Immix Biopharma Inc美股招股说明书(2026-03-25版)

We have entered into an at the market offering agreement, dated June 3, 2025, as amended on March 25, 2026 (the “ATM Agreement”), withCitizens JMP Securities, LLC (“Citizens”), relating to the offer and sale of shares of our Common Stock, par value $0.0001 per share (the “CommonStock”), offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the ATM Agreement, underthis prospectus supplement and the accompanying base prospectus, we may offer and sell our Common Stock having an aggregate offering price ofup to $100,000,000 from time to time through or to Citizens, acting as our sales agent or principal. Sales of our Common Stock, if any, under thisprospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under theSecurities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market, the existingtrading market for our Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Citizens asprincipal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in anyother method permitted by law. Citizens is not required to sell any specific amount but will act as our sales agent using commercially reasonableefforts consistent with its normal trading and sales practices, on mutually agreed terms between Citizens and us. There is no arrangement for funds tobe received in escrow, trust or similar arrangement. Citizens will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the ATM Agreement.The net proceeds, if any, that we receive from the sales of our Common Stock will depend on the number of shares actually sold and the offeringprice for such shares. See “Plan of Distribution” beginning on page S-10 for additional information regarding the compensation to be paid toCitizens. In connection with the sale of our Common Stock on our behalf, Citizens will be deemed to be an underwriter within the meaning of theSecurities Act and the compensation of Citizens will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Citizens with respect to certain liabilities, including liabilities under the Securities Act and the SecuritiesExchange Act of 1934 (the “Exchange Act”). Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IMMX.” On March 20, 2026, the last reported sale price ofour Common Stock on the Nasdaq Capital Market was $9.11 per share. Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully review andconsider all of the information set forth in this prospectus supplement, the accompanying base prospectus and the documents incorporatedby reference herein and therein, including the risks and uncertainties described under “Risk Factors” beginning on page S-5 of thisprospectus supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying baseprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Citizens Capital Markets The date of this prospectus supplement is March 25, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-12 Base Prospectus PageABOUT THIS PROSPECTUS1SUMMARY2RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF WARRANTS16DESCRIPTION OF UNITS18LEGAL OWNERSHIP OF SECURITIES19PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION OF DOCUMENTS BY REFERENCE25 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed on Form S-3(Registration No. 333-292665) with the U.S. Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. Under theshelf registration process, we may sell an unspecified amount of securities from time to time. Under this prospectus supplement and accompanyingbase prospectus, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $100,000,000 from time to timethrough or to C