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Item 8. Financial Statements and Supplementary Data

2025-03-25 compared with 2024-03-29 · 648 added, 535 removed, 605 unchanged (66% of the section changed)

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Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

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

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

Consolidated Balance Sheets as of December 31, 2024 and 2023

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

and the Board of Directors of Immix Biopharma, Inc.

on the Financial Statements

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

(the “Company”) as of December 31, 2024,

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

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.

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

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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 financial statements are free of material misstatement, whether due to error or fraud.

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

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 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

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.

have served as the Company’s auditor since 2024.

Angeles, California

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors

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on the Consolidated Financial Statements

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

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

and its subsidiaries (the “Company”) as

of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity

and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the

“consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly,

in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations

and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally

accepted in the United States of America.

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 audits.

on these consolidated financial statements based on our audit.

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

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

conducted our audits in accordance with the standards of 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

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

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

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.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

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 audits also included evaluating the accounting principles

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 audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Corbin & Company LLP

have served as the Company’s auditor since 2021.

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

March 29, 2024

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Deferred offering costs

Equipment, net

Right-of-use asset, net

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accounts payable and accrued expenses

Operating lease liabilities - current

Total current liabilities

Funds held for subsidiary private offering

Operating lease liabilities - long term

Total liabilities

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( 16,141,113 )

Other income (expense):

Other income:

Interest income

Interest expense

Total other income (expense), net

Total other income

Loss before provision for income taxes

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$ ( 37,985,247 )

Shares issued for cash proceeds, net of offering costs

Shares issued for cashless exercise of stock options

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 for exercise of stock options

Nexcella shares issued for cash proceeds

Shares issued for services

Repurchase of common shares

Stock-based compensation

Non-controlling interests in subsidiary

( 15,426,048 )

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$ ( 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

$ ( 53,411,295 )

$ ( 201,737 )

Shares issued under ATM facility 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 )

accompanying notes to the consolidated financial statements.

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Stock-based compensation

Amortization of right of use asset

Changes in operating assets and liabilities:

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Accounts payable and accrued expenses

Accrued interest

Operating lease liability

Net cash used in operating activities

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Investing Activities:

Purchase of equipment

Purchase of property and equipment

( 1,177,680 )

Net cash used in investing activities

( 1,177,680 )

Financing Activities:

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Proceeds from exercise of stock options

Payments on note payable

Proceeds from sale of common stock, net of offering costs

Proceeds from sale of Nexcella common stock

Repurchase of common stock

Net cash provided by financing activities

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Net change in cash and cash equivalents

( 4,207,764 )

Cash and cash equivalents - beginning of year

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Supplemental Disclosures of Noncash Financing Information:

Establishment of right of use asset and liabilities

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

Cashless exercise of stock options

accompanying notes to the consolidated financial statements.

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(the “Company”) is a clinical-stage biopharmaceutical pharmaceutical company organized as a Delaware corporation

on January 7, 2014 which is focused on developing a novel class of Tissue-Specific Therapeutics in oncology and immune-dysregulated diseases.

In August 2016, the Company established a wholly-owned Australian subsidiary, Immix Biopharma Australia Pty Ltd.

in order to conduct various preclinical and clinical activities for its development candidates.

In November 2022, the Company established

a majority-owned subsidiary, Nexcella, Inc.

(“Nexcella”), its cell therapy division.

on January 7, 2014, which is focused on developing cell therapies in AL Amyloidosis and select immune-mediated diseases.

In August 2016,

the Company established a wholly-owned Australian subsidiary, Immix Biopharma Australia Pty Ltd.

(“IBAPL”), in order to conduct

various preclinical and clinical activities for its development candidates.

In November 2022, the Company established a majority-owned

subsidiary, Nexcella, Inc.

(“Nexcella”), its cell therapy division, which subsequently merged into the Company in May 2024,

with the Company continuing as the surviving entity.

2 – Summary of Significant Accounting Policies

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The Company uses significant

judgements when making estimates related to the valuation of deferred tax assets and related valuation allowances, accrual and prepayment

of research and development expenses, and stock-based compensation.

Actual results

could differ from those estimates.

judgments when making estimates related to the valuation of deferred tax assets and related valuation allowances, accrual and prepayment

of research and development expenses, and the valuation of stock-based compensation.

Actual results could differ from those estimates.

of Consolidation – The accompanying consolidated financial statements include the accounts of Immix Biopharma, Inc., the accounts

of its 100 % owned subsidiary, IBAPL, and the accounts of its majority owned subsidiary, Nexcella.

All intercompany transactions and balances

have been eliminated in consolidation.

For consolidated entities where the Company owns less than 100 % of the subsidiary, the Company

records net loss attributable to non-controlling interests in its consolidated statements of operations and comprehensive loss equal

to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.

and Going Concern - These consolidated financial statements have been prepared on a going concern basis, which assumes

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

The continuation of the

Company as a going concern is dependent upon the ability of the Company to obtain financing to continue operations.

In December 2021,

the Company received $ 18,648,934 in net proceeds from the initial public offering (“IPO”) of its common stock.

2022, the Company raised additional net proceeds of $ 2,913,750 from the exercise of the underwriter’s over-allotment option in

connection with the Company’s IPO.

On March 22, 2023, the Company entered into an ATM Sales Agreement (the “March Sales Agreement”)

with ThinkEquity LLC (the “Sales Agent”), pursuant to which the Company, issued and sold through the Sales Agent, approximately

$ 5 million of shares of the Company’s common stock in sales deemed to be “at-the-market offerings” as defined in Rule

415(a)(4) promulgated under the Securities Act of 1933, as amended (the “March ATM Facility”) (see Note 6).

As of June 15,

2023, the Company completed the equity raise pursuant to the March Sales Agreement and received net proceeds of $ 4,685,576 under the

March ATM Facility.

On July 14, 2023, the Company entered into an additional ATM Sales Agreement (the “July Sales Agreement”)

with the Sales Agent, pursuant to which the Company, may, from time to time, issue and sell through the Sales Agent shares of the Company’s

common stock in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities

Act of 1933, as amended (the “July ATM Facility”) (see Note 6).

Initially, the Company is eligible to sell up to $ 4,200,000

of its 100 % owned subsidiary, IBAPL, and the accounts of its and the accounts of its subsidiary Nexcella, which was majority owned through

May 2024, and wholly-owned after May 2024, as discussed above.

All intercompany transactions and balances have been eliminated in consolidation.

For consolidated entities where the Company owns less than 100 % of the subsidiary, the Company records net loss attributable to non-controlling

interests in its consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest

retained in such entities by the respective non-controlling parties.

Reporting - The Company manages its operations as a single segment for the purposes of assessing performance and making operating

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The CODM allocates

resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit,

income from operations, and other key financial data.

All significant operating decisions are based upon an analysis of the Company as

one operating segment, which is the same as its reporting segment.

and Going Concern - These consolidated financial statements have been prepared on a going concern basis, which assumes the Company

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

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

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of Form S-3 shall not apply to additional sales made pursuant to the July 2023 Sales Agreement.

August 2023, the Company sold (i) 3,241,076 shares of the Company’s common stock, par value $ 0.0001 , and (ii) Pre-Funded warrants

to purchase 1,913,661 shares of common stock (the “Pre-Funded Warrants”).

The Company received gross proceeds of $ 10 million

from the private placement and net proceeds of approximately $ 9.93 million, after deducting fees and expenses paid by the Company (the

“August 2023 Private Placement”) (see Note 6).

July 14, 2023 through February 5, 2024, the Company has sold 328,136

common shares pursuant to the July ATM Facility for net proceeds of $ 1,091,887 , after offering expenses.

On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus

supplement dated July 14, 2023, relating to the July Sales Agreement by and between the Company and ThinkEquity LLC.

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

with the SEC;

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

February 2024, the Company conducted an underwritten public offering of 5,535,055

shares of its common stock at the public offering

price of $ 2.71

per share, for the net proceeds of $ 13,566,697 ,

after underwriter discounts and offering expenses (the “Offering”).

Pursuant to the underwriting agreement, the Company

granted the underwriter a 30-day over-allotment option to purchase up to an additional 783,970

shares of the Company’s common stock, which was exercised in full on March 1, 2024 for net proceeds of $ 1,954,594 ,

after underwriting discounts and offering expenses (see Note 10).

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

Company’s estimates of its operating expenses and working capital requirements could be incorrect and the Company may use its

cash resources faster than it anticipates, management believes that its cash and cash equivalents on hand at December 31, 2023, and

funds raised from the July ATM Facility and the Offering (see Note 10), will be sufficient to meet the Company’s working capital

requirements through at least March 29, 2025.

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.

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”).

Pursuant to the underwriting agreement, the Company granted the underwriter a 30-day over-allotment option to purchase up to an additional

783,970 shares of the Company’s common stock, which was exercised in full on March 1, 2024 for net proceeds of $ 1,954,594 , after

underwriting discounts and offering expenses (see Note 7).

July 25, 2024, the Company was awarded an $ 8 million grant from the California Institute for Regenerative Medicine (CIRM) to support

the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis.

The award is payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s

clinical trials.

Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions

of the grant, CIRM may suspend or permanently cease disbursements.

Funds received under this grant may only be used for allowable project

costs specifically identified with the CIRM-funded project.

Such costs can include, but are not limited to, salary for personnel, itemized

supplies, consultants, and itemized clinical study costs.

Under the terms of the grant, both CIRM and the Company will co-fund the research

project and the amount of the Company’s co-funding requirement is predetermined as a part of the award.

The Company signed the

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.

Concentration

of Credit Risk - Periodically, the Company may carry cash and cash equivalents balances at financial institutions in excess of the

federally insured limit of $ 250,000 , or the Australian insured limit of AUD 250,000 .

At times, deposits held with financial institutions

may exceed the amount of insurance provided.

The Company has not experienced losses on these accounts and management believes that the

credit risk with regard to these deposits is not significant.

United States federally insured limit of $ 250,000 , or the Australian insured limit of AUD 250,000 .

At times, deposits held with financial

institutions may exceed the amount of insurance provided.

The Company has not experienced losses on these accounts and management believes

that the credit risk with regard to these deposits is not significant.

and Cash Equivalents – The Company’s cash equivalents include short-term highly liquid investments with an original maturity

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

– Equipment is recorded at cost and depreciated over its estimated useful lives using the straight-line depreciation method

of Property and Equipment Estimated Useful Lives

and equipment

and office equipment

and maintenance costs are expensed as incurred.

of Long-lived Assets – The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances

indicate that the carrying amount of such assets may not be recoverable.

Recoverability of a long-lived asset is measured by comparison

of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate.

Any impairment to be recognized

is measured by the amount by which the carrying amount of the asset exceeds its fair value.

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

payable and accrued expenses approximate fair value due to the relatively short period to maturity for these

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

accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments.

value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

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Cash equivalents (money market funds)

of December 31, 2023, the Company had no liabilities required to be measured at fair value on a recurring basis.

of December 31, 2022, the Company had no assets or liabilities required to be measured at fair value on a recurring basis.

Taxes – The Company uses the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets

and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities

and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

must then assess the likelihood that the resulting deferred tax assets will be realized.

A valuation allowance is provided when it is

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

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.

Tax Incentive – IBAPL is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development

(“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”).

The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure

has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received.

The Company recognized

reductions to R&D expense of $ 1,064,745 and $ 236,376 for the years ended December 31, 2023 and 2022, respectively.

Cash equivalents (US Treasuries)

Fair Value Measurements at December 31, 2023

Cash equivalents (money market funds)

Cash equivalents

of December 31, 2024 and 2023, 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.

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.

Deferred offering costs will be deferred and amortized ratably

upon sales under the July ATM Facility, and upon completion, they will be reclassified to additional paid-in capital as a reduction of

the July ATM proceeds.

If the Company terminates the July ATM Facility or there is a significant delay, all of the deferred offering

costs will be immediately written off to operating expenses.

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

related to the July ATM Facility.

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.

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

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the remaining service period after the point when the achievement of the milestone is probable, or the performance condition has been

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

the patents is uncertain.

Accordingly, patent costs are expensed as incurred.

Costs – The Company expenses advertising costs as incurred.

Advertising costs were not significant during the years ended December

31, 2023 and 2022.

and Development Costs – Research and development costs are expensed as incurred.

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of the Company’s therapy candidates, and for license and milestone costs related to in-licensed products and technology.

incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached

commercial feasibility and has no alternative future use.

Such licenses purchased by the Company require substantial completion of research

and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use.

and development costs also include grant reimbursements under government contracts.

Costs incurred in obtaining technology licenses are

charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative

Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing

approval efforts in order to reach commercial feasibility and has no alternative future use.

trial costs are a component of research and development expenses.

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balance sheets, as accumulated other comprehensive income.

Currency Translation and Transaction Gains (Losses) – The Company, and its majority-owned subsidiary Nexcella, maintain their

accounting records in U.S.

The Company’s operating wholly-owned subsidiary, IBAPL, is located in Australia and maintains

its accounting records in Australian Dollars, which is its functional currency.

Assets and liabilities of the subsidiary are translated

dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues

and expenses are translated by using the average exchange rates for the period.

Translation adjustments are reported as a separate component

of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss.

Foreign currency denominated

transactions are translated at exchange rates approximating those in effect at the transaction dates.

