What changed in this filing

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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-03-29 · 87 added, 42 removed, 115 unchanged (53% of the section changed)

21 unchanged sentences

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

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

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

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

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

internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed

review of accounting transactions that would identify errors in a timely manner.

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

Notwithstanding

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

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

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

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

Plan to Remediate the Material Weakness

the oversight of senior management, we have implemented remediation steps in 2024, including addition of employees and consultants

and continue to evaluate and implement procedures that will strengthen our internal controls.

We believe these measures will

remediate the material weakness identified and strengthen our internal control over financial reporting.

We are committed to

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

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

personnel with significant relevant experience in public company internal control environments

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

additional points of segregation of duties across our key processes

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

reconciliations

our information technology general controls

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

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

We are committed

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

Annual Report on Internal Control Over Financial Reporting and Auditor Attestation

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

we did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing

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

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

of duties within systems.

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

2 unchanged sentences

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially

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

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

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

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

affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Rule 10b5-1 Trading Plans.

directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares

that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement

under the Exchange Act.

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

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

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this item is incorporated by reference to our 2024 Proxy Statement for the 2024 Annual Meeting of Stockholders

to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

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

Election of Directors ”, “ Executive

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

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

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

Statement to be filed with the U.S.

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

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

Trading Policies and Procedures

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

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

The Company also plans to follow procedures

for the repurchase of any shares of its securities.

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

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

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

EXECUTIVE COMPENSATION

information required by this item is incorporated by reference to our 2024 Proxy Statement for the 2024 Annual Meeting of Stockholders

to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

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

“ Executive Compensation ”-” Summary

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

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

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

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

by reference.

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

information required by this item is incorporated by reference to our 2024 Proxy Statement for the 2024 Annual Meeting of Stockholders

to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

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

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

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

31, 2024 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this item is incorporated by reference to our 2024 Proxy Statement for the 2024 Annual Meeting of Stockholders

to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

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

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

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

information required by this item is incorporated by reference to our 2024 Proxy Statement for the 2024 Annual Meeting of Stockholders

to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

Company’s independent registered public accounting firm is Crowe LLP, Los Angeles, California;

PCAOB ID#173.

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

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

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

by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Financial Statements:

to Consolidated Financial Statements:

Index to Consolidated Financial Statements:

Financial Statements:

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

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

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Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 28, 2021)

Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2023)

Form of Senior Indenture (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed with the SEC on January 3, 2023)

Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed with the SEC on January 3, 2023)

Form of Pre-Funded Warrant to Purchase Common Stock dated August 21, 2023 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2023)

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

Description of the Registrant’s Securities

2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

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

Immix Biopharma, Inc.

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

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

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

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

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

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

Trading Policy

Consent of Crowe LLP, independent registered public accounting firm

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

5 unchanged sentences

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

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

31, 2023 is formatted in Inline XBRL

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

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

contract or compensatory plan or arrangement.

to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were

omitted by means of marking such portions with an asterisk because the Company customarily

and actually treats such information as private or confidential and such omitted information

is not material.

to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions

with an asterisk because the Company customarily and actually treats such information as private or confidential and such omitted

information is not material.

FORM 10-K SUMMARY

2 unchanged sentences

Executive Officer

(Principal Executive Officer)

Executive Officer)

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

7 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures