UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ___________

Commission File Number: 001-41159

IMMIX BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

45-4869378

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

11400 West Olympic Blvd., Suite 200, Los Angeles, CA		90064
(Address of principal executive offices)		(Zip Code)

(310) 651-8041

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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, $0.0001 par value		IMMX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of August 3, 2026 was 71,539,314.

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	5

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025 (Unaudited)	8

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 5.	Other Information	37

Item 6.	Exhibits	37

Signatures		38

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

	●	our projected financial position and estimated cash burn rate;

	●	our estimates regarding expenses, future revenues and capital requirements;

	●	our ability to maintain the listing of our common stock, par value $0.0001 per share (the “common stock”), on the Nasdaq Capital Market (“Nasdaq”);

	●	our need to raise substantial additional capital to fund our operations, the availability and terms of such funding, and dilution caused thereby;
	●	the success, cost and timing of our clinical trials;

	●	our dependence on third parties in the conduct of our clinical trials;

	●	our ability to obtain the necessary regulatory approvals to market and commercialize our product candidates;

	●	the potential that results of pre-clinical and clinical trials indicate our current product candidates or any future product candidates we may seek to develop are unsafe or ineffective;

	●	the results of market research conducted by us or others;

	●	our ability to obtain and maintain intellectual property protection for our current and future product candidates;

	●	our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

	●	the possibility that a third party may claim we or our third-party licensors have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against claims against us;

	●	our reliance on third-party suppliers and manufacturers;

	●	the success of competing therapies and products that are or become available;

	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;

●

regulatory or legal developments in the United States and other countries;

	●	the effects of a potential recession, market volatility, geopolitical tensions and macroeconomic factors on our business, our suppliers and our customers;

	●	our competitive position and ability to leverage the clinical, regulatory and manufacturing advancements to accelerate our clinical trials and regulatory approval of product candidates;

	●	the potential for us to incur substantial costs resulting from product liability lawsuits against us and the potential for these product liability lawsuits to cause us to limit our commercialization of our product candidates;

	●	our ability to quickly leverage our initial product candidates and to progress additional candidates;

	●	market acceptance of our product candidates, the size and growth of the potential markets for our current product candidates and any future product candidates we may seek to develop, and our ability to serve those markets; and

	●	the successful development of our commercialization capabilities, including sales and marketing capabilities.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026, as amended by that Form 10-K/A filed with the SEC on March 27, 2026, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026, this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Immix Biopharma, Inc.

Condensed Consolidated Balance Sheets

	June 30, 2026			December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	225,491,985		$	93,928,566
Short-term investments		6,615,168			6,480,860
Prepaid expenses and other current assets		1,682,918			828,329

Total current assets		233,790,071			101,237,755

Other assets		20,418			20,418
Deferred offering costs		-			93,630
Long-term investments		2,052,142			-
Right-of-use assets, net		887,837			966,917
Property and equipment, net		2,358,428			2,521,621

Total assets	$	239,108,896		$	104,840,341

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	9,190,591		$	9,971,207
Operating lease liability - current		111,114			139,339

Total current liabilities		9,301,705			10,110,546

Operating lease liability – long term		890,638			933,625
Total liabilities		10,192,343			11,044,171

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding					-
Common stock, $0.0001 par value; 200,000,000 shares authorized; 71,608,042 shares issued and 71,535,679 shares outstanding at June 30, 2026 and 53,023,466 shares issued and 52,951,103 shares outstanding at December 31, 2025		7,160			5,301
Additional paid-in capital		354,997,609			198,293,956
Accumulated other comprehensive income		118,720			60,160
Accumulated deficit		(126,106,973	)		(104,463,284	)
Treasury stock at cost, 72,363 shares as of June 30, 2026 and December 31, 2025		(99,963	)		(99,963	)
Total stockholders’ equity		228,916,553			93,796,170

Total liabilities and stockholders’ equity	$	239,108,896		$	104,840,341

See accompanying notes to the unaudited condensed consolidated financial statements.

Immix Biopharma, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Operating expenses:
General and administrative expenses	$	7,123,171		$	2,745,247		$	11,946,549		$	5,453,098
Research and development		5,333,172			3,972,458			11,313,649			5,947,532

Total operating expenses		12,456,343			6,717,705			23,260,198			11,400,630

Loss from operations		(12,456,343	)		(6,717,705	)		(23,260,198	)		(11,400,630	)

Other income:
Interest income		913,663			104,056			1,630,831			254,275
Total other income, net		913,663			104,056			1,630,831			254,275

Loss before provision for income taxes		(11,542,680	)		(6,613,649	)		(21,629,367	)		(11,146,355	)

Provision for income taxes		14,322			8,914			14,322			18,736

Net loss		(11,557,002	)		(6,622,563	)		(21,643,689	)		(11,165,091	)

Other comprehensive income:
Unrealized (loss) gains on available-for-sale securities		(9,663	)		-			59,478			-
Foreign currency translation		22,747			49,569			(918	)		66,088
Total other comprehensive income		13,084			49,569			58,560			66,088

Comprehensive loss	$	(11,543,918	)	$	(6,572,994	)	$	(21,585,129	)	$	(11,099,003	)

Loss per common share - basic and diluted	$	(0.18	)	$	(0.22	)	$	(0.36	)	$	(0.37	)

Weighted average shares outstanding - basic and diluted		63,771,377			29,983,764			59,593,461			29,844,499

See accompanying notes to the unaudited condensed consolidated financial statements.