Exchange gains and (losses) are

recognized in income and were $ ( 992 ) and $ 2,245 for the years ended December 31, 2023 and 2022, respectively, and are included in general

and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Currency Translation and Transaction Gains (Losses) – The Company and Nexcella, its majority-owned subsidiary through May 2024,

and wholly-owned subsidiary thereafter maintain their accounting records in U.S.

The Company’s operating wholly-owned

subsidiary, IBAPL, is located in Australia and maintains its accounting records in Australian Dollars, which is its functional currency.

Assets and liabilities of the subsidiary are translated into U.S.

dollars at exchange rates at the balance sheet date, equity accounts

are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period.

Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations

and comprehensive loss.

Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the

transaction dates.

Exchange gains and (losses) are recognized in income and were $ ( 39,600 ) and $ ( 992 ) for the years ended December 31,

2024 and 2023, 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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calculation of net loss per share, included stock options and warrants for 4,463,488 and 2,910,061 common shares, respectively.

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

and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these

assets during the period of construction or installation of the assets.

No provision for depreciation is made on construction-in-progress

until such time as the relevant assets are completed and ready for their intended use.

useful lives of the Company’s assets are as follows:

of Property and Equipment Useful Lives

Operating equipment

Electronic equipment

Office equipment

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

are included in the Company’s results of operations.

The costs of maintenance and repairs are recognized to expenses as incurred;

significant renewals and betterments are capitalized.

- At the inception of a contract the Company determines if the arrangement is, or contains a lease.

Operating lease right-of-use

(“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent

its obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement

date based on the present value of the lease payments over the lease term.

Lease expense is recognized on a straight-line basis over

the lease term.

Company has made certain accounting policy elections whereby it (i) does not recognize ROU assets or lease liabilities for short-term

leases (those with original terms of 12-months or less) and (ii) separates lease and non-lease elements of its operating leases as separate

lease components.

As of December 31, 2024 and 2023, the Company did not have any finance leases.

of Long-lived Assets – The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances

indicate that the carrying amount of such assets may not be recoverable.

Recoverability of a long-lived asset is measured by comparison

of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate.

Any impairment to be recognized

is measured by the amount by which the carrying amount of the asset exceeds its fair value.

Taxes – The Company uses the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets

and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities

and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

must then assess the likelihood that the resulting deferred tax assets will be realized.

A valuation allowance is provided when it is

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

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.

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

the patents is uncertain.

Accordingly, patent costs are expensed as incurred.

Costs – The Company expenses advertising costs as incurred.

Advertising costs were not significant during the years ended December

31, 2024 and 2023.

Income – The Company records grant income when both the following conditions are met;

all terms and conditions for disbursement

milestones have been met and the related co-funding disbursement is probable.

Grant income is presented as a separate component of other

income (expense).

Growth Company Status - The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our

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

Reclassifications

Certain reclassifications have been made to the prior

year financial statements to conform to the current year presentation.

These reclassifications had no effect on our previously reported

results of operations or accumulated deficit.

Accounting Pronouncements – In November

2023, the FASB issued ASU 2023-07 , Segment Reporting ( Topic 280 ) :

Improvements to Reportable Segment Disclosures,

which requires disclosure of incremental segment information on an annual and interim basis.

This ASU is effective for fiscal years

beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

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

In December 2023, the FASB issued ASU 2023-09 , Income Taxes ( Topic 740 ) :

Improvements to

Income Tax Disclosures, which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning

after December 15, 2024, with early adoption permitted.

The amendment should be applied on a prospective basis while retrospective application

is permitted.

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

3 – Agreements with Nexcella Subsidiary

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.

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.

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.

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

Nexcella Founders Agreement provides that prior to a Qualified IPO (as defined in Nexcella’s Amended and Restated Certificate of

Nexcella Founders Agreement provided that prior to a Qualified IPO (as defined in Nexcella’s Amended and Restated Certificate of

Incorporation, as amended (the “Nexcella COI”)) or Qualified Change in Control (as defined in the Nexcella COI), the Company

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Nexcella, on December 21, 2022, the Company loaned Nexcella approximately $ 2.1 million, evidenced by a senior unsecured promissory note,

representing the up-front fee required to acquire Nexcella’s license agreement with Hadasit Medica Research Services & Development,

representing the up-front fee required to acquire Nexcella’s license agreement with Hadasit Medical Research Services & Development,

(“HADASIT”) and BIRAD Research and Development Company Ltd.

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its research and development activities.

The note, which matures on January 31, 2030 , accrues interest at a rate of 7.875 % per annum

and is convertible into shares of common stock of Nexcella at a conversion price of $ 2.00 per share, subject to adjustment;

however, that such note shall automatically convert into shares of Nexcella common stock immediately prior to certain conversion triggers

set forth in the note.

The note, which had a maturity date of January 31, 2030 , accrued interest at a rate of 7.875 %

per annum and was convertible into shares of common stock of Nexcella at a conversion price of $ 2.00 per share, subject to adjustment;

provided, however, that such note shall automatically convert into shares of Nexcella common stock immediately prior to certain conversion

triggers set forth in the note.

Nexcella may not prepay the note without the Company’s prior written consent.

The Nexcella Founders Agreement

has a term of 15 years, which, upon expiration, automatically renews for successive one-year periods unless terminated by the Company

upon notice at least six months prior to the end of the term or upon the occurrence of a Change of Control (as defined in the Nexcella

Founders Agreement).

In connection with the Nexcella Founders Agreement, the Company was issued 250,000 shares of Nexcella’s Class

A Preferred Stock, 1,000,000 shares of Nexcella’s Class A Common Stock, and 5,000,000 shares of Nexcella’s common stock.

The Class A Preferred Stock is identical to the common stock other than as to conversion rights, the PIK Dividend right (as defined below)

and voting rights.

share of Class A Preferred Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s

The note and accrued

interest were converted in full prior to the Nexcella Absorption.

The Nexcella Founders Agreement had a term of 15 years, which, upon

expiration, would automatically renew for successive one-year periods unless terminated by the Company upon notice at least six months

prior to the end of the term or upon the occurrence of a Change of Control (as defined in the Nexcella Founders Agreement).

In connection

with the Nexcella Founders Agreement, the Company was issued 250,000 shares of Nexcella’s Class A Preferred Stock, 1,000,000 shares

of Nexcella’s Class A Common Stock, and 5,000,000 shares of Nexcella’s common stock.

The Class A Preferred Stock was identical

to the common stock other than as to conversion rights, the PIK Dividend right (as defined below) and voting rights.

share of Class A Preferred Stock was convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s

common stock, subject to certain adjustments.

As a holder of Nexcella’s Class A Preferred Stock, the Company will receive on each

March 13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock is converted into Nexcella’s

As a holder of Nexcella’s Class A Preferred Stock, the Company received on each March

13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock was converted into Nexcella’s

common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable

shares of Nexcella common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant

to such PIK Dividend is equal to 2.5 % of Nexcella’s fully-diluted outstanding capitalization on the date that is one business day

prior to any PIK Dividend Payment Date.

