What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-25 · 153 added, 101 removed, 101 unchanged (72% of the section changed)

18 unchanged sentences

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

were not effective due to the material weakness described below.

However, our management, including our principal executive officer and

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

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

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

Weakness in Internal Controls Over Financial Reporting

identified a material weakness in our internal control over financial reporting that exists as of December 31, 2024.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We determined

that we had a material weakness because, due to our small size, and our limited number of personnel, we did not have in place an effective

internal control environment with formal processes and procedures, including adequate segregation of duties within systems.

Notwithstanding

the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements

included in this Annual Report on Form 10-K fairly present, in a l material respects, our financial position, results of operations and

cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Plan to Remediate the Material Weakness

the oversight of senior management, we have implemented several remediation steps in 2025, including, but not limited to the following:

personnel with significant relevant experience in public company internal control environments

a reputable third-party expert to assist with enhancing our risk assessment and control testing processes

additional points of segregation of duties across our key processes

our financial close process with the enhancement of our documentation and review of significant accruals, journal entries and account

reconciliations

our information technology general controls

believe these measures have strengthened our internal control over financial reporting, specifically as it relates to journal entry processing

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

We are committed

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

were effective at the reasonable assurance level.

Annual Report on Internal Control Over Financial Reporting and Auditor Attestation

10 unchanged sentences

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

31, 2024, and based on that evaluation, management concluded that our internal control over financial reporting was not effective as

of December 31, 2024.

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

we did not have in place an effective internal control environment with formal processes and procedures, including adequate segregation

of duties within systems.

31, 2025, and based on that evaluation, management concluded that our internal control over financial reporting was effective as of December

material weakness described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, related to our small size,

our limited number of personnel, and our failure to have an effective internal control environment in place with formal processes and

procedures, including adequate segregation of duties within systems, has been remediated as of December 31, 2025.

With the oversight

of senior management, such material weakness was remediated as a result of, among other things, hiring personnel with significant relevant

experience in public company internal control environments;

our engagement of a reputable third-party expert to assist with enhancing

our risk assessment and control testing processes;

the establishment of additional points of segregation of duties across our key processes;

the enhancement of our documentation and review of significant accruals, journal entries and account reconciliations;

and the upgrade

our information technology general controls.

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

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

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

and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

Limitations on Effectiveness of Controls and Procedures

designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Because of the inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within the Company have been detected.

The design of any system of controls also is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected.

in Internal Control Over Financial Reporting

for the changes related to the remediation of the previously identified material weakness noted above, there was no change in our internal

control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange

Act that occurred during the fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

the controls implemented to remediate the material weakness disclosed in the Company’s Form 10-K as of December 31, 2024, there

were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended December 31, 2025, that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Disclosure in Lieu of Current Report on Form 8-K

of Executive Officers

March 19, 2026, the Board appointed Ilya Rachman as our Chief Scientific Officer and Gabriel Morris as our President.

Morris shall continue to serve as our Chief Executive Officer and Chief Financial Officer, respectively, and will not receive any

additional compensation in connection with serving in these additional roles.

of 2025 Bonuses

to the terms of their respective employment agreements, Ilya Rachman and Gabriel Morris are each entitled to a performance based annual

incentive cash bonus payment equal to up to 50% of their base salaries if certain corporate and operational milestones are achieved.

At the end of the fiscal year, the Compensation Committee reviews and determines the level of the Company’s achievement against

the applicable corporate and operational milestones goals.

On March 19, 2026, the Company’s Compensation Committee and Board of

Directors approved 2025 annual cash bonuses for each of Dr.

Rachman and Mr.

Morris equal to 60% of their respective base salaries (120%

of the target bonus) based on their achievement of the predetermined corporate and operational milestones.

to Amended and Restated 2021 Omnibus Equity Incentive Plan

March 19, 2026, the Board adopted a formal amendment (the “2021 Plan Amendment”) to the Amended and Restated 2021 Omnibus

Equity Incentive Plan which memorialized an amendment which was previously adopted via Board resolutions.

The 2021 Plan Amendment provides

that the Board may, in its discretion, delegate authority to one or more officers of the Company with respect to the granting of awards

to other individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, provided that any such

delegation by the Board shall include a limitation as to the amount of common stock underlying awards that may be granted during the

period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria.

of the 2021 Plan Amendment is attached as an exhibit to this Annual Report on Form 10-K.

of Option Grants

March 19, 2026, the Board adopted, pursuant to Section 204 of the General Corporation Law of the State of Delaware, resolutions (the

“Resolutions”) ratifying the issuance of certain options to purchase common stock granted to employees (the “Ratification”).

