Immix Biopharma Announces Corporate Changes and Shareholder Votes

Ticker: IMMX · Form: 8-K · Filed: Jun 14, 2024 · CIK: 1873835

Sentiment: neutral

Topics: corporate-governance, officer-appointment, director-election, shareholder-vote

TL;DR

Immix Biopharma reshuffled its board and execs, got shareholder votes, and filed financials. Big internal changes happening.

AI Summary

Immix Biopharma, Inc. announced on June 11, 2024, a series of significant corporate actions. These include the election of new directors, the appointment of certain officers, and the approval of compensatory arrangements. Additionally, the company submitted matters to a vote of its security holders and filed financial statements and exhibits.

Why It Matters

This filing indicates significant internal restructuring and governance changes within Immix Biopharma, potentially impacting its strategic direction and operational management.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with shareholder votes, can signal internal shifts that may carry operational or strategic risks.

Key Players & Entities

FAQ

What specific changes were made to the board of directors?

The filing indicates the election of directors, but specific names and details of the changes are not provided in this summary.

Were there any new officer appointments?

Yes, the filing states the appointment of certain officers as part of the corporate actions.

What kind of compensatory arrangements were approved?

The filing mentions the approval of compensatory arrangements for certain officers, but the specifics are not detailed here.

What matters were submitted to a vote of security holders?

The filing confirms that matters were submitted to a vote of security holders, but the nature of these matters is not specified in this summary.

What financial statements and exhibits were filed?

The filing indicates that financial statements and exhibits were submitted, but their content is not detailed in this summary.

Filing Stats: 1,155 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2024-06-14 17:30:20

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2024 IMMIX BIOPHARMA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41159 45-4869378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 11400 West Olympic Blvd. , Suite 200 Los Angeles , CA 90064 (Address of principal executive offices) (310) 651-8041 (Registrant's telephone number, including area code) 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 obligations of the registrant under any of the following provisions. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) Securities registered pursuant to Section 12(b)of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value of $0.0001 per share IMMX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 11, 2024, at the 2024 Annual Meeting (the " Annual Meeting ") of the stockholders of Immix Biopharma, Inc. (the " Company, " " we, " " our, " or " us ") , the stockholders of the Company approved certain amendments to the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the " Amendments " and the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan, as amended by the Amendment, the " Incentive Plan ") in accordance with the voting results set forth below under Item 5.07 . The Amendments were originally approved by the Board of Directors of the Company on April 18, 2024, subject to stockholder approval and the Amendments became effective at the time of stockholder approval. Pursuant to the Amendments, (i) the number of shares of common stock available for issuance under the Incentive Plan was increased by 3,000,000, to a total share reserve of 4,934,561 and (ii) an evergreen provision to the Incentive Plan was adopted whereby the number of shares available for issuance under the Incentive Plan shall automatically increase on January 1st of each year for a period of ten years, commencing on January 1, 2025 and ending on (and including) January 1, 2034, in an amount equal to five percent (5%) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The material terms of the Incentive Plan, as amended by the Amendments, are described in the Company's Definitive Proxy Statement on Schedule 14A (the " Proxy Statement ") under the caption " Proposal 3 – Approval of the 2021 Plan Amendments " filed with the Securities and Exchange Commission (SEC) on April 29, 2024. The foregoing summary description and the summary contained in the Proxy Statement does not purport to be complete and are qualified in their entirety by reference to the full text of the Incentive Plan as amended by the Amendments, which is attached hereto as Exhibit 10.1 , and is incorporated by reference into this Item 5.02 . Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, stockholders representing 18,634,207 shares of the Company's capital stock entitled to vote at the Annual Meeting were present in person or by proxy representing 70.4% of the voting shares issued and outstanding on the record date of April 22, 2024, and constituting a quorum to conduct business at the Annual Meeting. The following sets forth the matters that were voted upon by the Company's stockholders at the Annual Meeting and the voting results for such matters. These matters are described in more detail in the Proxy Statement. At the Annual Meeting, stockholders approved the following proposals, which are set forth in their entirety below. 1. Proposal 1: The indi

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