UNDERWRITING AGREEMENT between and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • October 28th, 2021 • Immix Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Immix Biopharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Immix Biopharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2021 • Immix Biopharma, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of ____, 2021 by and between Immix Biopharma, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Shares of Common Stock ATM Sales AgreementImmix Biopharma, Inc. • July 14th, 2023 • Pharmaceutical preparations • New York
Form of Representative’s Warrant AgreementImmix Biopharma, Inc. • October 28th, 2021 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immix Biopharma, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2024 • Immix Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Immix Biopharma, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Immix Biopharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Titan Partners Group, LLC, a division of American Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (Amended and Restated 2021 Omnibus Equity Incentive Plan)Stock Option Agreement • November 13th, 2023 • Immix Biopharma, Inc. • Pharmaceutical preparations • Delaware
As a key leader in our business, you are in a position to have significant influence on the performance and success of Immix Biopharma, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares of the Company’s Common Stock. This award is subject to the terms and conditions of the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan, this Grant Notice, and the following Stock Option Agreement. The details of this award are indicated below.
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2021 • Immix Biopharma, Inc. • Pharmaceutical preparations • California
AGREEMENT dated as of June 18, 2021 between Ilya Rachman, (“Executive”), and Immix Biopharma, Inc., a Delaware corporation having its principal office at 10573 W. Pico Blvd., # 58, Los Angeles, CA 90064 (“Company”);
STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (Amended and Restated 2021 Omnibus Equity Incentive Plan)Stock Option Agreement • November 13th, 2023 • Immix Biopharma, Inc. • Pharmaceutical preparations • Delaware
As a key leader in our business, you are in a position to have significant influence on the performance and success of Immix Biopharma, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares of the Company’s Common Stock. This award is subject to the terms and conditions of the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan, this Grant Notice, and the following Stock Option Agreement. The details of this award are indicated below.
ContractImmix Biopharma, Inc. • October 6th, 2021 • Pharmaceutical preparations • California
[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
RE: Employment Agreement – Addendum B May 12, 2023Employment Agreement • May 12th, 2023 • Immix Biopharma, Inc. • Pharmaceutical preparations
Further to the Employment Agreement dated June 18, 2021 (the “Agreement”) by and between Immix Biopharma, Inc. (the “Company”) and Ilya Rachman (“Mr. Rachman”), this letter (“Addendum B”) hereby amends as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2023 • Immix Biopharma, Inc. • Pharmaceutical preparations • California
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”).
RE: Management Services Agreement – Addendum C May 12, 2023Immix Biopharma, Inc. • May 12th, 2023 • Pharmaceutical preparations
Further to the Management Services Agreement dated March 24, 2021 (the “Agreement”) by and between Immix Biopharma, Inc. (the “Company”) and Alwaysraise LLC (“Alwaysraise”), this letter (“Addendum C”) hereby amends as follows:
Master Services AgreementMaster Services Agreement • October 6th, 2021 • Immix Biopharma, Inc. • Pharmaceutical preparations • Connecticut
This Master Services Agreement (this “Agreement”) dated as of December 22, 2014 (the “Effective Date”) is entered into by and between AxioMx, Inc., a Delaware corporation having a place of business at 688 East Main Street, Branford CT 06405 (“AxioMx”) and Immix Biopharma Inc, a Delaware corporation having an address at 2216 Linnington Ave, Los Angeles CA 90064, together with its Affiliates (“Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 18th, 2023 • Immix Biopharma, Inc. • Pharmaceutical preparations • Delaware
This Share Purchase Agreement (this “Agreement”), is made as of , 2023 by and among Immix Biopharma Cell Therapy, Inc. a Delaware company incorporated with an office at 11400 West Olympic Blvd, Suite 200 Los Angeles, CA 90064 (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 6th, 2021 • Immix Biopharma, Inc. • Pharmaceutical preparations • California
This MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of the 24th day of March, 2021 by and between Alwaysraise, LLC, a California limited liability company (“Alwaysraise”), and Immix Biopharma Inc., a Delaware corporation (“Company”) each a “party” and collectively the “parties”.
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • December 14th, 2022 • Immix Biopharma, Inc. • Pharmaceutical preparations
This Research and License Agreement (this “Agreement”) is entered into on November 27, 2022 (the “Effective Date”), by and between Hadasit Medical Research Services & Development, Ltd. of Jerusalem Bio Park, Hadassah Ein-Kerem Medical Center, P.O.B. 12000, Jerusalem 91120, Israel (“Hadasit”), BIRAD – Research and Development Company Ltd. of Bar Ilan University, Bldg. 102, Ramat Gan 5290002, Israel (“BIRAD”) (Hadasit and BIRAD, collectively, the “Licensors”) and Immix Biopharma Cell Therapy, Inc., a Delaware corporation, having a place of business at 11400 West Olympic Blvd Suite 200 Los Angeles, CA 90064 United States (“Company”). Each of Company and Licensor may be referred to as a “Party” and together as the “Parties”.
CLINICAL COLLABORATION AND SUPPLY AGREEMENTClinical Collaboration and Supply Agreement • October 15th, 2021 • Immix Biopharma, Inc. • Pharmaceutical preparations • New York
This Clinical Collaboration and Supply Agreement (this “Agreement”), made as of August 20, 2021 (the “Effective Date”), is by and between IMMiX BioPharma, Inc., a corporation organized under the laws of the State of Delaware, having its place of business at 10573 West Pico Blvd., # 58, Los Angeles, CA 90064 (“Immix) and BeiGene, Switzerland GmbH, a Swiss corporation with a principal place of business at Aeschengraben 27, 21st Floor, 4051 Basel, Switzerland (“BeiGene”). BeiGene and Immix are each referred to herein as a “Party” and are collectively referred to as the “Parties”.
