0001493152-22-005810.txt : 20220302 0001493152-22-005810.hdr.sgml : 20220302 20220302145711 ACCESSION NUMBER: 0001493152-22-005810 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220302 DATE AS OF CHANGE: 20220302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Immix Biopharma, Inc. CENTRAL INDEX KEY: 0001873835 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 454869378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93202 FILM NUMBER: 22702879 BUSINESS ADDRESS: STREET 1: 11400 WEST OLYMPIC BLVD. STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: (888) 958-1084 MAIL ADDRESS: STREET 1: 10573 W. PICO BLVD. STREET 2: #58 CITY: LOS ANGELES STATE: CA ZIP: 90064 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Murchinson Ltd. CENTRAL INDEX KEY: 0001838556 IRS NUMBER: 811321967 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 145 ADELAIDE STREET WEST CITY: TORONTO STATE: A6 ZIP: M5H 4E5 BUSINESS PHONE: (416) 845-0666 MAIL ADDRESS: STREET 1: 145 ADELAIDE STREET WEST CITY: TORONTO STATE: A6 ZIP: M5H 4E5 SC 13G/A 1 formsc13ga.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G/A

Amendment No. 1

 

Under the Securities Exchange Act of 1934*

 

Immix Biopharma, Inc.
(Name of Issuer)

 

Common Shares, $0.0001 par value
(Title of Class of Securities)

 

45258H106
(CUSIP Number)

 

February 25, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 45258H106

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Murchinson Ltd.
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐

(b) ☒

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

0*

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

0*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.00%*

12.

TYPE OF REPORTING PERSON

(SEE INSTRUCTIONS)

 

IA, OO

 

 

 

 

CUSIP No. 45258H106

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Marc Bistricer
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ☐

(b) ☒

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

0*

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

0*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.00%*

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN, HC

 

 

 

 

CUSIP No. 45258H106

 

Item 1. (a). Name of Issuer:
     
    Immix Biopharma, Inc.
     
  (b). Address of issuer’s principal executive offices:
     
    11400 West Olympic Blvd., Suite 200, Los Angeles, CA 90064
     
Item 2. (a). Name of person filing:
     
    Murchinson Ltd.
    Marc Bistricer
     
    The foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
     
    The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
     
    The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
     
  (b). Address or principal business office or, if none, residence:
     
    The principal business address of each Reporting Person is 145 Adelaide St. West, Suite 400, Toronto, Ontario Canada M5H 4E5.
     
  (c). Citizenship:
     
    Murchinson Ltd. – Canada
    Marc Bistricer – Canada
     
  (d). Title of class of securities:
     
    Common Shares
     
  (e). CUSIP No.:
     
    45258H106

 

 

 

 

CUSIP No. 45258H106

 

Item 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
   
  N/A
   
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  The information required by this Item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of each cover page to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on information reported in the Issuer’s 424B4 (“the Prospectus”) filed with the U.S. Securities and Exchange Commission on December 17, 2021 that as of December 15 2021, there were 13,177,125 shares of Common Stock issued and outstanding (the “Shares”).
   
 

The Shares of the Issuer reported herein are held by one or more funds and accounts (together the “Funds”) advised or subadvised by Murchinson Ltd. (the “Adviser”). The Adviser, in its capacity as adviser and subadvisor of the Funds as the case may be, has the power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own the Shares reported herein. Marc Bistricer, in his capacity as CEO of Murchinson, may also be deemed to have investment discretion and voting power over the shares held by the Funds. Each of Mr. Bistricer and Murchinson disclaims any beneficial ownership of these Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

   
Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
   
   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   
  N/A
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
   
  N/A

 

 

 

 

Item 8. Identification and Classification of Members of the Group.
   
  If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
   
  N/A
   
Item 9. Notice of Dissolution of Group.
   
  Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
   
  N/A
   
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 2, 2022  
  Murchinson Ltd.
     
  By: /s/ Marc Bistricer
    Principal
     
  Marc Bistricer
     
  By: /s/ Marc Bistricer
    Marc Bistricer, Individually

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 

EX-1 2 ex1.htm

 

Exhibit 1

 

Joint Filing Statement

Pursuant to Rule 13d-1(k)(1)

 

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Shares of Immix Biopharma, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

 

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

 

Dated: March 2, 2022  
  Murchinson Ltd.
     
  By: /s/ Marc Bistricer
    Principal
     
  Marc Bistricer
     
  By: /s/ Marc Bistricer
    Marc Bistricer, Individually