Immix Biopharma以每股8.94美元公開招股 募資約1.4065億美元

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 2026-05-21
 2026-05-21
 
 
 
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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of

the
Securities Exchange Act of 1934

 

Date
of report (Date of earliest event reported): May 21, 2026

 

IMMIX
BIOPHARMA, INC.

(Exact
Name of Registrant as Specified in Its Charter)

 

 
 Delaware
  
 001-41159
  
 45-4869378

 
 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 Number)

 
 

11400
West Olympic Blvd., Suite 200

Los
Angeles, CA 90064

(Address
of principal executive offices)

 

(310)
651-8041

(Registrant’s
telephone number, including area code)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions.

 

 
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 
 

Securities
registered pursuant to Section 12(b)of the Act:

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Common
 Stock, par value of $0.0001 per share
  
 IMMX
  
 The
 Nasdaq Stock Market LLC

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item
8.01. Other Events.

 

On
May 21, 2026, Immix Biopharma, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule
I thereto, pursuant to which the Company agreed to issue and sell, in an underwritten offering (the “Offering”), an
aggregate of 16,778,524 shares of its common stock, par value $0.0001 per share (the “Shares”) at a public offering
price of $8.94 per share.

 

The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
and customary indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the
“Securities Act”).

 

The
Company estimates that the net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions, and
estimated offering expenses, are expected to be approximately $140.65 million. The Offering is expected to close on May 22, 2026,
subject to the satisfaction of customary conditions.

 

The
Offering is being made pursuant to a shelf registration statement filed January 9, 2029 and declared effective by the Securities and
Exchange Commission (the “SEC”) on January 22, 2026 (the “Registration Statement”) (File. No. 333-292665), a
base prospectus filed as part thereof, and a prospectus supplement dated May 21, 2026, filed pursuant to Rule 424(b)(5) under the Securities
Act.

 

The
foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, the full text
of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and
is incorporated herein by reference. A copy of the opinion of Blank Rome LLP relating to the validity of the Shares in connection with
the Offering, is filed as Exhibit 5.1 to this Current Report.

 

This
Current Report shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities discussed herein, nor shall
there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction.

 

On
May 21, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1
to this Current Report.

 

Cautionary
Note Regarding Forward-Looking Statements

 

This
Current Report contains “forward-looking” statements within the meaning of the Securities Act, the Securities Exchange Act
of 1934, as amended, and of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including,
but not limited to statements regarding the expected net proceeds of the Offering, the anticipated use of the net proceeds of the Offering,
satisfaction of the closing conditions of the Offering and timing of the closing of the Offering. All statements other than statements
of historical fact are statements that could be deemed forward-looking statements. The words “believes,” “anticipates,”
“estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,”
“potential,” “likely,” “projects,” “continue,” “will,” “schedule,”
and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. These forward-looking statements are predictions based on the Company’s current expectations
and projections about future events and various assumptions, including the Company’s
cash runway and the satisfaction of customary closing conditions
related to the Offering. Forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual
activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties
described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December
31, 2025 and other documents that the Company files from time to time with the SEC. The forward-looking statements in this Current Report
speak only as of the date hereof, the Company undertakes no obligation to revise or update any forward-looking statements to reflect
events or circumstances after the date hereof, except as may be required by law.

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits.

 

 
 Exhibit
 No.
  
 Description

 
 1.1
  
 Underwriting Agreement, dated May 21, 2026, by and between Immix Biopharma, Inc. and Morgan Stanley & Co. LLC, as representative of the several underwriters.

 
 5.1
  
 Opinion of Blank Rome LLP.

 
 23.1
  
 Consent of Blank Rome LLP (included in Exhibit 5.1).

 
 99.1
  
 Press Release, dated May 21, 2026.

 
 104
  
 Cover
 Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 
 

  

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
  
 Immix
 Biopharma, Inc.

 
  
  

 
 Dated:
 May 21, 2026
 /s/
 Ilya Rachman

 
  
 Ilya
 Rachman, Ph.D., M.D.

 
  
 Chief
 Executive Officer