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[Member] Sale of Stock [Axis] Over-Allotment Option [Member] Collaborative Arrangement and Arrangement Other than Collaborative [Axis] March Sales Agreement [Member] July Sales Agreement [Member] Class of Stock [Axis] Prefunded Warrants [Member] Scenario [Axis] Scenario, Adjustment [Member] Credit Facility [Axis] July ATM Facility [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Award Type [Axis] Australian Tax Incentive [Member] Antidilutive Securities [Axis] Stock Options and Warrants Exercisable [Member] Long-Lived Tangible Asset [Axis] Computer Equipment [Member] Machinery and Equipment [Member] Furniture and Fixtures [Member] Fair Value Hierarchy and NAV [Axis] Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Fair Value, Inputs, Level 3 [Member] Nexcella Founders Agreement [Member] Preferred Class A [Member] Common Class A [Member] Nexcella Management Services Agreement [Member] March ATM Sales Agreement [Member] March ATM Facility [Member] July ATM Sales Agreement [Member] Securities Purchase Agreement [Member] Investment, Name [Axis] Affiliates [Member] Marketing Services Agreement [Member] IPO [Member] Treasury Stocks [Member] Title of Individual [Axis] Board of Directors Chairman [Member] Derivative Instrument [Axis] Equity Option [Member] Plan Name [Axis] 2016 Plan [Member] 2021 Plan [Member] Amended and Restated 2021 Omnibus Equity Incentive Plan [Member] Non Employee [Member] Board Of Directors [Member] Consultant [Member] Officer [Member] Board of Directors and Scientific Advisors [Member] Statistical Measurement [Axis] Minimum [Member] Maximum [Member] Share-Based Payment Arrangement, Option [Member] Warrant [Member] Nexcella 2022 Plan [Member] Nexcella 2022 Equity Incentive Plan [Member] Second Amended And Restated Nexcella 2022 Equity Incentive Plan [Member] Third Amended And Restated 2022 Equity Incentive Plan [Member] Private Placement [Member] Chief Executive Officer [Member] Chief Financial Officer [Member] Founders Agreement [Member] Nexcella [Member] Officers [Member] Restricted Stock [Member] Income Statement Location [Axis] General and Administrative Expense [Member] Two Consultants [Member] Exercise Price Range [Axis] Range One [Member] Range Two [Member] Range Three [Member] Range Four [Member] Range Five [Member] Range Six [Member] Range Seven [Member] Research and Development Arrangement, Contract to Perform for Others, Type [Axis] License Agreement Terms [Member] Income Tax Authority [Axis] Domestic Tax Authority [Member] State and Local Jurisdiction [Member] Foreign Tax Authority [Member] Tax Credit Carryforward [Axis] Research Tax Credit Carryforward [Member] Service Agreement [Member] Related Party Transaction [Axis] Aixo Mx [Member] Employment Agreement [Member] Dr. Rachman [Member] Management Sevices Agreement [Member] Mr. Morris [Member] IMMX Mr Morris [Member] Marketing Service Agreement [Member] Award Date [Axis] February Twenty Nineth Twenty Twenty Four [Member] July At The Market Facility [Member] Underwriting Agreement [Member] Cover [Abstract] Document Type Amendment Flag Amendment Description Document Registration Statement Document Annual Report Document Quarterly Report Document Transition Report Document Shell Company Report Document Shell Company Event Date Document Period Start Date Document Period End Date Document Fiscal Period Focus Document Fiscal Year Focus Current Fiscal Year End Date Entity File Number Entity Registrant Name Entity Central Index Key Entity Primary SIC Number Entity Tax Identification Number Entity Incorporation, State or Country Code Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Three Entity Address, City or Town Entity Address, State or Province Entity Address, Country Entity Address, Postal Zip Code Country Region City Area Code Local Phone Number Extension Written Communications Soliciting Material Pre-commencement Tender Offer Pre-commencement Issuer Tender Offer Title of 12(b) Security No Trading Symbol Flag Trading Symbol Security Exchange Name Title of 12(g) Security Security Reporting Obligation Annual Information Form Audited Annual Financial Statements Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Entity Emerging Growth Company Elected Not To Use the Extended Transition Period Document Accounting Standard Other Reporting Standard Item Number Entity Shell Company Entity Public Float Entity Bankruptcy Proceedings, Reporting Current Entity Common Stock, Shares Outstanding Documents Incorporated by Reference [Text Block] ICFR Auditor Attestation Flag Document Financial Statement Error Correction [Flag] Auditor Firm ID Auditor Name Auditor Location Statement of Financial Position [Abstract] ASSETS Current assets: Cash and cash equivalents Tax receivable Prepaid expenses and other current assets Total current assets Deferred offering costs Equipment, net Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses Total current liabilities Funds held for subsidiary private offering Total liabilities Commitments and contingencies Stockholders’ equity: Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding EX-101.PRE 30 immx-20231231_pre.xml XBRL PRESENTATION FILE XML 32 R1.htm IDEA: XBRL DOCUMENT

