Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of
our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on
Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act
means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in
the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and
communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate
to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives
of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December
31, 2025, our management, with the participation of our principal executive officer and principal financial officer, has concluded that,
based on such evaluation, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures
were effective at the reasonable assurance level.
Management’s
Annual Report on Internal Control Over Financial Reporting and Auditor Attestation
Our
management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule
13a-15(f) under the Exchange Act. Our management has assessed the effectiveness of our internal controls over financial reporting as
of December 31, 2025 based on the framework established in Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 Framework) (“COSO”). Our internal control system was designed to provide reasonable
assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively
low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in
the normal course of their work. Our management assessed the effectiveness of our internal control over financial reporting as of December
31, 2025, and based on that evaluation, management concluded that our internal control over financial reporting was effective as of December
31, 2025.
The
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.
This
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 on Form 10-K.
76
Inherent
Limitations on Effectiveness of Controls and Procedures
In
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.
Changes
in Internal Control Over Financial Reporting
Except
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.
ITEM
9B. OTHER INFORMATION
(a)
Disclosure in Lieu of Current Report on Form 8-K
Appointment
of Executive Officers
On
March 19, 2026, the Board appointed Ilya Rachman as our Chief Scientific Officer and Gabriel Morris as our President. Dr. Rachman and
Mr. 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.
Approval
of 2025 Bonuses
Pursuant
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.
Amendment
to Amended and Restated 2021 Omnibus Equity Incentive Plan
On
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. A copy
of the 2021 Plan Amendment is attached as an exhibit to this Annual Report on Form 10-K.
Ratification
of Option Grants
On
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. Any claim
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.
(b)
Rule 10b5-1 Trading Plans
Our
directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares
that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement
under the Exchange Act. 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”.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 headings “ Proposal 1. Election
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).
Insider
Trading Policies and Procedures
We
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. A
copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
77
ITEM
11. EXECUTIVE COMPENSATION
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 headings: “ Executive Compensation – Summary
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 ”.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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 “ Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters ”.
Equity
Compensation Plan Information
The
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
Number of
Securities
to be Issued
upon
Exercise
of
Outstanding
Equity
Compensation
Plan Options
Weighted-
Average
Exercise
Price of
Outstanding
Equity
Compensation
Plan Options
Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(excluding
securities
reflected in
the first
column)
Equity compensation plans approved by security holders
5,264,108
$ 2.20
2,388,356
Equity compensation plans not approved by security holders
-
-
-
Total
5,264,108
$ 2.20
2,388,356
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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 headings “ Certain Relationships
and Related Transactions ” and “ Corporate Governance Standards and Director Independence – Director Independence ”.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
Company’s independent registered public accounting firm is Crowe LLP, Los Angeles, California; PCAOB ID#173. 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 ”.
78
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this report:
(1)
Financial Statements:
Page
Index to Consolidated Financial Statements:
F-1
Consolidated
Financial Statements:
Report of Independent Registered Public Accounting Firm – Crowe LLP (PCAOB ID: 173)
F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024
F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024
F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
F-6
Notes to the Consolidated Financial Statements
F-7
(b)
Exhibits
The
following documents are included as exhibits to this report.
Exhibit
No.
Title
of Document
3.1
Third Amended and Restated Certificate of Incorporation of Immix Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021)
3.2
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021)
4.1
Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)
4.2
Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 28, 2021)
4.3
Form of Pre-Funded Warrant to Purchase Common Stock dated August 21, 2023 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2023)
4.4
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)
4.5
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)
4.6
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)
4.7*
Description of the Registrant’s Securities
79
10.1+
2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)
10.2+
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)
10.4+
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)
10.5+
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)
10.8+
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)
10.9+
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)
10.10#
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. and BIRAD Research and Development Company Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2022)
10.11
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)
10.13+
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)
10.14+
Immix Biopharma, Inc. 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)
10.15
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)
10.16+
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)
10.17+
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)
10.18
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)
10.19
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)
10.20
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)
10.22
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)
10.23
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)
80
10.24+
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)
10.25+
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)
10.26+
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)
10.27+
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.)
10.28*
Amendment No. 1 to the Immix Biopharma, Inc. 2021 Omnibus Equity Incentive Plan
14.1
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)
16.1
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)
19.1
Insider Trading Policy
21.1*
Subsidiaries
23.1*
Consent of Crowe LLP, independent registered public accounting firm
31.1*
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
31.2*
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
97.1
Immix Biopharma, Inc. Executive Clawback Policy (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023)
99.1*
Ratification of Option Grants
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
104*
Cover
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
*
Filed
herewith.
**
Furnished
herewith.
+
Management
contract or compensatory plan or arrangement.
#
Pursuant
to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions
with an asterisk because the Company customarily and actually treats such information as private or confidential and such omitted
information is not material.
ITEM
16. FORM 10-K SUMMARY
None.
81
SIGNATURES
Pursuant
to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 25 th day of March, 2026.
/s/
Ilya Rachman
Ilya
Rachman
Chief Executive Officer and Chief Scientific Officer
(Principal
Executive Officer)
Pursuant
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.
Signature
Title
Date
/s/
Ilya Rachman
Chief Executive Officer (Principal Executive Officer), Chief Scientific Officer and Chairman of the Board of Directors
March
25, 2026
Ilya
Rachman
/s/
Gabriel Morris
Chief Financial Officer, President and Director
March
25, 2026
Gabriel
Morris
(Principal
Financial and Accounting Officer)
/ s/
Jason Hsu
Director
March
25, 2026
Jason
Hsu
/s/
Magda Marquet
Director
March
25, 2026
Magda
Marquet
/s/
Helen C. Adams
Director
March
25, 2026
Helen
C. Adams
/s/
Carey Ng
Director
March
25, 2026
Carey
Ng
/s/
Jane Buchan
Director
March
25, 2026
Jane
Buchan
/s/
Yekaterina Chudnovsky
Director
March
25, 2026
Yekaterina
Chudnovsky
/s/
Nancy Chang
Director
March
25, 2026
Nancy
Chang
82