UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 individuals listed below were elected at the Meeting to serve as directors of the Company until the next annual meeting of stockholders and until their successors are duly elected and qualified: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Ilya Rachman | 14,550,940 | 312,412 | 3,770,855 | |||||||||
| Gabriel Morris | 14,348,689 | 514,663 | 3,770,855 | |||||||||
| Jason Hsu | 14,205,256 | 658,096 | 3,770,855 | |||||||||
| Magda Marquet | 14,163,767 | 699,585 | 3,770,855 | |||||||||
| Helen C. Adams | 12,711,203 | 2,147,749 | 3,775,255 | |||||||||
| Carey Ng | 12,647,795 | 2,213,687 | 3,772,725 | |||||||||
| Jane Buchan | 12,886,314 | 1,975,168 | 3,772,725 | |||||||||
| Yekaterina Chudnovsky | 14,561,814 | 301,538 | 3,770,855 | |||||||||
| 2. | Proposal No. 2: To ratify the appointment of KMJ Corbin & Company LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 18,420,579 | 166,815 | 46,813 | — | |||||||||
A majority of shares of common stock present in person or represented by proxy at the Annual Meeting were cast for approval of Proposal No. 2, and as such Proposal No. 2 was approved and ratified at the Annual Meeting.
| 3. | Proposal No. 3: To approve and adopt an amendment to the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to (i) increase the number of shares of common stock available for issuance under the 2021 Plan and (ii) adopt an evergreen provision to the 2021 Plan providing for an automatic annual increase in the shares of common stock available for issuance under the 2021 Plan over the next ten years: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 10,967,641 | 3,860,386 | 35,325 | 3,770,855 | |||||||||
A majority of shares of common stock present in person or represented by proxy at the Annual Meeting were cast for approval of Proposal No. 3, and as such Proposal No. 3 was approved and adopted at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
SIGNATURE
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.
| Immix Biopharma, Inc. | |
| Dated: June 14, 2024 | /s/ Ilya Rachman |
| Ilya Rachman | |
| Chief Executive Officer |