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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): August 22, 2023
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) |
|
(IRS
Employer
Identification No.) |
11400
West Olympic Blvd., Suite 200
Los Angeles, CA 90064
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (310) 651-8041
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 240.14a-12) |
|
|
☐ |
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)) |
Title
of each class |
|
Trading
Symbol |
|
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
1.01 Entry into a Material Definitive Agreement.
On
August 21, 2023, Immix Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with a certain accredited investor (the “Purchaser”), pursuant to which the Company agreed to
sell and issue 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 (“Common Stock”), 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 is $1.9400 per share (the
“Purchase Price”) and the purchase price for the Pre-Funded Warrants is the Purchase Price minus $0.0001 per Pre-Funded Warrant.
The Company anticipates receiving gross proceeds of approximately $10 million from the Private Placement and net proceeds of approximately
$9.55 million, after deducting fees and expenses payable by the Company. The Company intends to use the proceeds of the Private Placement
for working capital and general corporate purposes.
The
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
the parties.
The
Shares and Pre-Funded Warrants, and the Shares issuable upon the exercise of the Pre-Funded Warrants, have not been registered under
the Securities Act of 1933, as amended, and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under
the Securities Act of 1933, as amended.
Pursuant
to the Securities Purchase Agreement, the Company granted to the Purchaser certain registration rights, pursuant to which, among other
things, the Company will (i) file with the Securities and Exchange Commission a registration statement on Form S-1 or Form S-3 within
30 calendar days following the closing of the Private Placement, and (ii) use its commercially reasonable efforts to have the registration
statement declared effective within 45 days following the initial filing of the registration statement.
The
Private Placement closed on August 22, 2023.
The
foregoing description of the material terms of the Securities Purchase Agreement and the Pre-Funded Warrants is not complete and is qualified
in its entirety by reference to the full text of the Securities Purchase Agreement and the form of Pre-Funded Warrant, which are filed
as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K related to the Shares, the Pre-Funded Warrants, and the shares
of Common Stock issuable upon the exercise of the Pre-Funded Warrants is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
August 22, 2023 and in connection with the closing of the Private Placement, the Board of Directors (the “Board”) of the
Company appointed Yekaterina Chudnovsky as a member of the Board (the “Appointment Date”). Ms. Chudnovsky will serve as a
director for a term continuing until the Company’s 2024 annual meeting of stockholders and until her successor has been duly elected
and qualified, or until her earlier resignation or removal. The Board has affirmatively determined that Ms. Chudnovsky qualifies as an
“independent director” under the applicable Nasdaq Stock Market rules.
Ms.
Chudnovsky has served as General Counsel for an international privately-held technology firm since 2009, overseeing intellectual property,
trademarks, technology acquisition, and mergers & acquisitions. Ms. Chudnovsky is Chairperson of the GI Research Foundation (GIRF)
for the University of Chicago Digestive Diseases Center. She has served on the GIRF board for the past 11 years, becoming President in
2019. Her work with GIRF contributes to raising over $3 million annually to support the physicians and scientists at the University of
Chicago and beyond. Ms. Chudnovsky is an active board member of XCures, a privately-held technology company working to advance cancer
research and patient outcomes and has served as a member of the board of Elicio Therapeutics, Inc., a publicly traded clinical-stage
biotechnology company pioneering the development of cancer immunotherapies for patients with limited treatment options and poor outcomes,
since October 2022. Ms. Chudnovsky has a particular interest in cancer research and personalized cancer vaccines, and is a frequent investor
and donor in the space. Prior to her current roles, she began her legal career at Thomas Coburn Fagel Haber, with a focus on corporate
law, real estate, mergers and acquisitions, bankruptcy, and business banking. Ms. Chudnovsky received a B.A. in political science and
Slavic literature from Northwestern University, and a J.D. from DePaul University.