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41159
Entity Registrant Name	IMMIX BIOPHARMA, INC.
Entity Central Index Key	0001873835
Entity Tax Identification Number	45-4869378
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11400 West Olympic Blvd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90064
City Area Code	(310)
Local Phone Number	651-8041
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	IMMX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 27,964,126
Entity Common Stock, Shares Outstanding		26,396,420
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive proxy statement (the “2024 Proxy Statement”) relating to its 2043 annual meeting of stockholders (the “2024 Annual Meeting of Stockholders”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	170
Auditor Name	KMJ Corbin & Company LLP
Auditor Location	Irvine, California

XML 33 R2.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 17,509,791	$ 13,436,714
Tax receivable	1,172,183	255,705
Prepaid expenses and other current assets	1,105,776	1,205,398
Total current assets	19,787,750	14,897,817
Deferred offering costs	87,229	6,724
Equipment, net	50,181	3,560
Total assets	19,925,160	14,908,101
Current liabilities:
Accounts payable and accrued expenses	3,721,783	1,273,296
Total current liabilities	3,721,783	1,273,296
Funds held for subsidiary private offering		475,000
Total liabilities	3,721,783	1,748,296
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; 19,994,719 shares issued and 19,922,356 shares outstanding at December 31, 2023, and 13,964,485 shares issued and 13,892,122 shares outstanding at December 31, 2022	2,000	1,397
Additional paid-in capital	69,779,706	51,156,597
Accumulated other comprehensive income	134,666	87,021
Accumulated deficit	(53,411,295)	(37,985,247)
Treasury stock at cost, 72,363 shares as of December 31, 2023 and 2022	(99,963)	(99,963)
Total Immix Biopharma, Inc. stockholders’ equity	16,405,114	13,159,805
Non-controlling interests	(201,737)
Total stockholders’ equity	16,203,377	13,159,805
Total liabilities and stockholders’ equity	$ 19,925,160	$ 14,908,101

XML 34 R3.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	19,994,719	13,964,485
Common stock, shares outstanding	19,922,356	13,892,122
Treasury stock, shares	72,363	72,363

XML 35 R4.htm IDEA: XBRL DOCUMENT

Consolidated Statements of operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
General and administrative expenses	$ 7,406,082	$ 4,023,170
Research and development	8,735,031	4,195,778
Total operating expenses	16,141,113	8,218,948
Loss from operations	(16,141,113)	(8,218,948)
Other income (expense):
Interest income	572,006
Interest expense		(497)
Total other income (expense), net	572,006	(497)
Loss before provision for income taxes	(15,569,107)	(8,219,445)
Provision for income taxes	26,415	10,268
Net loss	(15,595,522)	(8,229,713)
Net loss attributable to non-controlling interests	169,474
Net loss attributable to Immix Biopharma, Inc. common stockholders	(15,426,048)	(8,229,713)
Other comprehensive income (loss):
Foreign currency translation	47,645	(38,387)
Total other comprehensive income (loss)	47,645	(38,387)
Comprehensive loss	(15,378,403)	(8,268,100)
Less: comprehensive loss attributable to non-controlling interests
Comprehensive loss attributable to Immix Biopharma, Inc. common stockholders	$ (15,378,403)	$ (8,268,100)
Loss per common share - basic	$ (0.89)	$ (0.59)
Loss per common share - diluted	$ (0.89)	$ (0.59)
Weighted average shares outstanding - basic	17,341,146	13,887,309
Weighted average shares outstanding - diluted	17,341,146	13,887,309

XML 36 R5.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2021	$ 1,323	$ 47,618,852	$ 125,408	$ (29,755,534)			$ 17,990,049
Balance, shares at Dec. 31, 2021	13,228,689
Shares issued for cash proceeds, net of offering costs	$ 63	2,913,687					2,913,750
Shares issued for cash proceeds, net of offering costs, shares	630,000
Shares issued for exercise of stock options	$ 6	(6)
Shares issued for cashless exercise of options, shares	62,532						140,992
Shares issued for services	$ 5	99,995					$ 100,000
Shares issued for services, shares	43,264						43,264
Repurchase of common shares					$ (99,963)		$ (99,963)
Repurchase of common shares, shares					(72,363)
Stock-based compensation		524,069					524,069
Net loss				(8,229,713)			(8,229,713)
Foreign currency translation adjustment			(38,387)				(38,387)
Balance at Dec. 31, 2022	$ 1,397	51,156,597	87,021	(37,985,247)	$ (99,963)		13,159,805
Balance, shares at Dec. 31, 2022	13,964,485				(72,363)
Shares issued for exercise of stock options		2,618					$ 2,618
Shares issued for cashless exercise of options, shares	1,351						1,351
Shares issued for services	$ 27	622,396					$ 622,423
Shares issued for services, shares	264,105
Stock-based compensation		1,943,285					1,943,285
Net loss				(15,426,048)		(169,474)	(15,595,522)
Foreign currency translation adjustment			47,645				47,645
Shares issued under ATM facilities for cash proceeds, net of offering costs	$ 252	5,438,718					5,438,970
Shares issued under ATM facility for cash proceeds, net of offering costs, shares	2,523,702
Shares and warrants issued under private placement for cash proceeds, net of offering costs	$ 324	9,933,829					9,934,153
Shares and warrants issued under private placement for cash proceeds, net of offering costs, shares	3,241,076
Nexcella shares issued for cash proceeds		650,000					650,000
Non-controlling interests in subsidiary		32,263				(32,263)
Balance at Dec. 31, 2023	$ 2,000	$ 69,779,706	$ 134,666	$ (53,411,295)	$ (99,963)	$ (201,737)	$ 16,203,377
Balance, shares at Dec. 31, 2023	19,994,719				(72,363)

XML 37 R6.htm IDEA: XBRL DOCUMENT

Consolidated statements of Cash Flows - USD ($)	12 Months Ended
Consolidated statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Activities:
Net loss	$ (15,595,522)	$ (8,229,713)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,565,708	624,069
Depreciation	5,468	2,135
Changes in operating assets and liabilities:
Tax receivable	(893,401)	(236,384)
Prepaid expenses and other current assets	111,842	(691,047)
Accounts payable and accrued expenses	2,434,467	1,131,736
Accrued interest		(9,099)
Net cash used in operating activities	(11,371,438)	(7,408,303)
Investing Activities:
Purchase of equipment	(52,089)
Net cash used in investing activities	(52,089)
Financing Activities:
Payments of deferred offering costs	(234,616)	(6,724)
Proceeds from exercise of stock options	2,618
Payments on note payable		(50,000)
Proceeds from sale of common stock, net of offering costs	15,520,510	2,913,750
Proceeds from sale of Nexcella common stock	175,000	475,000
Repurchase of common stock		(99,963)
Net cash provided by financing activities	15,463,512	3,232,063
Effect of foreign currency on cash	33,092	(31,524)
Net change in cash and cash equivalents	4,073,077	(4,207,764)
Cash and cash equivalents - beginning of year	13,436,714	17,644,478
Cash and cash equivalents - end of year	17,509,791	13,436,714
Supplemental Disclosures of Cash Flow Information:
Interest paid		9,596
Income taxes paid
Supplemental Disclosures of Noncash Financing Information:
Nexcella shares issued for funds previously received	475,000
Deferred offering costs charged against proceeds from sale of common stock	147,387
Cashless exercise of stock options		$ 6

XML 38 R7.htm IDEA: XBRL DOCUMENT

Nature of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Note 1 – Nature of Business

Immix Biopharma, Inc. (the “Company”) is a clinical-stage biopharmaceutical pharmaceutical company organized as a Delaware corporation on January 7, 2014 which is focused on developing a novel class of Tissue-Specific Therapeutics in oncology and immune-dysregulated diseases. In August 2016, the Company established a wholly-owned Australian subsidiary, Immix Biopharma Australia Pty Ltd. (“IBAPL”), in order to conduct various preclinical and clinical activities for its development candidates. In November 2022, the Company established a majority-owned subsidiary, Nexcella, Inc. (“Nexcella”), its cell therapy division.

XML 39 R8.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31.

Risk and Uncertainties - The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.

Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a material adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which may materially and adversely affect its business, financial condition and operations.

Use of Estimates in Financial Statement Presentation - The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company uses significant judgements when making estimates related to the valuation of deferred tax assets and related valuation allowances, accrual and prepayment of research and development expenses, and stock-based compensation. Actual results could differ from those estimates.

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Immix Biopharma, Inc., the accounts of its 100% owned subsidiary, IBAPL, and the accounts of its majority owned subsidiary, Nexcella. All intercompany transactions and balances have been eliminated in consolidation. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and comprehensive loss equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.

Liquidity and Going Concern - These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain financing to continue operations. In December 2021, the Company received $18,648,934 in net proceeds from the initial public offering (“IPO”) of its common stock. In January 2022, the Company raised additional net proceeds of $2,913,750 from the exercise of the underwriter’s over-allotment option in connection with the Company’s IPO. On March 22, 2023, the Company entered into an ATM Sales Agreement (the “March Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which the Company, issued and sold through the Sales Agent, approximately $5 million of shares of the Company’s common stock in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “March ATM Facility”) (see Note 6). As of June 15, 2023, the Company completed the equity raise pursuant to the March Sales Agreement and received net proceeds of $4,685,576 under the March ATM Facility. On July 14, 2023, the Company entered into an additional ATM Sales Agreement (the “July Sales Agreement”) with the Sales Agent, pursuant to which the Company, may, from time to time, issue and sell through the Sales Agent shares of the Company’s common stock in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “July ATM Facility”) (see Note 6). Initially, the Company is eligible to sell up to $4,200,000 worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock eligible for sale under the July Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the July Sales Agreement.

In August 2023, the Company sold (i) 3,241,076 shares of the Company’s common stock, par value $0.0001, and (ii) Pre-Funded warrants to purchase 1,913,661 shares of common stock (the “Pre-Funded Warrants”). The Company received gross proceeds of $10 million from the private placement and net proceeds of approximately $9.93 million, after deducting fees and expenses paid by the Company (the “August 2023 Private Placement”) (see Note 6).

From July 14, 2023 through February 5, 2024, the Company has sold 328,136 common shares pursuant to the July ATM Facility for net proceeds of $1,091,887, after offering expenses. On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated July 14, 2023, relating to the July Sales Agreement by and between the Company and ThinkEquity LLC. The Company will not make any sales of common stock pursuant to the July Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.

In February 2024, the Company conducted an underwritten public offering of 5,535,055 shares of its common stock at the public offering price of $2.71 per share, for the net proceeds of $13,566,697, after underwriter discounts and offering expenses (the “Offering”). Pursuant to the underwriting agreement, the Company granted the underwriter a 30-day over-allotment option to purchase up to an additional 783,970 shares of the Company’s common stock, which was exercised in full on March 1, 2024 for net proceeds of $1,954,594, after underwriting discounts and offering expenses (see Note 10).

The Company has a history of, and expects to continue to report, negative cash flows from operations and a net loss. While the Company’s estimates of its operating expenses and working capital requirements could be incorrect and the Company may use its cash resources faster than it anticipates, management believes that its cash and cash equivalents on hand at December 31, 2023, and funds raised from the July ATM Facility and the Offering (see Note 10), will be sufficient to meet the Company’s working capital requirements through at least March 29, 2025.

Concentration of Credit Risk - Periodically, the Company may carry cash and cash equivalents balances at financial institutions in excess of the federally insured limit of $250,000, or the Australian insured limit of AUD 250,000. At times, deposits held with financial institutions may exceed the amount of insurance provided. The Company has not experienced losses on these accounts and management believes that the credit risk with regard to these deposits is not significant.

Cash and Cash Equivalents – The Company’s cash equivalents include short-term highly liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value.

Equipment – Equipment is recorded at cost and depreciated over its estimated useful lives using the straight-line depreciation method as follows:

Computer equipment	3 years
Machinery and equipment	5 years
Furniture and office equipment	7 years

Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets – The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

Fair Value of Financial Instruments – The carrying value of short-term instruments, including cash and cash equivalents, tax receivable, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.

The following fair value hierarchy table presents information about the Company’s asset measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents (money market funds)	$	16,113,006	$	-	$	-

As of December 31, 2023, the Company had no liabilities required to be measured at fair value on a recurring basis.

As of December 31, 2022, the Company had no assets or liabilities required to be measured at fair value on a recurring basis.

Income Taxes – The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates.

Australian Tax Incentive – IBAPL is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. The Company recognized reductions to R&D expense of $1,064,745 and $236,376 for the years ended December 31, 2023 and 2022, respectively.

Deferred Offering Costs – The Company has capitalized qualified legal, accounting and other direct costs related to its efforts to raise capital through the sale of its common stock under the July ATM Facility. Deferred offering costs will be deferred and amortized ratably upon sales under the July ATM Facility, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the July ATM proceeds. If the Company terminates the July ATM Facility or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2023, $87,229 of deferred offering costs were capitalized related to the July ATM Facility.

Stock-Based Compensation – Stock-based compensation expense represents the estimated grant date fair value of the Company’s equity awards, consisting of stock options issued under the Company’s stock option plan and restricted common stock (see Note 6). The fair value of equity awards is recognized over the requisite service period of such awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock options using the Black-Scholes option pricing model on the date of grant and recognizes forfeitures as they occur. For stock awards for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable, or the performance condition has been achieved.

Patent Costs – Although the Company believes that its patents have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred.

Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs were not significant during the years ended December 31, 2023 and 2022.

Research and Development Costs – Research and development costs are expensed as incurred. Research and development costs consist primarily of clinical research fees paid to consultants and outside service providers, other expenses relating to design, development and testing of the Company’s therapy candidates, and for license and milestone costs related to in-licensed products and technology. Costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use.

Clinical trial costs are a component of research and development expenses. The Company estimates expenses incurred for clinical trials that are in process based on services performed under contractual agreements with clinical research organizations and actual clinical investigators. Included in the estimates are (1) the fee per patient enrolled as specified in the clinical trial contract with each institution participating in the clinical trial and (2) progressive data on patient enrollments obtained from participating clinical trial sites and the actual services performed. Changes in clinical trial assumptions, such as the length of time estimated to enroll all patients, rate of screening failures, patient drop-out rates, number and nature of adverse event reports, and the total number of patients enrolled can impact the average and expected cost per patient and the overall cost of the clinical trial. The Company monitors the progress of the trials and their related activities and adjusts expense accruals, when applicable. Adjustments to accruals are charged to expense in the period in which the facts give rise to the adjustments become known.

Other Comprehensive Income (Loss) – Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity in the consolidated balance sheets, as accumulated other comprehensive income.

Foreign Currency Translation and Transaction Gains (Losses) – The Company, and its majority-owned subsidiary Nexcella, maintain their accounting records in U.S. Dollars. The Company’s operating wholly-owned subsidiary, IBAPL, is located in Australia and maintains its accounting records in Australian Dollars, which is its functional currency. Assets and liabilities of the subsidiary are translated into U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates for the period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Foreign currency denominated transactions are translated at exchange rates approximating those in effect at the transaction dates. Exchange gains and (losses) are recognized in income and were $(992) and $2,245 for the years ended December 31, 2023 and 2022, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Loss Per Common Share - Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Basic weighted average shares outstanding for the year ended December 31, 2023 include 1,913,661 shares underlying Pre-Funded warrants to purchase common shares. As the shares underlying these Pre-Funded warrants can be issued for little consideration (an exercise price per share equal to $0.0001 per share), these shares are deemed to be issued for purposes of basic loss per common share. As of December 31, 2023 and 2022, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss per share, included stock options and warrants for 2,910,061 and 2,168,742 common shares, respectively.

Emerging Growth Company Status - The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until it is no longer an EGC.

Reclassifications

Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

Recent Accounting Pronouncements – In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

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Agreements with Nexcella Subsidiary

12 Months Ended

Dec. 31, 2023

Agreements With Nexcella Subsidiary

Agreements with Nexcella Subsidiary

Note 3 – Agreements with Nexcella Subsidiary

Founders Agreement

Effective December 8, 2022, the Company entered into a Founders Agreement with Nexcella (the “Nexcella Founders Agreement”).

The Nexcella Founders Agreement provides that prior to a Qualified IPO (as defined in Nexcella’s Amended and Restated Certificate of Incorporation, as amended (the “Nexcella COI”)) or Qualified Change in Control (as defined in the Nexcella COI), the Company shall provide funds to Nexcella as requested by Nexcella, in good faith, to be evidenced by a senior unsecured promissory note. In exchange for the time and capital expended in the formation of Nexcella and the identification of specific assets, the acquisition of which benefit Nexcella, on December 21, 2022, the Company loaned Nexcella approximately $2.1 million, evidenced by a senior unsecured promissory note, representing the up-front fee required to acquire Nexcella’s license agreement with Hadasit Medica Research Services & Development, Ltd. (“HADASIT”) and BIRAD Research and Development Company Ltd. (“BIRAD”), and for use as working capital for its research and development activities. The note, which matures on January 31, 2030, accrues interest at a rate of 7.875% per annum and is convertible into shares of common stock of Nexcella at a conversion price of $2.00 per share, subject to adjustment; provided, however, that such note shall automatically convert into shares of Nexcella common stock immediately prior to certain conversion triggers set forth in the note. Nexcella may not prepay the note without the Company’s prior written consent. The Nexcella Founders Agreement has a term of 15 years, which, upon expiration, automatically renews for successive one-year periods unless terminated by the Company upon notice at least six months prior to the end of the term or upon the occurrence of a Change of Control (as defined in the Nexcella Founders Agreement). In connection with the Nexcella Founders Agreement, the Company was issued 250,000 shares of Nexcella’s Class A Preferred Stock, 1,000,000 shares of Nexcella’s Class A Common Stock, and 5,000,000 shares of Nexcella’s common stock. The Class A Preferred Stock is identical to the common stock other than as to conversion rights, the PIK Dividend right (as defined below) and voting rights.