A copy of the Resolutions adopted by the Board setting forth the information with respect to the Ratification required under Section

204 of the General Corporation Law of the State of Delaware is attached to this Annual Report on Form 10-K as Exhibit 99.1.

that the defective corporate acts (including all putative options) identified in the Resolutions are void or voidable due to the failure

of authorization, or any claim that the Court of Chancery of the State of Delaware should declare in its discretion that the ratifications

not be effective or be effective only on certain conditions, must be brought within 120 days from the date of the filing of this Annual

Report on Form 10-K.

Rule 10b5-1 Trading Plans

2 unchanged sentences

under the Exchange Act.

During the quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in

Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f)) adopted

or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this Item will be set forth under the headings “ Proposal 1.

Election of Directors ”, “ Executive

Officers ”, “ Corporate Governance Standards and Director Independence ” (including under “ Code of

Business Conduct and Ethics ” and “ Insider Trading Policy ”), “ Committees of the Board ”,

and “ Delinquent Section 16(a) Reports ” (to the extent applicable and warranted), in the Company’s 2025 Proxy

Statement to be filed with the U.S.

Securities and Exchange Commission within 120 days after December 31, 2024 in connection with the

solicitation of proxies for the Company’s 2025 annual meeting of shareholders and is incorporated herein by reference.

information required by this Item is incorporated by reference from in the Company’s 2026 Proxy Statement to be filed with the

SEC within 120 days after December 31, 2025, including, but not necessarily limited to, under the headings “ Proposal 1.

of Directors ”, “ Executive Officers ”, “ Corporate Governance Standards and Director Independence ”

(including under “ Code of Business Conduct and Ethics ”, “ Insider Trading Policy ” and “ Committees

of our Board of Directors” ), and “ Delinquent Section 16(a) Reports ” (to the extent applicable and warranted).

Trading Policies and Procedures

Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies

to all Company personnel, including directors, officers, employees, and other covered persons.

The Company also plans to follow procedures

for the repurchase of any shares of its securities.

The Company believes that its insider trading policy and planned repurchase procedures

are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers,

employees and consultants, including those persons serving in similar positions with our subsidiaries.

Our Insider Trading Policy is

reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us

and our directors, officers, employees and consultants.

The Insider Trading Policy prohibits trading while in possession of material

nonpublic information.

While the Company’s executive officers and directors are not required to enter into trading plans in advance

of any transactions in Company securities, executive officers and directors are permitted to enter into trading plans that are intended

to comply with the requirements of Rule 10b5-1 of the Exchange Act.

The Insider Trading Policy requires all directors, officers,

and certain other specified employees who have regular access to material nonpublic information about the Company in the normal course

of their duties to comply with pre-clearance procedures prior to engaging in any transaction in Company securities and generally prohibits

them from engaging in any such transactions during blackout periods.

The Insider Trading Policy also requires the Company to comply with

all federal and state securities laws and regulations and any applicable listing standards when engaging in transactions in its own securities.

copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

information required by this Item will be set forth under the headings:

information required by this Item is incorporated by reference from in the Company’s 2026 Proxy Statement to be filed with the

SEC within 120 days after December 31, 2025, including, but not necessarily limited to, under the headings:

“ Executive Compensation – Summary

Compensation Table ”, “ Narrative Disclosure to Summary Compensation Table ”, “ Equity Grant Practices ”,

“ Bonus Arrangements ”, “ Outstanding Equity Awards at December 31, 2024 ”, “ Non-Employee

Director Compensation ” and “ Outstanding Equity Awards at December 31, 2024 Held by Non-Employee Directors ”,

in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein

by reference.

Compensation Table ”, “– Narrative Disclosure to Summary Compensation Table ”, “– Equity

Plans ”, “– Bonus Arrangements ”, “– Recovery of Erroneously Awarded Compensation ”,

“– Equity Award Grant Policies ”, “– Outstanding Equity Awards at December 31, 2025 ” and

“ Director Compensation ”.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this Item will be set forth under the heading “ Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters ” and “ Equity Compensation Plan Information ”(including under “ Equity

Compensation Plan Table ”) in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December

31, 2024 and is incorporated herein by reference.

information required by this Item is incorporated by reference from in the Company’s 2026 Proxy Statement to be filed with the

SEC within 120 days after December 31, 2025, including, but not necessarily limited to, under the heading “ Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters ”.

Compensation Plan Information

following table presents information as of December 31, 2025 with respect to shares of our common stock that may be issued under our

existing equity compensation plans.

Plan Category

Available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this Item will be set forth under the headings “ Certain Relationships and Related Transactions ”

and “ Corporate Governance Standards and Director Independence ” - “ Director Independence ” in the

Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

information required by this Item is incorporated by reference from in the Company’s 2026 Proxy Statement to be filed with the

SEC within 120 days after December 31, 2025, including, but not necessarily limited to, under the headings “ Certain Relationships

and Related Transactions ” and “ Corporate Governance Standards and Director Independence – Director Independence ”.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

1 unchanged sentence

PCAOB ID#173.

information required by this Item will be set forth under the heading “ Ratification of the Appointment of Our Independent Registered

Public Accounting Firm for Fiscal Year Ending December 31, 2025 ”-” Principal Accountant Fees and Services ”

in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein

by reference.