In
connection with her initial appointment to the Board, Ms. Chudnovsky will receive compensation for her service as a member of the Board
consistent with the Company’s compensation practices for its other non-employee directors. In addition, Ms. Chudnovsky will enter
into the Company’s standard form of indemnification agreement.
Ms.
Chudnovsky was appointed to the Board pursuant to the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the
Company agreed to increase the size of the Board and to appoint Ms. Chudnovsky to serve until the Company’s 2024 annual meeting
of stockholders and until her successor has been duly elected and qualified or her earlier resignation or removal.
There
is no family relationship between Ms. Chudnovsky and any of the Company’s other directors or executive officers. In addition, Ms.
Chudnovsky does not have an interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated
under the Exchange Act of 1934, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
^ |
Certain
schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of the omitted schedules will be
furnished to the SEC upon request. |
SIGNATURE
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.
Date:
August 22, 2023 |
Immix
Biopharma, Inc. |
|
|
|
|
By: |
/s/
Ilya Rachman |
|
Name: |
Ilya
Rachman |
|
Title: |
Chief
Executive Officer |
Exhibit
4.1
PRE-FUNDED
WARRANT
THESE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME
WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH
TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER..
IMMIX
BIOPHARMA, INC.
PRE-FUNDED
WARRANT TO PURCHASE COMMON STOCK
Warrant
No. |
Number
of Shares: |
|
(subject
to adjustment) |
|
|
|
Original
Issue Date: |
Immix
Biopharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, or its permitted assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company up to a total of shares of common stock, $0.0001 par value per share
(the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the
“Warrant Shares”) at an exercise price per share equal to $0.0001 per share (as adjusted from time to time as provided
in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any
Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), and subject
to the following terms and conditions:
1.
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:
(a)
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
(b)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates
of the Holder, (ii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing
and (iii) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s
and the other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing
is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.
(c)
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal
Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate
on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M.,
New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if
no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid and ask prices, of any market
makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly OTC Markets Inc.).
If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its
good faith judgment to determine the fair market value. The determination of the Board of Directors of the Company shall be binding upon
all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock
combination or other similar transaction during the applicable calculation period.
(d)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(e)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof.
(f)
“Principal Trading Market” means the national securities exchange or other trading market on which the Common Stock
is primarily listed on and quoted for trading, which, as of the Original Issue Date shall be the Nasdaq Capital Market.
(g)
“SEC” means the United States Securities and Exchange Commission.
(h)
“Securities Act” means the Securities Act of 1933, as amended.
(i)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the
Company’s primary trading market or quotation system with respect to the Common Stock that is in effect on the date of delivery
of an applicable Exercise Notice, which as of the Issuance Date was “T+2”.
(j)
“Trading Day” means any weekday on which the Principal Trading Market is normally open for trading.
(k)
“Transfer Agent” means Pacific Stock Transfer, Inc., the Company’s transfer agent and registrar for the Common
Stock, and any successor appointed in such capacity.
(l)
“Warrant Agent” means the Company.
2.
Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained by the Warrant Agent
for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder
or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.
3.
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will cause the Warrant
Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, together
with a written assignment of this Warrant substantially in the form attached hereto as Schedule 2 duly executed by the Holder, and payment
for all applicable transfer taxes accompanied by reasonable evidence of authority of the party making such request that may be required
by the Warrant Agent including, but not limited to, the signature guarantee of a guarantor institution which is a participant in a signature
guarantee program approved by the Securities Transfer Association. Upon any such registration or transfer, a new warrant to purchase
Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion
of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall
be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in
respect of this Warrant. The Company shall, or will cause the Warrant Agent to, prepare, issue and deliver at the Company’s own
expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered
Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.
4.
Exercise of Warrants.
(a)
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at
any time and from time to time on or after the Original Issue Date.
(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the
“Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares
as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise
Notice pursuant to Section 10 below). Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise)
is received within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period
following delivery of the Exercise Notice. The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance
of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any.
5.
Delivery of Warrant Shares.
(a)
Upon exercise of this Warrant, the Company shall, or shall cause the Transfer Agent to, promptly (but in no event later than the number
of Trading Days comprising the Standard Settlement Period) credit such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company
(“DTC”) through its Deposit/Withdrawal At Custodian system provided that the Transfer Agent is then a participant
in the DTC Fast Automated Securities Transfer Program and either (A) there is an effective registration statement permitting the issuance
of such Warrant Shares to or resale of such Warrant Shares by the Holder or (B) such Warrant Shares are eligible for resale by the Holder
without volume or manner-of-sale limitations pursuant to Rule 144 promulgated under the Securities Act (assuming cashless exercise of
this Warrant), and otherwise issue such Warrant Shares in the name of the Holder or its designee in restricted book-entry form in the
Company’s share register. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following
delivery of the Exercise Notice.
(b)
If within the Standard Settlement Period after the Exercise Date, the Company fails to deliver to the Holder or its designee the required
number of Warrant Shares in the manner required pursuant to Section 5(a) or fails to credit the Holder’s or its designee’s
balance account with DTC for such number of Warrant Shares to which the Holder is entitled (other than a failure caused by incorrect
or incomplete information provided by the Holder to the Company), and if after such number of Trading Days comprising the Standard Settlement
Period and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms hereof.
(c)
To the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance
with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein shall limit the Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise
of the Warrant as required pursuant to the terms hereof.
6.
Charges, Taxes and Expenses. Issuance and delivery of shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp
duties) in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that
the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant
Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.
7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity, if requested by the Company, but without any requirement that a surety bond be procured, provided
or posted unless requested by a third-party transfer agent. Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New
Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company
as a condition precedent to the Company’s obligation to issue the New Warrant.
8.
Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and
keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling
it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The failure of the Company to reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of Common Stock
to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized
Share Failure.” The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment
of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.
The Company will take all actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent of the Holder, take
any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding. In furtherance of the Company’s
obligations set forth in this Section 8, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but
in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its
stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the
Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that
they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain
the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number
of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with
the SEC an Information Statement on Schedule 14C.
9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.
(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance
with the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides its
outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of
Common Stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the
Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii)
or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination or reclassification.
(b)
Pro Rata Distributions. If, on or after the Original Issue Date, the Company shall declare or make any dividend or other pro rata
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any
other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction,
but, for the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section 9(a), any distribution of Purchase
Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject to Section 9(d)) (a “Distribution”)
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage (as defined
below)) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, that to
the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and
shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times
as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time
or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any
subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
(c)
Purchase Rights. If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class
of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this
Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are
to be determined for the grant, issuance or sale of such Purchase Rights (provided, that to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent
shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and
any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in
abeyance) to the same extent as if there had been no such limitation). As used in this Section 9(c), (i) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible
Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.
(d)
Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the surviving entity or the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately
after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in
one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person),
holders of capital stock who tender shares representing more than 50% of the voting power of the capital stock of the Company and the
Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except
for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the
same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property (other than as a result of a subdivision, combination or reclassification of shares of Common Stock
covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction
the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as
it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard
to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any
Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another
Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise”
of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company,
surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder
such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations
under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent transactions analogous of a Fundamental
Transaction type.
(e)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall
be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
(f)
Calculations. All calculations under this Section 9 shall be made to the nearest one tenth of one cent or the nearest share, as
applicable.
(g)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at
the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.
(h)
Intentionally Omitted
10.
Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion,
satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to
the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined
as follows:
X
= Y [(A-B)/A]
where:
“X”
equals the number of Warrant Shares to be issued to the Holder;
“Y”
equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
“A”
equals the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the
date immediately preceding the Exercise Date; and
“B”
equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the SEC continues to
take the position that such treatment is proper at the time of such exercise).
In
the event that a registration statement registering the issuance of the Warrant Shares is, for any reason, not effective at the time
of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. If
Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of
the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the
Warrants being exercised may be tacked on to the holding period of the Warrant Shares (provided that the SEC continues to take the position
that such treatment is proper at the time of such exercise).
11.
Limitations on Exercise.
(a)
Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant,
and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant
and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or after giving effect
to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 19.99% (the
“Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and
the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised
portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including any other Warrants) beneficially owned by the Holder or any other Attribution Party subject to
a limitation on conversion or exercise analogous to the limitation contained in this Section 11(a). For purposes of this Section 11(a),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that
the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in
this Section 11(a) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the
Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q
and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the
Company or (z) any other written notice by the Company setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of
outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing
of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is
reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder
any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder,
the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares
of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since
the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder
upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange
Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership
exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for
the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving
effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a
change of control under Nasdaq Listing Rule 5635(b) or any successor rule) as specified in such notice; provided that (i) any such increase
in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii)
any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants
that is not an Attribution Party of the Holder, and (iii) no such decrease shall affect the validity of any prior exercise of Warrants
by Holder or any Attribution Party. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant
in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes
of Section 13(d) of the Exchange Act or Rule 16a-1(a)(1) promulgated under the Exchange Act. No prior inability to exercise this Warrant
pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent
determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 11(a) to the extent necessary to correct this paragraph or any portion of this paragraph which
may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11(a) or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not
be waived and shall apply to a successor holder of this Warrant.
(b)
This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine
the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated
in Section 9(d) of this Warrant.
12.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole
number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.
13.
Notices. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless
otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile
or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be deemed given
(A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally
recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business
Days after so mailed and (D) at the time of transmission, if delivered by electronic mail to the email address specified in this Section
13 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after the date of transmission, if delivered by electronic
mail to the email address specified in this Section 13 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on
any Trading Day and (F) if delivered by facsimile, upon electronic confirmation of delivery of such facsimile, and will be delivered
and addressed as follows:
(i)
If to the Company, to:
Immix
Biopharma, Inc.
11400
West Olympic Blvd., Suite 200
Los
Angeles, CA 90064
Attention:
Gabriel Morris, Chief Financial Officer
Email:
(ii)
if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of
the Company.
14.
Warrant Agent. The Warrant Agent shall initially serve as warrant agent under this Warrant. Upon thirty (30) days’ notice
to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Warrant Agent or any new warrant agent may
be merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or
any corporation to which the Warrant Agent or any new warrant agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall
promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.
15.
Miscellaneous.
(a)
No Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder
of the Warrant Shares which such Holder is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
(b)
Authorized Shares.
(i)
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.
(ii)
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.
(c)
Successors and Assigns. Subject to compliance with applicable securities laws, this Warrant may be transferred or assigned by
the Holder. This Warrant may not be assigned by the Company without the written consent of the Holder except to a successor in the event
of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective
successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than
the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.
(d)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and
if the Holder does not utilize cashless exercise after expiration of the Rule 144 holding period, will contain a legend to the effect
that the Warrant Shares are not registered.
(e)
Amendment and Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, or their respective successors
and assigns.
(f)
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.
(g)
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE STATE OF DELAWARE FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),
AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS
TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT
DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO
SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.
(h)
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.
(i)
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the Company has caused this Pre-Funded Warrant to be duly executed as of the Original Issue Date set out above.
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IMMIX
BIOPHARMA, INC. |
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By: |
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Name: |
Ilya
Rachman |
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Title: |
Chief
Executive Officer |
SCHEDULE
1
FORM
OF EXERCISE NOTICE
[To
be executed by the Holder to purchase shares of Common Stock under the Warrant]
IMMIX
BIOPHARMA, INC.
Ladies
and Gentlemen:
(1)
The undersigned is the Holder of Warrant No. [●] (the “Warrant”) issued by Immix Biopharma, Inc., a Delaware
corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings
set forth in the Warrant.
(2)
The undersigned hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.
(3)
The Holder intends that payment of the Exercise Price shall be made as (check one):
☐
Cash Exercise
☐
“Cashless Exercise” under Section 10 of the Warrant
(4)
If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $__________ in immediately available funds to the Company
in accordance with the terms of the Warrant.
(5)
Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the
Warrant.
(6)
By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which
this notice relates.
Dated:
Name
of Holder: |
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By: |
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Name: |
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Title: |
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(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)
ACKNOWLEDGMENT
The
Company hereby acknowledges this Exercise Notice and hereby directs Pacific Stock Transfer, Inc. to issue the above indicated number
of shares of Common Stock on or prior to the applicable Share Delivery Date.
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IMMIX BIOPHARMA, INC. |
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By: |
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Name: |
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Title: |
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Schedule
2
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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(Please
Print) |
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Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
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Holder’s
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Holder’s
Address: |
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Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is entered into as of August 21, 2023 (the “Effective Date”),
by and between Immix Biopharma, Inc., a Delaware corporation (the “Company”), and the subscriber identified on the
signature pages hereto (the “Subscriber”).
WHEREAS:
The
Company desires to issue and sell to the Subscriber such number of shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) and such number of pre-funded warrants in the form attached hereto as Exhibit A
(the “Pre-Funded Warrants;” together with the Common Stock, the “Securities”) to purchase such
number of shares of Common Stock as set forth on the signature page to this Agreement.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby
agree as follows:
SUBSCRIPTION
1.1
Subject to the terms and conditions hereinafter set forth, the Subscriber hereby agrees to purchase from the Company the number of shares
of Common Stock and Pre-Funded Warrants set forth on the signature page to this Agreement at a purchase price of $1.9400 per share of
Common Stock and $1.9399 per Pre-Funded Warrant.
1.2
Promptly following the execution of this Agreement, the Company will deliver the Securities to the Subscriber.
REPRESENTATIONS
AND WARRANTIES BY SUBSCRIBER
2.1
Subscriber hereby acknowledges, represents and warrants to the Company the following:
(A)
Subscriber acknowledges that the purchase of the Securities involves a high degree of risk in that the Company may require substantial
additional funds;
(B)
Subscriber recognizes that acquiring the Securities of the Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the Securities;
(C)
Subscriber has such knowledge and experience in finance, securities, investments, including investment in unregistered securities, and
other business matters so as to be able to protect its interests in connection with this transaction;
(D)
The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”);
(E)
Subscriber acknowledges that the market for shares of the Common Stock may be illiquid and, accordingly, Subscriber may not be able to
liquidate the Common Shares;
(F)
Intentionally omitted.
(G)
Subscriber acknowledges that the Securities are subject to significant restrictions on transfer as imposed by state and federal securities
laws, including but not limited to a minimum holding period of at least six (6) months pursuant to Rule 144 under the Securities Act;
(H)
Subscriber hereby acknowledges (i) that this offering of Securities has not been reviewed by the United States Securities and Exchange
Commission or by the securities regulator of any state; (ii) that the Securities are being issued by the Company pursuant to an exemption
from registration provided by Section 4(a)(2) of the Securities Act; and (iii) that any certificate evidencing the Securities received
by Subscriber will bear a legend in substantially the following form:
THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION
IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS
OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
(I)
Subscriber is acquiring the Securities as principal for Subscriber’s own benefit and not with a view to distribution, on behalf
of the Company or otherwise, of the Securities;
(J)
Subscriber is not aware of any general advertisement of the Securities or any general solicitation in connection with any offering of
the Securities;
(K)
Subscriber acknowledges that they have had an opportunity to seek the advice and consultation of independent investment, legal and tax
counsel; and
(L)
Subscriber acknowledges and agrees that the Company has previously made available to Subscriber the opportunity to ask questions of and
to receive answers from representatives of the Company concerning the Company and the Securities, as well as to conduct whatever due
diligence the Subscriber, in its discretion, deems advisable. Subscriber is not relying on any information communicated by any representatives
of the Company and is relying solely upon information obtained during Subscriber’s due diligence investigation in making a decision
to invest in the Securities and the Company.
REPRESENTATIONS
BY THE COMPANY
3.1
The Company represents and warrants to the Subscriber that:
(A)
The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate
power to conduct the business which it conducts and proposes to conduct.
(B)
Upon issuance, the shares of Common Stock (and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants when issued in
accordance with the terms of the Pre-Funded Warrants) will be duly and validly issued, fully paid and non-assessable and will be issued
in compliance with all applicable state and federal laws concerning the issuance of securities.
(C)
Material Contracts. Except as disclosed in any report, schedule, form, statement or other document (the “SEC Reports”)
filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and except for the agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, proposed
transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations
of, or payments to, the Company in excess of $250,000 (other than obligations of, or payments to, the Company arising from agreements
entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other proprietary from
the Company or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell the Company’s products or affect
the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products (each, a “Material
Contract”, collectively the “Material Contracts”). All of the Material Contracts are valid, binding and
in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the
relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies and to general principles
of equity. Neither the Company is nor is any other party to the Material Contracts in material default under any of such Material Contracts.
(D)
Intellectual Property.
(a)
Ownership. Except as disclosed in the SEC Reports, to the knowledge of the Company (without having conducted any special investigation
or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and similar proprietary rights (“Intellectual
Property”) necessary to the business of the Company as presently conducted, the lack of which could reasonably be expected
to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on
the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any
of (i), (ii) or (iii), a “Material Adverse Effect”). The Company has not received any written communication alleging
that the Company has violated or, by conducting its business as currently conducted, would violate any of the Intellectual Property of
any other person or entity , nor is the Company aware of any basis therefor.
(b)
No Breach by Employees. Except as disclosed in the SEC Reports, the Company is not aware that any of its employees is obligated
under any contract or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s
business as presently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business
by the employees of the Company, nor the conduct of the Company’s business as presently conducted, will, to the Company’s
knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to
use any inventions of any of its employees made prior to their employment by the Company.
(E)
Title to Properties and Assets; Liens. Except as disclosed in the SEC Reports, to the knowledge of the Company, the Company has
good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no
material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens
imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits
under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances and defects in title which do not in any
case materially detract from the value of the property subject thereto or have a Material Adverse Effect, and which have not arisen otherwise
than in the ordinary course of business. With respect to the property and assets it leases, the Company is in compliance with such leases
in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to
clauses (i)-(iv) above.
(F)
Compliance with Other Instruments. The Company is not in violation of any material term of its Certificate of Incorporation or
bylaws, each as amended to date, or, to the Company’s knowledge, in any material respect of any term or provision of any material
mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to which it is party or by which it is
bound which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any federal or
state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution
and delivery of the Agreement by the Company, the performance by the Company of its obligations pursuant to the Agreement, and the issuance
of the Securities will not result in any material violation of, or materially conflict with, or constitute a material default under,
the Company’s Certificate of Incorporation or bylaws, each as amended to date, or any of its agreements, nor, to the Company’s
knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets
of the Company.
(G)
Litigation. Except as disclosed in the SEC Reports, there are no material actions, suits, proceedings or investigations against
the Company or its properties before any court or governmental agency. The Company is not a party or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or instrumentality material to the Company or its business.
There is no action, suit or proceeding initiated by the Company currently pending material to the Company or its business.
(H)
Permits. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business
as now being conducted by it, the lack of which would have a Material Adverse Effect, and believes it can obtain, without undue burden
or expense, any similar authority for the conduct of its business as presently planned to be conducted. The Company is not in default
in any material respect under any of such franchises, permits, licenses or other similar authority.
(I)
Offering. Subject to the accuracy of the Subscriber’s representations and warranties, the offer, sale and issuance of the
Securities to be issued in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements
of the Securities Act and, except for such notice requirements as may arise under applicable state law, from the registration or qualification
requirements of applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any
action hereafter that would cause the loss of such exemption.
(J)
Tax Returns and Payments. The Company has timely filed all tax returns required to be filed by it with appropriate federal, state
and local governmental agencies, except where the failure to do so would not have a Material Adverse Effect. These returns and reports
are true and correct in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and, to
the Company’s knowledge, all other taxes due and payable by the Company have been paid or will be paid prior to the time they become
delinquent. The Company has not been advised in writing (i) that any of its returns have been or are being audited as of the date hereof,
or (ii) of any deficiency in assessment or proposed judgment with respect to its federal, state or local taxes.
CONDITIONS
TO SUBSCRIBER’S OBLIGATION TO CLOSE
4.1
The Subscriber’s obligation to acquire the Securities upon the execution of this Agreement is subject to the fulfillment, on or
before the date hereof, of each of the following conditions, unless waived by the Subscriber:
(A)
Representations and Warranties. The representations and warranties made by the Company in this Agreement shall be true and correct
in all material respects as of the date hereof.
(B)
Covenants. The Company shall have performed or complied with all covenants, agreements and conditions contained in this Agreement
to be performed or complied with by the Company on or prior to the date hereof.
(C)
Blue Sky. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Securities, as applicable.
(D)
Consents and Waivers. The Company and the Subscriber shall have obtained any and all consents, permits and waivers necessary or
appropriate for consummation of the transactions contemplated by the Agreements.
(E)
Proceedings and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement,
and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the
Company, and the Company shall have been furnished with such instruments and documents as it shall have reasonably requested.
CONDITIONS
TO COMPANY’S OBLIGATION TO CLOSE
5.1
The Company’s obligation to sell and issue the Securities is subject to the fulfillment on or before the date hereof of the following
conditions, unless waived by the Company:
(A)
Representations and Warranties. The representations and warranties made by the Subscriber in this Agreement shall be true and
correct in all material respects when made and shall be true and correct as of the date of hereof.
(B)
Covenants. The Subscriber shall have performed or complied with all covenants, agreements and conditions contained in the Agreements
to be performed or complied with by the Subscriber on or prior to the date hereof in all material respects.
(C)
Compliance with Securities Laws. The Company shall be satisfied that the offer and sale of the Securities shall be qualified or
exempt from registration or qualification under all applicable federal and state securities laws (including receipt by the Company of
all necessary blue sky law permits and qualifications required by any state, if any).
(D)
Consents and Waivers. The Company and the Subscriber shall have obtained any and all consents, permits and waivers necessary or
appropriate for consummation of the transactions contemplated by the Agreement.
(E)
Proceedings and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement,
and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the
Company, and the Company shall have been furnished with such instruments and documents as it shall have reasonably requested.
REGISTRATION
6.1
The Company shall use commercially reasonable efforts to file with the SEC a registration statement on Form S-1, S-3 or any other appropriate
form in the sole discretion of the Company (the “Registration Statement”) within 30 days following the closing of
this offering, registering for resale, on a continuous or delayed basis in accordance with Securities Act Rule 415(a)(i), the shares
of Common Stock issued to the Subscriber and shares of Common Stock underlying the Pre-Funded Warrants issued to the Subscriber, and
the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within 45 days following
the initial filing of the Registration Statement with the SEC (not including any days in which any SEC employees have been furloughed).
The Company shall cause the Registration Statement to remain effective through and until such time as such shares of Common Stock may
be available for resale by the Subscriber pursuant to Rule 144 or its other subsections (or any successor thereto) under the Securities
Act. The Company shall bear the expenses incurred in connection with the filing of the Registration Statement (pursuant to the Registration
Statement or otherwise).