Immix Biopharma, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2026 and 2025

(Unaudited)

			Common		Additional			Accumulated Other									Treasury			Total
	Common		Stock		Paid-in			Comprehensive			Accumulated			Treasury			Stock			Stockholders’
	Shares		Amount		Capital			Income			Deficit			Shares			Amount			Equity
Balance December 31, 2025		53,023,466	$	5,301	$	198,293,956		$	60,160		$	(104,463,284	)		(72,363	)	$	(99,963	)	$	93,796,170

Shares issued for exercise of stock options		21,480		2		33,530			-			-			-			-			33,532

Shares issued for cashless exercise of warrants		28,543		3		(3	)		-			-			-			-			-

Shares issued for services		10,966		1		67,499			-			-			-			-			67,500

Stock-based compensation		-		-		508,065			-			-			-			-			508,065

Net loss		-		-		-			-			(10,086,687	)		-			-			(10,086,687	)

Unrealized gains on available-for-sale securities		-		-		-			69,141			-			-			-			69,141

Foreign currency translation adjustment		-		-		-			(23,665	)		-			-			-			(23,665	)

Balance March 31, 2026		53,084,455	$	5,307	$	198,903,047		$	105,636		$	(114,549,971	)		(72,363	)	$	(99,963	)	$	84,364,056

Shares issued under ATM facility for cash proceeds, net of offering costs		1,510,000		151		13,943,508			-			-			-			-			13,943,659

Shares issued under public offering for cash proceeds, net of offering costs		16,778,524		1,678		140,720,576			-			-			-			-			140,722,254

Shares issued for exercise of stock options		6,000		1		11,159			-			-			-			-			11,160

Shares issued for cash exercise of warrants		221,519		22		441,180			-			-			-			-			441,202

Shares issued for cashless exercise of warrants		164		-		-			-			-			-			-			-

Shares issued for services		7,380		1		67,499			-			-			-			-			67,500

Stock-based compensation		-		-		910,640			-			-			-			-			910,640

Net loss		-		-		-			-			(11,557,002	)		-			-			(11,557,002	)

Unrealized loss on available-for-sale securities		-		-		-			(9,663	)		-			-			-			(9,663	)
Unrealized gain (loss) on available-for-sale securities		-		-		-			(9,663	)		-			-			-			(9,663	)

Foreign currency translation adjustment		-		-		-			22,747			-			-			-			22,747

Balance June 30, 2026		71,608,042	$	7,160	$	354,997,609		$	118,720		$	(126,106,973	)		(72,363	)	$	(99,963	)	$	228,916,553

Balance December 31, 2024		27,612,383	$	2,762	$	88,374,131		$	(1,056	)	$	(75,024,671	)		(72,363	)	$	(99,963	)	$	13,251,203

Shares issued for vested restricted stock awards		164,315		16		(16	)		-			-			-			-			-

Shares issued for services		148,006		15		266,235			-			-			-			-			266,250

Stock-based compensation		-		-		602,109			-			-			-			-			602,109

Net loss		-		-		-			-			(4,542,528	)		-			-			(4,542,528	)

Foreign currency translation adjustment		-		-		-			16,519			-			-			-			16,519

Balance March 31, 2025		27,924,704		2,793		89,242,459			15,463			(79,567,199	)		(72,363	)		(99,963	)		9,593,553

Shares issued under ATM facility for cash proceeds, net of offering costs		513,935		51		1,094,348			-			-			-			-			1,094,399

Shares issued for exercise of stock options		4,500		-		5,824			-			-			-			-			5,824

Shares issued for services		35,525		3		67,497			-			-			-			-			67,500

Stock-based compensation		-		-		464,749			-			-			-			-			464,749

Net loss		-		-		-			-			(6,622,563	)		-			-			(6,622,563	)

Foreign currency translation adjustment		-		-		-			49,569			-			-			-			49,569

Balance June 30, 2025		28,478,664	$	2,847	$	90,874,877		$	65,032		$	(86,189,762	)		(72,363	)	$	(99,963	)	$	4,653,031

See accompanying notes to the unaudited condensed consolidated financial statements.

Immix Biopharma, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2026			2025
	For the Six Months Ended
	June 30,
	2026			2025
Operating Activities:
Net loss	$	(21,643,689	)	$	(11,165,091	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,553,705			1,400,608
Depreciation		182,570			96,647
Amortization of right of use asset		79,080			42,368
Loss on disposal of fixed assets		34,153			-
Realized gain on available-for-sale securities		(49,331	)		-
Changes in operating assets and liabilities:
Tax receivable		-			2,025,564
Prepaid expenses and other current assets		(854,551	)		(145,953	)
Accounts payable and accrued expenses		(793,423	)		782,904
Operating lease liability		(71,212	)		(31,968	)

Net cash used in operating activities		(21,562,698	)		(6,994,921	)

Investing Activities:
Purchase of property and equipment		(53,529	)		(195,343	)
Proceeds from the sale of investments		10,240,000			-
Purchase of investments		(12,317,643	)		-

Net cash used in investing activities		(2,131,172	)		(195,343	)

Financing Activities:
Proceeds from sale of common stock under public offering, net of offering costs		140,722,254			-
Proceeds from sale of common stock under ATM facility, net of offering costs		14,037,289			1,104,292
Proceeds from exercise of stock warrants		441,202			-
Proceeds from exercise of stock options		44,692			5,824
Net cash provided by financing activities		155,245,437			1,110,116

Effect of foreign currency on cash		11,852			36,139

Net change in cash and cash equivalents		131,563,419			(6,044,009	)
Cash and cash equivalents – beginning of period		93,928,566			17,681,954
Cash and cash equivalents