UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On January 12, 2023, Nexcella, Inc. (“Nexcella”), a subsidiary of Immix Biopharma, Inc. (collectively, the “Company”) entered into share purchase agreements (the “Purchase Agreements”) with certain accredited investors for their purchase of an aggregate 100,152 shares of Nexcella’s common stock at a purchase price of $6.49 per share, for gross proceeds of approximately $650,000 (the “Private Placement”). Immediately after the closing of the Private Placement, Nexcella has 6,357,444 shares outstanding.
The terms of the Private Placement are more fully set forth in the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference. The issuance was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 of Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Share Purchase Agreement | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 18, 2023 | Immix Biopharma, Inc. |
| /s/ Ilya Rachman | |
| Ilya Rachman | |
| Chief Executive Officer |
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