MISCELLANEOUS
7.1
Director Appointment. Upon the closing of the offering, the Board of Directors of the Company shall appoint Yekaterina Chudnovsky
to the Board of Directors to serve until the 2024 annual meeting of stockholders of the Company and until her successor has been duly
elected and qualified, or until her earlier resignation or removal. Ms. Chudnovsky shall be entitled to compensation for her service
on the Board of Directors and on any committees upon which she serves and in what capacity she serves on those committees consistent
with the current practices of the Company. Upon her appointment to the Board of Directors, Ms. Chudnovsky shall enter into an indemnification
agreement with the Company substantially similar to the Form of Indemnification Agreement filed as Exhibit 10.2 to the Company’s
Registration Statement on Form S-1/A filed with the SEC on October 6, 2022.
7.2
Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Subscriber.
7.3
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid or otherwise delivered by hand, messenger or courier service addressed:
(A)
if to Subscriber, to the Subscriber’s address as shown in the Company’s records, as may be updated in accordance with the
provisions hereof; or
(B)
if to the Company, to the attention of the President or Chief Executive Officer of the Company at 11400 West Olympic Blvd., Suite 200,
Los Angeles, California 90064, or at such other current address as the Company shall have furnished to the Investors.
Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered
by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid,
specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of
its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States
mail, addressed and mailed as aforesaid.
7.4
Expenses. The Company and the Subscriber shall each pay their own expenses in connection with the transactions contemplated by
this Agreement.
7.5
Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made
by any party hereto and the closing of the transaction contemplated hereby for one (1) year from the date hereof.
7.6
Entire Agreement. This Agreement, including the exhibits attached hereto, constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner
with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein
or therein.
7.7
Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power
or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein,
or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character
on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions
of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.
7.8
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.
7.9
California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION
BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED
UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
7.10
Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement,
and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that
will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision.
The balance of this Agreement shall be enforceable in accordance with its terms.
7.11
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute one instrument.
7.12
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more
parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.
7.13
Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability
company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as
may be necessary to more fully effectuate this Agreement.
7.14
Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing
party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of appeals.
7.15
Governing Law; Venue. The terms and provisions hereof shall be construed in accordance with and governed by the laws of the State
of California. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of California, County of Los
Angeles. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts.
7.16
Obligation of Company. The Company agrees to use its reasonable efforts to enforce the terms of this Agreement, to inform the
Subscriber of any breach hereof (to the extent the Company has knowledge thereof) and to assist the Subscriber in the exercise of its
rights and the performance of its obligations hereunder.
[remainder
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IMMIX
BIOPHARMA, INC.
ACCREDITED
INVESTOR CERTIFICATION
IN
WITNESS WHEREOF, this Securities Purchase Agreement is executed as of the Effective Date.
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(# of shares of common stock purchased) |
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(Purchase price of pre-funded warrant shares)* |
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(# of pre-funded warrant shares purchased) |
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IN
WITNESS WHEREOF, this Securities Purchase Agreement is executed as of the Effective Date.
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Biopharma, Inc. |
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v3.23.2
Cover
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Aug. 22, 2023 |
Cover [Abstract] |
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Document Type |
8-K
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Amendment Flag |
false
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Document Period End Date |
Aug. 22, 2023
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Entity File Number |
001-41159
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Entity Registrant Name |
IMMIX
BIOPHARMA, INC.
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Entity Central Index Key |
0001873835
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Entity Tax Identification Number |
45-4869378
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Entity Incorporation, State or Country Code |
DE
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Entity Address, Address Line One |
11400
West Olympic Blvd.
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Entity Address, Address Line Two |
Suite 200
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Entity Address, City or Town |
Los Angeles
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Entity Address, State or Province |
CA
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Entity Address, Postal Zip Code |
90064
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(310)
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651-8041
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false
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Common
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IMMX
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NASDAQ
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