Each share of Class A Preferred Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. As a holder of Nexcella’s Class A Preferred Stock, the Company will receive on each March 13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock is converted into Nexcella’s common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Nexcella common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to 2.5% of Nexcella’s fully-diluted outstanding capitalization on the date that is one business day prior to any PIK Dividend Payment Date. In addition, as a holder of Class A Preferred Stock, the Company will be entitled to cast for each share of Class A Preferred Stock held as of the record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella, the number of votes that is equal to 1.1 times a fraction, the numerator of which is the sum of (A) the shares of outstanding Nexcella common stock and (B) the whole shares of Nexcella common stock into which the shares of outstanding Nexcella Class A Common Stock and the Class A Preferred Stock are convertible and the denominator of which is the number of shares of outstanding Nexcella Class A Preferred Stock.

Each share of Class A Common Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. In addition, upon a Qualified IPO (as defined in the Nexcella COI) or Qualified Change in Control (as defined in the Nexcella COI), each share of Class A Common Stock will automatically convert into one fully paid and nonassessable share of Nexcella’s common stock; provided however, if at that time, the Class A Common Stock is not then convertible into a number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of: (a) in the case of a Qualified IPO, at least $5,000,000 based on the initial offering price in such initial public offering, or (b) in the case of a Qualified Change in Control, at least $5,000,000 in cash or at least $5,000,000 of equity based on the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control, the Class A Common Stock will automatically convert into such number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of $5,000,000 based on the initial offering price in such initial public offering or the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control (or if such Qualified Change of Control results in the Class A Shares being exchanged solely for cash, then $5,000,000 in cash). The Company is entitled to cast such number of votes equal to the number of whole shares of Nexcella common stock into which the Company’s Class A Common Stock is convertible as of the record date for determining stockholders entitled to vote on matters presented to the stockholders of Nexcella.

In addition to the foregoing, the Company is entitled to one vote for each share of Nexcella common stock held by it. Except as provided by law or by the Nexcella COI, holders of Nexcella Class A Common Stock and Class A Preferred Stock shall vote together with the holders of Nexcella common stock, as a single class.

As additional consideration under the Nexcella Founders Agreement, Nexcella will also: (i) pay an equity fee in shares of common stock, payable within five business days of the closing of any equity or debt financing for Nexcella or any of its respective subsidiaries that occurs after the effective date of the Nexcella Founders Agreement and ending on the date when the Company no longer has majority voting control in Nexcella’s voting equity, equal to 2.5% of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to 4.5% of Nexcella’s annual Net Sales (as defined in the Nexcella Founders Agreement), payable on an annual basis, within 90 days of the end of each calendar year. In the event of a Change of Control, Nexcella will pay a one-time change in control fee equal to five times the product of (A) Net Sales for the 12 months immediately preceding the Change of Control and (B) 4.5%.

Management Services Agreement

Effective as of December 8, 2022, the Company entered into a Management Services Agreement (the “Nexcella MSA”) with Nexcella. Pursuant to the terms of the Nexcella MSA, the Company will render management, advisory and consulting services to Nexcella. Services provided under the Nexcella MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Nexcella’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Nexcella with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). At the request of the Company, Nexcella will utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by the Company, provided those services are offered at market prices. In consideration for the Services, Nexcella will pay the Company an annual base management and consulting fee of $500,000 (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year; provided, however, that such Annual Consulting Fee will be increased to $1.0 million for each calendar year in which Nexcella has Net Assets (as defined in the Nexcella MSA) in excess of $100 million at the beginning of the calendar year. Notwithstanding the foregoing, the first Annual Consulting Fee payment is not due until first business day of the calendar quarter immediately following the completion of the first equity financing for Nexcella that is in excess of $10 million in gross proceeds, which hasn’t yet occurred. The first payment will include all amounts in arrears from the effective date of the Nexcella MSA through such payment as well as the amounts in advance for such first quarterly payment. Actual and direct out-of-pocket expenses reasonably incurred by the Company in performing the Services are required to be reimbursed to the Company by Nexcella. The Nexcella MSA continues for a period of five years from the effective date thereof and shall be automatically extended for additional five year periods unless the Company and Nexcella provide written notice to not extend the term at least 90 days prior to the end of the term, unless the Nexcella MSA is terminated earlier by mutual agreement of the Company and Nexcella.

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Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid Expenses And Other Current Assets

Prepaid Expenses and Other Current Assets

Note 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
Prepaid research and development expenses	$	412,773	$	792,130
Prepaid insurance expense		263,927		323,296
Prepaid investor relations expense		384,494		11,905
Other current assets		44,582		78,067
Total prepaid expenses and other current assets	$	1,105,776	$	1,205,398

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Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Note 5 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
Accounts payable	$	1,433,022	$	143,074
Accrued research and development expenses		1,571,261		57,500
Accrued professional services		38,639		81,691
Accrued compensation and related expenses		577,854		552,835
Other accrued expenses		101,007		438,196
Total accounts payable and accrued expenses	$	3,721,783	$	1,273,296

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Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ Equity

Note 6 – Stockholders’ Equity

The Company has authorized 200,000,000 shares of common stock and 10,000,000 shares of preferred stock each with a par value of $0.0001 per share.

March ATM Sales Agreement

On March 22, 2023, the Company entered into the March Sales Agreement with the Sales Agent pursuant to which the Company could offer and sell, from time to time, through the Sales Agent, shares (the “March Shares”) of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000, subject to the terms and conditions set forth in the March Sales Agreement. The March Shares were offered and sold pursuant to the Company’s prospectus supplement, dated March 22, 2023, filed by the Company with the SEC on March 22, 2023, including the accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3 (File No. 333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023. The aggregate market value of March Shares eligible for sale under the Sales Agreement was subject to the limitations of General Instruction I.B.6 of Form S-3.

Under the March Sales Agreement, the Sales Agent sold the March Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company could instruct the Sales Agent not to sell any March Shares if the sales could not be effected at or above the price designated by the Company from time to time.

The Company paid the Sales Agent a fixed commission rate of 3.75% of the aggregate gross proceeds from the sale of the March Shares pursuant to the March Sales Agreement. In addition, the Company paid an expense deposit of $15,000 to the Sales Agent, which was applied against the actual out-of-pocket accountable expenses that were paid by the Company to the Sales Agent in connection with the offering. The Company reimbursed the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales Agent’s legal counsel up to $50,000 and reimbursed the Sales Agent, upon request, for such costs, fees and expenses in an amount not to exceed $7,500 on a quarterly basis for the first three fiscal quarters of each year and $10,000 for the fiscal fourth quarter of each year. Furthermore, the Company provided indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.

During the year ended December 31, 2023, the Company sold 2,263,868 March Shares pursuant to the March ATM Facility for net cash proceeds of $4,811,393, after deducting commissions. In addition, the Company amortized $125,817 of deferred offering costs for fees paid related to the March ATM Facility.

July ATM Sales Agreement

On July 14, 2023, the Company entered into the July Sales Agreement with the Sales Agent pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares (the “July Shares”) of the Company’s common stock, par value $0.0001 per share, subject to the terms and conditions set forth in the Sales Agreement. Initially, the Company is eligible to sell up to $4,200,000 worth of shares of its common stock as the aggregate market value of the Company’s shares of common stock eligible for sale under the July Sales Agreement is subject to the limitations of General Instruction I.B.6 of Form S-3 until such time that the Company’s public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding common stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the July Sales Agreement. The July Shares will be offered and sold pursuant to the Company’s prospectus supplement, dated July 14, 2023, filed by the Company with the SEC on July 14, 2023, including the accompanying base prospectus forming a part of the Company’s Registration Statement on Form S-3 (File No. 333-269100) filed by the Company with the SEC on January 3, 2023 and declared effective by the SEC on January 11, 2023.

Under the July Sales Agreement, the Sales Agent may sell the July Shares in sales deemed to be “at-the-market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Capital Market or any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company may instruct the Sales Agent not to sell any July Shares if the sales cannot be effected at or above the price designated by the Company from time to time.

The Company will pay the Sales Agent a fixed commission rate of 3.75% of the aggregate gross proceeds from the sale of the July Shares pursuant to the Sales Agreement. The Company has paid an expense deposit of $15,000 to the Sales Agent, which will be applied against the actual out-of-pocket accountable expenses that will be paid by the Company to the Sales Agent in connection with the offering. The Company has agreed to reimburse the Sales Agent for all expenses related to the offering including, without limitation, the fees and expenses of the Sales Agent’s legal counsel up to $50,000, and shall reimburse the Sales Agent, upon request, for such costs, fees and expenses in an amount not to exceed $7,500 on a quarterly basis for the first three fiscal quarters of each year and $10,000 for the fiscal fourth quarter of each year. The Company has also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.

During the year ended December 31, 2023, the Company sold 259,834 July Shares pursuant to the July ATM Facility for net cash proceeds of $801,442, after deducting commissions. In addition, the Company recorded offering expenses of $26,478 and amortized $21,570 of deferred offering costs for fees paid related to the July ATM Facility.