In addition, as a holder of Class A Preferred Stock, the Company will be entitled to cast for

to such PIK Dividend was equal to 2.5 % of Nexcella’s fully-diluted outstanding capitalization on the date that was one business

day prior to any PIK Dividend Payment Date.

In addition, as a holder of Class A Preferred Stock, the Company was entitled to cast for

each share of Class A Preferred Stock held as of the record date for determining stockholders entitled to vote on matters presented to

the stockholders of Nexcella, the number of votes that is equal to 1.1 times a fraction, the numerator of which is the sum of (A) the

the stockholders of Nexcella, the number of votes that was equal to 1.1 times a fraction, the numerator of which was the sum of (A) the

shares of outstanding Nexcella common stock and (B) the whole shares of Nexcella common stock into which the shares of outstanding Nexcella

Class A Common Stock and the Class A Preferred Stock are convertible and the denominator of which is the number of shares of outstanding

Class A Common Stock and the Class A Preferred Stock were convertible and the denominator of which was the number of shares of outstanding

Nexcella Class A Preferred Stock.

share of Class A Common Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s

share of Class A Common Stock was convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s

common stock, subject to certain adjustments.

In addition, upon a Qualified IPO (as defined in the Nexcella COI) or Qualified Change

in Control (as defined in the Nexcella COI), each share of Class A Common Stock will automatically convert into one fully paid and nonassessable

in Control (as defined in the Nexcella COI), each share of Class A Common Stock would automatically convert into one fully paid and nonassessable

share of Nexcella’s common stock;

provided however, if at that time, the Class A Common Stock is not then convertible into a number

provided however, if at that time, the Class A Common Stock was not then convertible into a number

of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A

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based on the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified

Change of Control, the Class A Common Stock will automatically convert into such number of shares of Nexcella common stock (or such other

capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of $5,000,000 based

on the initial offering price in such initial public offering or the implied value of a share of Nexcella common stock resulting from

the price paid upon the consummation of such Qualified Change of Control (or if such Qualified Change of Control results in the Class

A Shares being exchanged solely for cash, then $5,000,000 in cash) .

The Company is entitled to cast such number of votes equal to the

number of whole shares of Nexcella common stock into which the Company’s Class A Common Stock is convertible as of the record date

for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella.

addition to the foregoing, the Company is entitled to one vote for each share of Nexcella common stock held by it.

Change of Control, the Class A Common Stock would automatically convert into such number of shares of Nexcella common stock (or such

other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of $5,000,000

based on the initial offering price in such initial public offering or the implied value of a share of Nexcella common stock resulting

from the price paid upon the consummation of such Qualified Change of Control (or if such Qualified Change of Control results in the

Class A Shares being exchanged solely for cash, then $5,000,000 in cash).

The Company was entitled to cast such number of votes equal

to the number of whole shares of Nexcella common stock into which the Company’s Class A Common Stock was convertible as of the

record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella.

addition to the foregoing, the Company was entitled to one vote for each share of Nexcella common stock held by it.

Except as provided

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of Nexcella common stock, as a single class.

additional consideration under the Nexcella Founders Agreement, Nexcella will also:

additional consideration under the Nexcella Founders Agreement, Nexcella also agreed to:

(i) pay an equity fee in shares of common stock,

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90 days of the end of each calendar year.

In the event of a Change of Control, Nexcella will pay a one-time change in control fee equal

to five times the product of (A) Net Sales for the 12 months immediately preceding the Change of Control and (B) 4.5% .

In the event of a Change of Control, Nexcella agreed to pay a one-time change in control fee

equal to five times the product of (A) Net Sales for the 12 months immediately preceding the Change of Control and (B) 4.5%.

Services Agreement

as of December 8, 2022, the Company entered into a Management Services Agreement (the “Nexcella MSA”) with Nexcella.

to the terms of the Nexcella MSA, the Company will render management, advisory and consulting services to Nexcella.

Services provided

under the Nexcella MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Nexcella’s

operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of

Nexcella with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”).

At the request

of the Company, Nexcella will utilize clinical research services, medical education, communication and marketing services and investor

relations/public relation services of companies or individuals designated by the Company, provided those services are offered at market

In consideration for the Services, Nexcella will pay the Company an annual base management and consulting fee of $ 500,000 (the

“Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter

in each year;

provided, however, that such Annual Consulting Fee will be increased to $ 1.0 million for each calendar year in which Nexcella

has Net Assets (as defined in the Nexcella MSA) in excess of $ 100 million at the beginning of the calendar year.

Notwithstanding the

foregoing, the first Annual Consulting Fee payment is not due until first business day of the calendar quarter immediately following

the completion of the first equity financing for Nexcella that is in excess of $ 10 million in gross proceeds, which hasn’t yet

The first payment will include all amounts in arrears from the effective date of the Nexcella MSA through such payment as well

as the amounts in advance for such first quarterly payment.

Actual and direct out-of-pocket expenses reasonably incurred by the Company

in performing the Services are required to be reimbursed to the Company by Nexcella.

The Nexcella MSA continues for a period of five

years from the effective date thereof and shall be automatically extended for additional five year periods unless the Company and Nexcella

provide written notice to not extend the term at least 90 days prior to the end of the term, unless the Nexcella MSA is terminated earlier

by mutual agreement of the Company and Nexcella.

to the terms of the Nexcella MSA, the Company rendered management, advisory and consulting services to Nexcella.

Services provided under

the Nexcella MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Nexcella’s operations,

clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Nexcella with

accountants, attorneys, financial advisors and other professionals (collectively, the “Services”).

At the request of the

Company, Nexcella utilized clinical research services, medical education, communication and marketing services and investor relations/public

relation services of companies or individuals designated by the Company, provided those services are offered at market prices.

In consideration

for the Services, Nexcella paid the Company an annual base management and consulting fee of $ 500,000 (the “Annual Consulting Fee”).

Notwithstanding the foregoing, the first Annual Consulting Fee payment was not due until the first business day of the calendar quarter

immediately following the completion of the first equity financing for Nexcella that was in excess of $ 10 million in gross proceeds,

which did not occur.

Actual and direct out-of-pocket expenses reasonably incurred by the Company in performing the Services were reimbursed

to the Company by Nexcella.

Nexcella MSA was terminated on May 20, 2024 in connection with the Nexcella Absorption.

In addition, as a result of the Nexcella Absorption,

the Class A Preferred Stock, Class A Common Stock, and the Founders Agreement cease to exist.