The information required

by this Item is incorporated by reference from in the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days after

December 31, 2025, including, but not necessarily limited to, under the heading “ Ratification of the Appointment of Our Independent

Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026 – Principal Accountant Fees and Services ”.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

Financial Statements:

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

Report of the Independent Registered Public Accounting Firm (PCAOB ID:

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

Consolidated Balance Sheets as of December 31, 2025 and 2024

11 unchanged sentences

Certificate of Ownership and Merger (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2024 and incorporated herein by reference)

Form of Non-Transferable Warrant dated September 5, 2025 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025)

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2025)

Description of the Registrant’s Securities

1 unchanged sentence

Form of Indemnification Agreement with Directors and Executive Officers (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

IP License Agreement by and between the Company and Immix Biopharma Australia Pty Ltd dated January 23, 2017 (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

Employment Agreement by and between the Company and Ilya Rachman dated June 18, 2021 (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

Management Services Agreement by and between the Company and Alwaysraise LLC, dated March 24, 2021 (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

Master Service Agreement by and between the Company and AxioMx, Inc.

dated December 22, 2014 (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

Clinical Collaboration and Supply Agreement by and between the Company and BeiGene Switzerland GmbH dated August 20, 2021 (Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 15, 2021)

Amendment to Employment Agreement by and between the Company and Ilya Rachman dated as of November 9, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022)

Amendment to Master Services Agreement by and between the Company and Alwaysraise, LLC dated as of November 9, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022)

Research and License Agreement entered into on December 8, 2022 by and between Nexcella, Inc.

Research and License Agreement entered into on November 27, 2022 by and between Nexcella, Inc.

(formerly Immix Biopharma Cell Therapy, Inc.), Hadasit Medical Research Services & Development, Ltd.

2 unchanged sentences

Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023)

Senior Unsecured Promissory Note issued by Nexcella, Inc.

to Immix Biopharma, Inc.

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

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

Immix Biopharma, Inc.

Amended and Restated 2021 Omnibus Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2024 and incorporated herein by reference)

Amended and Restated 2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2024)

Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023)

Amendment to Employment Agreement by and between the Company and Ilya Rachman dated as of May 12, 2023(filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023 and incorporated herein by reference)

Amendment to Master Services Agreement by and between the Company and Alwaysraise, LLC dated as of May 12, 2023(filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023 and incorporated herein by reference)

Amendment to Employment Agreement by and between the Company and Ilya Rachman dated as of May 12, 2023(Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023)

Amendment to Master Services Agreement by and between the Company and Alwaysraise, LLC dated as of May 12, 2023(Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023)

At The Market Offering Agreement dated as of June 3, 2025 between the Company and Citizens JMP Securities, LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2025)

Securities Purchase Agreement dated September 5, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025)

Registration Rights Agreement dated September 5, 2025 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025)

Form of First Amendment to Stock Option Grant Notice (Management and Board) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025)

Form of First Amendment to Stock Option Grant Notice (Employees) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2025)

Form of Stock Option Agreement under the Amended and Restated Immix Biopharma, Inc.

2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 22, 2024)

Form of Restricted Stock Grant Agreement under the Amended and Restated Immix Biopharma, Inc.

2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 22, 2024)

Form of Restricted Stock Unit Grant Agreement under the Amended and Restated Immix Biopharma, Inc.

2021 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 22, 2024)

First Amendment to the Research and License Agreement, dated December 16, 2024, by and between Nexcella, Inc.

and Hadasit Medical Research Services & Development, Ltd.

and BIRAD Research and Development Company Ltd.)

Amendment No.

1 to the Immix Biopharma, Inc.

2021 Omnibus Equity Incentive Plan

Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022)

Letter from KMJ Corbin & Company LLP dated July 19, 2024 (filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 19, 2024 and incorporated herein by reference)

Trading Policy

Insider Trading Policy

Consent of Crowe LLP, independent registered public accounting firm

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

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

4 unchanged sentences

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Cover Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 is formatted in Inline XBRL

Ratification of Option Grants

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December

31, 2025 is formatted in Inline XBRL

contract or compensatory plan or arrangement.

5 unchanged sentences

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 25 th day of March, 2026.

Executive Officer

Chief Executive Officer and Chief Scientific Officer

Executive Officer)

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

behalf of the registrant and in the capacities and on the dates indicated.

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

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

on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer (Principal Executive Officer), Chief Scientific Officer and Chairman of the Board of Directors

Gabriel Morris

Financial Officer and Director

Chief Financial Officer, President and Director

Financial and Accounting Officer)

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures