021 Plan (the “2 nd Amended 2021 Plan”)

to (i) increase the number of shares of common stock available for issuance under the 2021 Plan by 3,000,000 to a total share reserve

of 4,934,561 and (ii) the adoption of an evergreen provision to the 2021 Plan to provide for an automatic annual increase in the shares

of common stock available for issuance under the 2021 Plan over the next ten years (the “2021 Plan Amendments”).

to the evergreen provision, the number of shares available for issuance under the 2021 Plan shall automatically increase on January 1st

of each year for a period of ten years, commencing on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal

to five percent ( 5 %) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year.

11, 2024, stockholders of the Company approved the 2 nd Amended 2021 Plan.

As of December 31, 2024, there were 2,210,757 shares

of the Company’s common stock remaining to be issued under the Amended 2021 Plan.

addition, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, options to purchase up to 595,676

shares of Company common stock at an exercise price of $ 2.47 per share (the closing price on May 17, 2024), under the Company’s

Amended and Restated 2021 Omnibus Equity Incentive Plan.

The options were issued on a pro-rata basis and resulted in no change in fair

During the year ended December 31, 2024, the Board of Directors approved the issuance of options to purchase 98,500 shares of the Company’s

common stock to employees of the Company, 198,000 to non-employee members of the Board of Directors of the Company

and 680,000 shares of the Company’s common stock to management of the Company.

The options have a term of 10 years and exercise prices ranging from $ 1.48 - $ 2.17 per share, which options

vest in 48 equal monthly installments .

On April 18, 2024, our Board of Directors approved amendments to the 2021 Plan to (i) increase the number of shares of common

stock available for issuance under the 2021 Plan by 3,000,000 to a total share reserve of 4,934,561 and (ii) the adoption of an evergreen

provision to the 2021 Plan to provide for an automatic annual increase in the shares of common stock available for issuance under the

2021 Plan over the next ten years (the “2021 Plan Amendments”).

Pursuant to the evergreen provision, the number of shares

available for issuance under the 2021 Plan shall automatically increase on January 1st of each year for a period of ten years, commencing

on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal to five percent ( 5 %) of the total number of shares

of Common Stock outstanding on December 31st of the preceding calendar year.

On June 11, 2024, stockholders of the Company approved the

2021 Plan Amendments.

As of December 31, 2025, there were 2,388,356 shares of the Company’s common stock remaining to be issued

under the Amended 2021 Plan.

the year ended December 31, 2025, the Compensation Committee of the Board of Directors approved the issuance of options to purchase 198,000

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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 .

The options have a term of 10 years, an exercise price of $ 2.24 per share

and vest over periods of 12 to 48 equal monthly installments.

the year ended December 31, 2025, the Board of Directors approved the issuance of options to purchase 516,440 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 .

common stock to employees of the Company with a term of 10 years and exercise prices ranging from $ 2.20 to $ 4.33 per share, which options

vest in 48 equal monthly installments.

the year ended December 31, 2024, the Board of Directors approved the issuance of options to purchase 98,500 shares of the Company’s

common stock to employees of the Company, 198,000 to non-employee members of the Board of Directors of the Company and 680,000 shares

of the Company’s common stock to management of the Company.

The options have a term of 10 years and exercise prices ranging from

$ 1.48 - $ 2.17 per share, which options vest in 48 equal monthly installments.

following table reflects the weighted average assumptions used to estimate the fair value of stock options granted during the years ended

December 31, 2025 and 2024:

of Stock Option Valuation Assumption

Schedule of Stock Option Valuation Assumption

Expected life (years)

Risk-free interest rate

3.65 - 4.58 %

3.56 - 4.64 %

Dividend rate

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following table discloses information regarding outstanding and exercisable options at December 31, 2025:

of Stock Outstanding and Exercisable

Schedule of Stock Outstanding and Exercisable

Exercise Price Range

2 unchanged sentences

$ 0.00 - 1.00

$ 1.01 - 2.00

$ 2.01 - 3.00

$ 3.10 - 6.00

intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s

1 unchanged sentence

As of December 31, 2025, the intrinsic value for the options vested

and outstanding was $ 1,185,433 .

total intrinsic value of stock options exercised during the year ended December 31, 2024 was $ 3,069 .

and outstanding was $ 10,140,638 and $ 15,950,536 , respectively.

total intrinsic value of stock options exercised during the year ended December 31, 2025 and 2024 was $ 4,918 and $ 3,069 , respectively.

following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024:

of Stock Warrant Activity

Schedule of Stock Warrant Activity

Weighted-Average

5 unchanged sentences

of Stock Outstanding and Exercisable

Exercise Price

intrinsic value is calculated as the difference between the exercise price of the underlying stock warrant and the fair value of the

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On May 17, 2024, upon absorption into the Company, the 2022 Plan ceased to exist.

of December 31, 2023, there were 83,688 shares of common stock available for issuance under the Nexcella 2022 Plan.

March 13, 2024, pursuant to the terms of the Founders Agreement, Nexcella issued 238,220 shares of common stock to the Company as a PIK

Dividend based on the total dilutive shares of Nexcella outstanding as of March 12, 2024.

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.

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.

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.

the year ended December 31, 2024, the Company recorded stock-based compensation expense of $ 402,163 related to the total fair value of the previously

issued restricted stock awards.

Pursuant to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive

Plan, 275,759 restricted stock awards to receive common stock in the Company.

The shares were issued on a pro-rata basis and resulted

in no change in fair value.

the year ended December 31, 2024, the Company recorded stock-based compensation expense of $ 402,163 related to the total fair value of

the previously issued restricted stock awards.

Pursuant to the Merger, the Company issued to the former participants in the Nexcella

2022 Equity Incentive Plan, 275,759 restricted stock awards to receive common stock in the Company.

The shares were issued on a pro-rata

basis and resulted in no change in fair value.

As a result, there was no remaining unvested stock-based compensation expense under Nexcella.

the year ended December 31, 2023, the Company recorded stock-based compensation expense of $ 950,672 , related to the total value, which

was included in general and administrative expenses.

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 .

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 year ended December 31, 2024, the Company recorded stock-based compensation expense of $ 148,319 related to the previously issued restricted

stock options.

Pursuant to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive Plan, options

to purchase up to 595,676 shares of Company common stock under the Company’s Amended and Restated 2021 Omnibus Equity Incentive

the year ended December 31, 2024, the Company recorded stock-based compensation expense of $ 148,319 related to the previously issued

restricted stock options.

Pursuant to the Merger, the Company issued to the former participants in the Nexcella 2022 Equity Incentive

Plan, options to purchase up to 595,676 shares of Company common stock under the Company’s Amended and Restated 2021 Omnibus Equity

Incentive Plan.

The options were issued on a pro-rata basis and resulted in no change in fair value.

As a result, there was no remaining unvested

stock-based compensation expense under Nexcella.

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 a result, there was no remaining

unvested stock-based compensation expense under Nexcella.

following table summarizes the stock option activity for the year ended December 31, 2024 for Nexcella:

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in such country.

The H&B License remains with the Company after the Nexcella Absorption.

December 16, 2024, Nexcella entered into the First Amendment to the Research and License Agreement (the “First Amendment”)

1 unchanged sentence

The First Amendment includes terms specific to new licensed products and requires an additional upfront license fee

of $ 1,500,000 , payable no later than April 30, 2025, as well as development milestone payments of up to $ 4.5 million upon the Company’s

achievement of certain milestones.

of $ 1,500,000 , which has been paid in full as of December 31, 2025, as well as development milestone payments of up to $ 4.5 million upon

the Company’s achievement of certain milestones.

the year ended December 31, 2025 and 2024, the Company recorded research and development expenses of $ 5,098,585 and $ 4,639,363 , respectively,

28 unchanged sentences

grant agreement in November 2024 and began receiving funds from the grant in November of 2024.

During the year ended December 31, 2024,

the Company received $ 1.9 million in grant reimbursements under the grant agreement.

The CIRM grant reimbursements are accrued as an

offset against R&D expenses as reimbursable expenses are incurred.

During the years ended December 31, 2025

and 2024, the Company received $ 2.8 million and $ 1.9 million, respectively in grant reimbursements under the grant agreement.

grant reimbursements are accrued as an offset against R&D expenses as reimbursable expenses are incurred.

January 2024, the Company entered into a long-term operating lease agreement for 14,000 square feet of biopharmaceutical manufacturing

4 unchanged sentences

The lease agreement includes two options to extend the lease for a term of five years each .

components of lease cost for operating leases, which are recorded in general and administrative expenses in the year ended December 31,

2024 were as follows:

of Lease Cost for Operating Leases

The lease has a

remaining term of 8.00 years and an implicit weighted average interest rate of 8 %.

components of lease cost for operating leases, which are recorded in general and administrative expenses in the years ended December

31, 2025 and 2024 were as follows:

Schedule of Lease Cost for Operating Leases

December 31, 2025

December 31, 2024

Operating lease cost

2 unchanged sentences

following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at December 31, 2025

of Lease Related Assets and Liabilities

Schedule of Lease Related Assets and Liabilities

December 31, 2025

December 31, 2024

Operating Leases

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The Company estimated its incremental borrowing rate to be 8 %.

The lease has a remaining term of 9.00 years and an implicit

weighted average interest rate of 8 %.

following table provides the maturities of lease liabilities at December 31, 2025:

7 unchanged sentences

and foreign net operating loss (“NOL”) carryforwards of approximately $ 52,534,000 , $ 52,345,000 and $ 5,006,000 , respectively.

The federal loss carryforwards generated after 2017 of approximately $19,800,000 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

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 $ 314,000

and $ 650,000 , respectively, at December 31, 2024.