4 – Prepaid Expenses and Other Current Assets

expenses and other current assets consist of the following as of December 31, 2024 and 2023:

of Prepaid Expenses and Other Current Assets

Schedule of Prepaid Expenses and

Other Current Assets

December 31, 2024

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payable and accrued expenses consist of the following as of December 31, 2024 and 2023:

Schedule of Accounts Payable and

Accrued Expenses

of Accounts Payable and Accrued Expenses

December 31, 2024

6 unchanged sentences

Total accounts payable and accrued expenses

6 – Property and Equipment

and equipment at December 31, 2024 and 2023 consisted of:

of Property and Equipment

December 31, 2024

December 31, 2023

Operating equipment

Office equipment

Total property and equipment, gross

Accumulated depreciation

Property and equipment

excluding construction in progress

Construction in progress

Total property and equipment

the years ended December 31, 2024 and 2023, depreciation expense amounted to $ 32,941 and $ 5,468 , 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.

7 – Stockholders’ Equity

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2023 ATM Sales Agreement

March 22, 2023, the Company entered into the March Sales Agreement with the Sales Agent pursuant to which the Company could offer and

sell, from time to time, through the Sales Agent, shares (the “March Shares”) of the Company’s common stock, par value

$ 0.0001 per share, having an aggregate offering price of up to $ 5,000,000 , subject to the terms and conditions set forth in the March

Sales Agreement.

The March Shares were offered and sold pursuant to the Company’s prospectus supplement, dated March 22, 2023,

filed by the Company with the SEC on March 22, 2023, including the accompanying base prospectus forming a part of the Company’s

Registration Statement on Form S-3 (File No.

333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective

by the SEC on January 11, 2023.

The aggregate market value of March Shares eligible for sale under the Sales Agreement was subject to

the limitations of General Instruction I.B.6 of Form S-3.

the March Sales Agreement, the Sales Agent sold the March Shares in sales deemed to be “at-the-market offerings” as defined

in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly

on or through The Nasdaq Capital Market, in negotiated transactions at market prices prevailing at the time of sale or at prices related

to such prevailing market prices, and/or any other method permitted by law.

The Company could instruct the Sales Agent not to sell any

March Shares if the sales could not be effected at or above the price designated by the Company from time to time.

Company paid the Sales Agent a fixed commission rate of 3.75 % of the aggregate gross proceeds from the sale of the March Shares pursuant

to the March Sales Agreement.

In addition, the Company paid an expense deposit of $ 15,000 to the Sales Agent, which was applied against

the actual out-of-pocket accountable expenses that were paid by the Company to the Sales Agent in connection with the offering.

reimbursed the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales

Agent’s legal counsel up to $ 50,000 and reimbursed the Sales Agent, upon request, for such costs, fees and expenses in an amount

not to exceed $ 7,500 on a quarterly basis for the first three fiscal quarters of each year and $ 10,000 for the fiscal fourth quarter

of each year.

Furthermore, the Company provided indemnification and contribution to the Sales Agent with respect to certain liabilities,

including liabilities under the Securities Act.

the year ended December 31, 2023, the Company sold 2,263,868 March Shares pursuant to the March ATM Facility for net cash proceeds of

$ 4,811,393 , after deducting commissions.

In addition, the Company amortized $ 125,817 of deferred offering costs for fees paid related

to the March ATM Facility.

ATM Sales Agreement

July 14, 2023, the Company entered into the July Sales Agreement with the Sales Agent pursuant to which the Company may offer and sell,

from time to time, through the Sales Agent, shares (the “July Shares”) of the Company’s common stock, par value $ 0.0001

per share, subject to the terms and conditions set forth in the Sales Agreement.

Initially, the Company is eligible to sell up to $ 4,200,000

worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock eligible for sale under

the July Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s

public float equals or exceeds $ 75.0 million.

In the event the aggregate market value of the Company’s outstanding common stock

held by non-affiliates equals or exceeds $ 75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6

of Form S-3 shall not apply to additional sales made pursuant to the July Sales Agreement.

The July Shares will be offered and sold pursuant

to the Company’s prospectus supplement, dated July 14, 2023, filed by the Company with the SEC on July 14, 2023, including the

accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3 (File No.

333-269100) filed by

the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023.

the July Sales Agreement, the Sales Agent may sell the July Shares in sales deemed to be “at-the-market offerings” as defined

in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or any

other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time

of sale or at prices related to such prevailing market prices, and/or any other method permitted by law.

The Company may instruct the

Sales Agent not to sell any July Shares if the sales cannot be effected at or above the price designated by the Company from time to

July 14, 2023, the Company entered into the July 2023 Sales Agreement with the Sales Agent pursuant to which the Company may offer and

sell, from time to time, through the Sales Agent, shares (the “July Shares”) of the Company’s common stock, par value

$ 0.0001 per share, subject to the terms and conditions set forth in the July 2023 Sales Agreement.

Initially, the Company is eligible

to sell up to $ 4,200,000 worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock

eligible for sale under the July 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.

The July Shares

will be offered and sold pursuant to the Company’s prospectus supplement, dated July 14, 2023, filed by the Company with the SEC

on July 14, 2023, including the accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3

333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023.

the July 2023 Sales Agreement, the Sales Agent may sell the July Shares in sales deemed to be “at-the-market offerings” as

defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market

or any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at

the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law.

The Company may instruct

the Sales Agent not to sell any July Shares if the sales cannot be effected at or above the price designated by the Company from time

Company will pay the Sales Agent a fixed commission rate of 3.75 % of the aggregate gross proceeds from the sale of the July Shares pursuant

to the Sales Agreement.

The Company has paid an expense deposit of $ 15,000 to the Sales Agent, which will be applied against the actual

out-of-pocket accountable expenses that will be paid by the Company to the Sales Agent in connection with the offering.

The Company has

agreed to reimburse the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of

the Sales Agent’s legal counsel up to $ 50,000 , and shall reimburse the Sales Agent, upon request, for such costs, fees and expenses

in an amount not to exceed $ 7,500 on a quarterly basis for the first three fiscal quarters of each year and $ 10,000 for the fiscal fourth

quarter of each year.

The Company has also agreed to provide indemnification and contribution to the Sales Agent with respect to certain

liabilities, including liabilities under the Securities Act.

the year ended December 31, 2023, the Company sold 259,834

July Shares pursuant to the July ATM Facility for net cash proceeds of $ 801,442 ,

after deducting commissions.

In addition, the Company recorded offering expenses of $ 26,478

and amortized $ 21,570

of deferred offering costs for fees paid related to the July ATM Facility.

2023 Private Placement

August 21, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain

accredited investor (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser in a private placement

transaction (the “Private Placement”) (i) 3,241,076 shares (the “Shares”) of the Company’s common stock,

par value $ 0.0001 , and (ii) Pre-Funded warrants to purchase 1,913,661 shares of common stock (the “Pre-Funded Warrants”).

The purchase price per share of common stock was $ 1.94 per share (the “Purchase Price”) and the purchase price for the Pre-Funded

Warrants was the Purchase Price minus $ 0.0001 per Pre-Funded Warrant.

The Company received gross proceeds of $ 10 million from the Private

Placement and net proceeds of $ 9,934,153 , after deducting fees and expenses paid by the Company.

The Company intends to use the proceeds

of the August 2023 Private Placement for working capital and general corporate purposes.

Pre-Funded Warrants have a per share exercise price of $ 0.0001 , subject to proportional adjustments in the event of stock splits or combinations

or similar events.

The Pre-Funded Warrants will not expire until exercised in full.

The Pre-Funded Warrants contain a “blocker”

provision providing that a holder (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder

would own more than 19.99 % of the outstanding shares of common stock of the Company.

The Securities Purchase Agreement contains customary

representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of

Shares and Pre-Funded Warrants, and the common stock issuable upon the exercise of the Pre-Funded Warrants, have not been registered

under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption from registration

provided in Section 4(a)(2) under the Securities Act.

to the Securities Purchase Agreement, the Company filed with the SEC a Registration Statement on Form S-3 (File No.

333-274684) on September

25, 2023 and declared effective by the SEC on September 28, 2023, to register the resale of the Shares and Pre-Funded Warrants.

of the Pre-Funded Warrants have been exercised to date.

to the July 2023 Sales Agreement.

The Company has paid an expense deposit of $ 15,000 to the Sales Agent, which will be applied against

the actual out-of-pocket accountable expenses that will be paid by the Company to the Sales Agent in connection with the offering.

Company has agreed to reimburse the Sales Agent for all expenses related to the offering including, without limitation, the fees and

expenses of the Sales Agent’s legal counsel up to $ 50,000 , and shall reimburse the Sales Agent, upon request, for such costs, fees

and expenses in an amount not to exceed $ 7,500 on a quarterly basis for the first three fiscal quarters of each year and $ 10,000 for

the fiscal fourth quarter of each year.

The Company has also agreed to provide indemnification and contribution to the Sales Agent with

respect to certain liabilities, including liabilities under the Securities Act 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.

Common Stock Issuances

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.

the year ended December 31, 2024, the Company issued 1,251 shares of common stock upon the exercise of certain common stock options for

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

shares of its common stock, valued at $ 247,500 ,

in exchange for future services.

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

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

related to the fair value of the shares of common stock.

As of December 31, 2023, the Company has $ 14,876

of unamortized stock-based compensation which will be amortized over the remaining service period.

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

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

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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

January 5, 2022, the Company sold 630,000 shares of its common stock pursuant to the full exercise of the over-allotment option in connection

with the Company’s IPO.

The shares were sold at the IPO price of $ 5.00 per share, resulting in gross proceeds of $ 3,150,000 and

bringing the total gross proceeds of the IPO to $ 24,150,000 .

In connection with the exercise of the over-allotment, the Company paid

$ 243,275 in offering costs resulting in net proceeds of $ 2,913,750 and bringing total net proceeds to $ 21,562,684 .

the year ended December 31, 2022, the Company issued 43,264 shares of its common stock with a fair value of $ 100,000 for services.

the year ended December 31, 2022, the Company purchased 72,363 shares of its common stock at a cost of $ 99,963 pursuant to its share

repurchase program.

The shares are being held in treasury.

The share repurchase plan was approved by the Company’s board of directors

(“Board of Directors” or “Board”) on May 9, 2022 and authorized the repurchase of up to $ 1,000,000 of the Company’s

common stock.

The share repurchase plan expired on December 31, 2022.

the year ended December 31, 2022, the Company issued 62,532 shares of its common stock upon the cashless exercise of 140,992 stock options.

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 $ 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.

2016, the Board of Directors of the Company approved the Immix Biopharma, Inc.

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

As of December 31, 2023, there were 1,040,777 shares of the Company’s common stock remaining to be issued under the

Amended 2021 Plan.

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 .

the year ended December 31, 2023, the Compensation Committee of the Board of Directors approved the issuance of options to purchase 136,670

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equal monthly installments .

the year ended December 31, 2022, the Company granted options to purchase 500,000 shares of the Company’s common stock to officers

of the Company, and granted options to purchase 91,250 shares of the Company’s common stock to non-employee members of the Board

of Directors and scientific advisors of the Company.

The exercise price of the options is $ 2.64 -$ 5.83 and the options expire ten years

following grant.

These options vest in equal monthly installments beginning on the grant date ranging from 12 to 48 months.

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

December 31, 2024 and 2023:

of Weighted Average Assumption to Estimate the Fair Value of Stock Options

of Stock Option Valuation Assumption

Expected life (years)

Risk-free interest rate

4.12 - 4.38 %

1.70 - 3.06 %

Dividend rate

The Company recognized stock-based compensation of $ 731,329

and $ 476,746

related to stock options for the years ended December 31, 2023 and 2022, respectively, which is included in general and

administrative expenses.

Company recognized stock-based compensation of $ 1,404,044 and $ 731,329 related to stock options for the years ended December 31, 2024

and 2023, respectively, which is included in general and administrative expenses.

of December 31, 2024, the Company had unrecognized stock-based compensation expense of $ 2,779,882 , related to unvested stock options,

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following table discloses information regarding outstanding and exercisable options at December 31, 2024:

Schedule of Stock Outstanding and Exercisable

Exercise Price

of Stock Outstanding and Exercisable

Exercise Price Range

Exercise Price

$ 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

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As of December 31, 2024, the intrinsic value for the options vested

and outstanding was $ 6,423,762 and $ 12,567,619 , respectively.

and outstanding was $ 1,185,433 .

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

January 5, 2022, in connection with the issuance of shares of the Company’s common stock pursuant to the exercise of the over-allotment

discussed above, the Company issued warrants for the purchase of 31,500 shares of the Company’s common stock with a term of 5 years

and an exercise price of $ 6.25 per share, which warrants vested six months after the date of issuance.

following table summarizes the stock warrant activity for the years ended December 31, 2024 and 2023:

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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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Equity Transactions

of December 31, 2023, the Company’s controlling interest, on a fully dilutive basis, of Nexcella represents 91.6 % of Nexcella’s

total common stock equivalents outstanding.

Nexcella 2022 Equity Incentive Plan (the “2022 Plan”) allows for Nexcella’s Board of Directors to grant various forms

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On May 29, 2023, Nexcella’s Board of Directors approved

the Second Amended and Restated Nexcella 2022 Equity Incentive Plan, which submitted an increase to the number of shares of Nexcella

common stock issuable under the plan from 375,000 shares to 607,640 shares.

On August 11, 2023, Nexcella’s Board of Directors requested

the Third Amended and Restated 2022 Equity Incentive Plan, which increased the number of shares of Nexcella common stock issuable under

the plan from 607,640 to 800,000 shares.

The Nexcella shareholders subsequently approved the increase in Nexcella common stock issuable

under the plan to 800,000 .

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

the Second Amended and Restated Nexcella 2022 Equity Incentive Plan, which increased to the number of shares of Nexcella common stock

issuable under the plan from 375,000 shares to 607,640 shares.

On August 11, 2023, Nexcella’s Board of Directors requested the

Third Amended and Restated 2022 Equity Incentive Plan, which increased the number of shares of Nexcella common stock issuable under the

plan from 607,640 to 800,000 shares.

The Nexcella shareholders subsequently approved the increase in Nexcella common stock issuable under

the plan to 800,000 shares.

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

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Dividend based on the total dilutive shares of Nexcella outstanding as of March 12, 2023.

December 8, 2022, Nexcella issued 350,000 shares of Nexcella restricted common stock to the officers of the Company for services to be

performed, which vest in 48 equal monthly installments.

The stock was valued at a share price of $ 6.49 on the date of issuance, which

represents the most recent cash sales price of Nexcella’s common stock, for a total value of $ 2,271,500 related to services.

the year ended December 31, 2023, the Board of Directors of Nexcella, granted 179,784 shares of restricted common stock to the non-employee

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a total value of $ 1,166,798 related to services.

the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 950,672 and $ 47,323 , respectively,

related to the total value, which was included in general and administrative expenses.

The unrecognized stock-based compensation expense

of $ 2,440,303 related to unvested restricted common stock is expected to be recognized over the remaining vesting period of 2.42 years.

As of December 31, 2023, 144,628 shares of restricted common stock have vested with the remaining 385,156 restricted shares to vest over

the vesting period of 2.42 years.

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

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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 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 of December 31, 2023, Nexcella had unrecognized stock-based compensation expense of $ 813,378 ,

related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 2.41 years.

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

Schedule of Stock Option Activity

of Stock Option Activity

Average Exercise

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Outstanding and expected to vest, December 31, 2024

following table discloses information regarding outstanding and exercisable options at December 31, 2023:

Schedule of Stock Outstanding and Exercisable

Exercise Price

8 – Licenses Acquired

and License Agreement with HADASIT and BIRAD

December 8, 2022, Nexcella entered into a Research and License agreement with HADASIT and BIRAD (collectively, the “Licensors”)

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in such country.

the year ended December 31, 2023 and 2022, the Company recorded R&D expenses of $ 2,793,712 and $ 1,500,000 , respectively, related

to the license agreement.

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”)

with the Licensors.

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.

the year ended December 31, 2024 and 2023, the Company recorded research and development expenses of $ 4,639,363 and $ 2,793,712 , respectively,

related to the license agreement and first amendment.

License Agreement with U.S.

Medical Research Foundation

August 2024, the Company entered into a Patent License Agreement (“License Agreement”) with a U.S.

medical research foundation

pursuant to which the Company was granted certain exclusive and nonexclusive licenses and sublicenses to intellectual and tangible property

for the development and commercialization of cell therapy products (“Licensed Products”).

Pursuant to the terms of the License

Agreement, the Company shall pay an up-front payment in three installments of $ 500,000 , with the first installment due concurrent with

the signing of the agreement and the second and third installments due in January and July 2025, respectively.

Under the license agreement,

the Company must also pay a mid-single-digit net licensed product sales royalty, and milestone payments corresponding with the initiation

and completion of Phase II studies in the amounts of $ 1.5 million and $ 2 million, respectively, as well as a $ 10 million milestone payment

at the initiation of Phase III studies and a $ 13.5 million dollar milestone payment in the event of first commercial sale of a licensed

To date, no amounts have been paid under this license agreement.

9 - CIRM Grants

July 25, 2024, the Company was awarded an $ 8 million grant from the California Institute for Regenerative Medicine to support the clinical

development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis.

payable to the Company upon achievement of milestones that are primarily based on patient enrollment in the Company’s clinical

Additionally, if CIRM determines, in its sole discretion, that the Company has not complied with the terms and conditions of

the grant, CIRM may suspend or permanently cease disbursements.

Funds received under this grant may only be used for allowable project

costs specifically identified with the CIRM-funded project.

Such costs can include, but are not limited to, salary for personnel, itemized

supplies, consultants, and itemized clinical study costs.

Under the terms of the grant, both CIRM and the Company will co-fund the research

project and the amount of the Company’s co-funding requirement is predetermined as a part of the award.

The Company signed the

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.

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

space in California under a non-cancelable operating lease that expires in December 2033.

Under the terms of the lease, the Company is

required to pay monthly base rents ranging from $ 11,900 to $ 16,218 , and pay its proportionate share of property taxes, insurance and

normal maintenance costs.

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

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

December 31, 2024

Operating lease cost

Short-term lease cost

Total lease cost

following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at December 31, 2024:

of Lease Related Assets and Liabilities

December 31, 2024

Operating Leases

Operating lease right-of-use assets

Right of use liability operating lease current portion

Right of use liability operating lease long term

Total operating lease liabilities

Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily

determinable.

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, 2024:

of Maturity Lease Liability

2029 and thereafter

Total future undiscounted lease payments

Present value of lease liabilities

11 – Income Taxes

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

The Federal credits begin to expire in 2034, unless previously utilized, while the

State credits do not expire .

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.

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Other permanent items and tax credits

( 1,676,951 )

Other non-deductible expenses

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As of December 31, 2023, the MSA has expired and the Company does not intend to extend the MSA;

the royalty obligations shall survive the termination of 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.

Although the results of litigation and claims

cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property

Although the results of litigation and

claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property

is subject that we believe to be material.

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June 18, 2021, the Company entered into an Employment Agreement with Ilya Rachman (as amended, the “Rachman Employment Agreement”),

effective for a three-year term.

Pursuant to the Rachman Employment Agreement, the Company employs Dr.

Rachman as Chief Executive Officer

Rachman was entitled to a base salary of $ 360,000 annually.

Rachman was also entitled to a performance-based bonus of 100 %

of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined

by the Board.

On July 14, 2022, the Compensation Committee of the Board of Directors approved a new compensation package for Dr.

and on November 9, 2022, the Company entered into an amendment to the Rachman Employment Agreement dated as of June 18, 2021 pursuant

to which (i) Dr.

Rachman’s annual base salary was increased to $ 425,000 , retroactive as of January 1, 2022 and (ii) entitling Dr.

Rachman to a performance-based bonus of up to 50 % of his base salary (subject to, and determined by, the Board in its sole discretion)

plus additional performance bonuses to be determined by the Board.

In addition, on July 14, 2022, the Company issued Dr.

Rachman options

to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $ 2.64 per share.

Unless terminated by the

effective for a three-year term, subject to the terms of the agreement which provide that unless the Company and Dr.

Rachman have otherwise

agreed in writing, if Dr.

Rachman continues to work for the Company after the expiration of the term (which he has), his employment shall

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.

Rachman to terminate the agreement for “good reason”

Rachman to be paid severance in the event his employment is terminated by the Company without cause or by Dr.

good reason will no longer apply, and the Rachman Employment Agreement currently remains in effect pursuant to such terms.

the Rachman Employment Agreement, the Company employs Dr.

Rachman as Chief Executive Officer and Dr.

Rachman was entitled to a base salary

of $ 360,000 annually.

Rachman was also entitled to a performance-based bonus of 100 % of the base salary (subject to, and determined

by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board.

On November 9, 2022 and May

12, 2023, the Company entered into amendments to the Rachman Employment Agreement dated as of June 18, 2021 pursuant to which (i) Dr.

Rachman’s annual base salary was increased to $ 425,000 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” (as such terms are defined in the Rachman Employment

Agreement), upon termination, Dr.

Rachman will be entitled only to his base salary through the date of termination, valid expense reimbursements

and unused vacation pay.

If terminated by the Company without “cause” or by Dr.

Rachman with “good reason,” he

is entitled to be paid his base salary through the end of the term at the rate of 150 % , valid expense reimbursements and accrued but

unused vacation pay.

On March 7, 2023, the Compensation Committee of the Board of Directors approved an increase in the annual base salary

and on May 12, 2023, the Company entered into an amendment to the Rachman Employment Agreement pursuant to which Dr.

annual base salary was increased to $ 446,000 , effective January 1, 2023.

Rachman’s employment agreement contains provisions

for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination

other than by the Company without “cause” or by Dr.

Rachman with “good reason” (generally imposing restrictions

on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company

and (iii) soliciting or accepting business from our customers for a period of six months following termination).

Pursuant to the Rachman

Employment Agreement, Dr.

Rachman may serve as a consultant to, or on boards of directors of, or in any other capacity to, other companies

provided that they will not interfere with the performance of his duties to the Company.

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

salary for Dr.

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

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.

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

Chief Financial Officer and a member of the Board, is sole member, effective for a three-year term, which was amended effective June

18, 2021 (as amended, the “Morris MSA”).

Chief Financial Officer and a member of the Board, is sole member, which was amended effective June 18, 2021 (as amended, the “Morris

The Morris MSA had an initial two-year term, automatically renewable thereafter for successive one year terms unless terminated

by either party, and currently has a term through March 18, 2025.

Pursuant to the Morris MSA, the Company employs Mr.

Morris as Chief Financial Officer

Morris as Chief

Financial Officer and Mr.

Morris was entitled to a base salary of $ 240,000 annually beginning in December 2021 ($ 120,000 annually prior).

also entitled to a performance-based bonus of 100 % of the base salary (subject to, and determined by, the Board in its sole discretion)

Morris was also entitled to a performance-based bonus of 100 % of the base salary (subject to, and determined by, the Board in its

sole discretion) plus additional performance bonuses to be determined by the Board.

On November 9, 2022 and May 12, 2023, the Company

entered into amendments to the Morris MSA dated as of March 24, 2021, pursuant to which (i) Mr.

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.

On July 14, 2022, the Compensation Committee of the Board of Directors

approved a new compensation package for Mr.

Morris, and on November 9, 2022, the Company entered into an amendment to the Morris MSA

dated as of March 24, 2021 pursuant to which (i) Mr.

Morris’ annual base salary was increased to $ 425,000 , retroactive as of January

1, 2022 and (ii) entitling Mr.

Morris to a performance-based bonus of up to 50 % of his base salary (subject to, and determined by, the

Board in its sole discretion) plus additional performance bonuses to be determined by the Board.

In addition, on July 14, 2022, the company

Morris options to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $ 2.64 per share.

Unless terminated by the Company without “cause” or by Alwaysraise LLC (as such terms are defined in the Morris MSA), upon

termination, Mr.

Morris will be entitled only to his base salary through the date of termination, valid expense reimbursements and unused

vacation pay.

If terminated by the Company without “cause,” he is entitled to be paid his base salary through the end of

the term at the rate of 150 % , valid expense reimbursements and accrued but unused vacation pay.

On March 7, 2023, the Compensation Committee

of the Board of Directors approved an increase in annual base salary, and on May 12, 2023, the Company entered into an amendment to the

Morris MSA pursuant to which the Mr.

Morris’ annual base salary was increased to $ 446,000 , effective January 1, 2023.

MSA contains provisions for the protection of the Company’s intellectual property and confidential information.

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

salary for Mr.

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

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

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

Graham Ross, the Company’s consulting Acting Chief Medical Officer and Head of Clinical Development is the sole member, regarding

Ross’ provision of consultative services to the Company (the “Offer Letter”).

Pursuant to the Offer Letter (signed

Ross on June 24, 2021), Dr.

Graham Ross, the Company’s Acting Chief Medical Officer and Head of Clinical Development, is the sole member, regarding Dr.

provision of consultative services to the Company (the “Offer Letter”).

Pursuant to the Offer Letter (signed by Dr.

on June 24, 2021), Dr.

Ross is entitled to an hourly rate for his consulting services and an option grant.

On June 24, 2021,

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

On June 24, 2021, the Company

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

Collaboration

13 unchanged sentences

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

Common Stock Issuance – July

to December 31, 2023, the Company sold a total of 68,302

shares of its common stock under the July ATM Facility for aggregate net proceeds of $ 425,728 after deducting commissions and SEC fees.

On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus

supplement dated July 14, 2023, relating to the July Sales Agreement by and between the Company and ThinkEquity LLC.

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

with the SEC;

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

Common Stock Issuance – Public Offering

On February 5, 2024, the Company

entered into an Underwriting Agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital

Partners, LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 5,535,055

shares of common stock of the Company.

The public offering price is $ 2.71

per share of Common Stock and the Underwriter has agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a

price of $ 2.5203

On February 8, 2024, the Company closed the offering and received net proceeds of $ 13,566,697 ,

after deducting underwriting discounts and commissions and estimated offering expenses.

Pursuant to the Agreement, the Company

granted the Underwriter a 30-day over-allotment option to purchase up to an additional 783,970

shares of Common Stock which was exercised in full on March 1, 2024 for net proceeds of $ 1,954,594 ,

after deducting underwriting discounts and offering expenses.

Common Stock Issuances – Option exercises

to December 31, 2023, the Company issued 834 shares of common stock upon the exercise of certain common stock options for cash proceeds

In January 2024, the Company entered

into a long-term operating lease agreement for 14,000 square feet of biopharmaceutical manufacturing space in California

under a non-cancelable operating lease that expires in December 2033.

Under the terms of the lease, the Company is required to pay monthly

base rents ranging from $ 11,900 to $ 16,218 , and pay its proportionate share of property taxes, insurance and normal maintenance costs.

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

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