Additionally, the Company has a research orphan tax credit carryover totaling approximately

$ 1,566,000 with a carryover period of 20 years.

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 $ 140,000 at December 31, 2024.

withholding tax carryforward credit begins to expire in 2028, unless previously utilized.

The federal loss carryforwards generated after 2017 of approximately $51,929,000 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 $ 573,000 and $ 1,194,000 , respectively, at December 31, 2025.

Additionally, the Company has a research orphan tax credit

carryover totaling approximately $ 3,193,000 with a carryover period of 20 years.

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 $ 172,000

at December 31, 2025.

The foreign withholding tax carryforward credit begins to expire in 2028, unless previously utilized.

Company’s NOL and credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result

22 unchanged sentences

( 3,328,393 )

( 1,676,951 )

Other non-deductible expenses

7 unchanged sentences

Federal & state research credit carryforwards

Stock-based compensation

35 unchanged sentences

any liabilities relating to these obligations as of December 31, 2025 and 2024.

December 22, 2014, the Company entered into a Master Service Agreement (“MSA”) with AxioMx, Inc.

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, 2024, 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;

the royalty obligations survived the termination of the MSA.

time to time, we may be involved in claims that arise during the ordinary course of business.

10 unchanged sentences

be under the same terms and conditions provided for in the Rachman Employment Agreement, except that his employment will be on an “at

will” basis and the provisions of the agreement allowing for Dr.

will” basis and the provisions of the agreement a lowing for Dr.

Rachman to terminate the agreement for “good reason”

10 unchanged sentences

Rachman’s annual base salary was increased to $ 425,000 and $ 446,000 , retroactive as of January 1, 2022 and 2023, respectively and

on November 9, 2023, and (ii) the agreement was amended to entitle 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

On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in the annual base salary and on

May 9, 2024, the Company entered into an amendment to the Rachman Employment Agreement pursuant to which Dr.

Rachman’s annual base

salary was increased to $ 475,000 , effective January 1, 2024.

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,

Rachman may serve as a consultant to, or on board 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.

The full amount of the base salary and any bonus payments are included

in general and administrative expenses.

(ii) the agreement was amended to entitle 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.

On February 6, 2024, the Compensation

Committee of the Board of Directors approved an increase in the annual base salary and on May 9, 2024, the Company entered into an amendment

to the Rachman Employment Agreement pursuant to which Dr.

Rachman’s annual base salary was increased to $ 475,000 , effective January

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, (i) recruiting or hiring employees for a competing company and (iii) soliciting or accepting business from the Company’s

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 the board 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.

The full amount of the base salary and any bonus payments are included in general and administrative

March 18, 2021, the Company entered into a Management Services Agreement with Alwaysraise LLC, an entity which Gabriel Morris, the Company’s

11 unchanged sentences

Morris’ annual base salary was

increased to $ 425,000 and $ 446,000 , retroactive as of January 1, 2022 and 2023, respectively, and on November 9, 2023, and (ii) Mr.

is entitled 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.

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 February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in annual base salary,

and on May 9, 2024, the Company entered into an amendment to the Morris MSA pursuant to which Mr.

Morris’ annual base salary was

increased to $ 475,000 , effective January 1, 2024.

The Morris MSA contains provisions for the protection of the Company’s intellectual

property and confidential information.

The full amount of the base salary and any bonus payments are included in general and administrative

increased to $ 425,000 and $ 446,000 , retroactive as of January 1, 2022 and 2023, respectively, and (ii) Mr.

Morris is entitled 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.

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.

6, 2024, the Compensation Committee of the Board of Directors approved an increase in annual base salary, and on May 9, 2024, the Company

entered into an amendment to the Morris MSA pursuant to which Mr.

Morris’ annual base salary was increased to $ 475,000 , effective

January 1, 2024.

The Morris MSA contains provisions for the protection of the Company’s intellectual property and confidential

The full amount of the base salary and any bonus payments are included in general and administrative expenses.

June 24, 2021, the Company issued an offer letter to Graham Ross Oncology Consulting Services Ltd., a United Kingdom company, of which

6 unchanged sentences

also signed a mutual confidentiality and non-disclosure agreement with Graham Ross Oncology Consulting Services Ltd.

Collaboration

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

To date, no amounts have been paid to BeiGene.

13 – Related Party Transactions

March 16, 2025, the Company entered into a marketing services and investor relations agreement with Robinhood II LP.

Nancy Chang is the

general manager of Robinhood II, LP and in such capacity has the right to vote and dispose of the securities held by such entity.

fiscal 2025, the Company paid $ 104,210 in cash and issued 75,000 shares with a grant date fair value of $ 123,750 , to Robinhood II, LP

for performance of marketing services.

14 – Subsequent Events

2 unchanged sentences

on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on July 25, 2023.

to December 31, 2024, the Company issued 38,840 shares of restricted common stock valued at $ 75,000 for investor relations services based

on the closing price pursuant to the extension of a marketing services agreement entered into on February 29, 2024.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data