August 2023 Private Placement

On August 21, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain accredited investor (the “Purchaser”), pursuant to which the Company sold and issued to the Purchaser in a private placement transaction (the “Private Placement”) (i) 3,241,076 shares (the “Shares”) of the Company’s common stock, par value $0.0001, and (ii) Pre-Funded warrants to purchase 1,913,661 shares of common stock (the “Pre-Funded Warrants”). The purchase price per share of common stock was $1.94 per share (the “Purchase Price”) and the purchase price for the Pre-Funded Warrants was the Purchase Price minus $0.0001 per Pre-Funded Warrant. The Company received gross proceeds of $10 million from the Private Placement and net proceeds of $9,934,153, after deducting fees and expenses paid by the Company. The Company intends to use the proceeds of the August 2023 Private Placement for working capital and general corporate purposes.

The Pre-Funded Warrants have a per share exercise price of $0.0001, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Pre-Funded Warrants will not expire until exercised in full. The Pre-Funded Warrants contain a “blocker” provision providing that a holder (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 19.99% of the outstanding shares of common stock of the Company. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties.

The Shares and Pre-Funded Warrants, and the common stock issuable upon the exercise of the Pre-Funded Warrants, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act.

Pursuant to the Securities Purchase Agreement, the Company filed with the SEC a Registration Statement on Form S-3 (File No. 333-274684) on September 25, 2023 and declared effective by the SEC on September 28, 2023, to register the resale of the Shares and Pre-Funded Warrants.

None of the Pre-Funded Warrants have been exercised to date.

Other Common Stock Issuances

During the year ended December 31, 2023, the Company entered into various marketing services agreements, whereby the Company agreed to issue 122,300 shares of its common stock, valued at $247,500, in exchange for future services. As of December 31, 2023, the Company has issued 122,300 shares of the Company’s common stock pursuant to the marketing services agreements. During the year ended December 31, 2023, the Company recorded stock-based compensation expense of $232,624 related to the fair value of the shares of common stock. As of December 31, 2023, the Company has $14,876 of unamortized stock-based compensation which will be amortized over the remaining service period.

During the year ended December 31, 2023, the Company entered into various marketing services agreements, whereby the Company issued 123,396 shares of its common stock valued at $322,299 for services received, which was recorded as stock-based compensation during the year ended December 31, 2023.

During the year ended December 31, 2023, the Company entered into a marketing services agreement, whereby the Company agreed to issue shares of restricted common stock for services performed on a monthly basis valued at $22,500 based on the average closing price for the prior 10 trading days. During the year ended December 31, 2023, the Company has issued 18,409 shares of its common stock for an aggregate value of $67,500 pursuant to the agreement.

During the year ended December 31, 2023, the Company issued 1,351 shares of its common stock upon the exercise of stock options for cash proceeds of $2,618.

On January 5, 2022, the Company sold 630,000 shares of its common stock pursuant to the full exercise of the over-allotment option in connection with the Company’s IPO. The shares were sold at the IPO price of $5.00 per share, resulting in gross proceeds of $3,150,000 and bringing the total gross proceeds of the IPO to $24,150,000. In connection with the exercise of the over-allotment, the Company paid $243,275 in offering costs resulting in net proceeds of $2,913,750 and bringing total net proceeds to $21,562,684.

During the year ended December 31, 2022, the Company issued 43,264 shares of its common stock with a fair value of $100,000 for services.

During the year ended December 31, 2022, the Company purchased 72,363 shares of its common stock at a cost of $99,963 pursuant to its share repurchase program. The shares are being held in treasury. The share repurchase plan was approved by the Company’s board of directors (“Board of Directors” or “Board”) on May 9, 2022 and authorized the repurchase of up to $1,000,000 of the Company’s common stock. The share repurchase plan expired on December 31, 2022.

During the year ended December 31, 2022, the Company issued 62,532 shares of its common stock upon the cashless exercise of 140,992 stock options.

Stock Options

In 2016, the Board of Directors of the Company approved the Immix Biopharma, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan allows for the Board of Directors to grant various forms of incentive awards covering up to 417,120 shares of common stock. During the year ended December 31, 2021, the Board of Directors amended the 2016 Plan to increase the aggregate number of shares available for issuance under the 2016 Plan to 1,761,120 shares of common stock. On September 10, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (as amended and restated, the “2021 Plan”) pursuant to which it initially reserved and made available for future issuance under the 2021 Plan (i) 900,000 shares of common stock, plus (ii) the number of shares of common stock reserved, but unissued under the 2016 Plan, and (iii) the number of shares of common stock underlying forfeited awards under the 2016 Plan, provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award (as defined in the 2021 Plan) would not count against such share limit. Subsequent to September 10, 2021, no further awards are to be issued under the 2016 Plan, but all awards under the 2016 Plan which were outstanding as of September 10, 2021 (including any Grandfathered Arrangement (as defined in the 2021 Plan)) shall continue to be governed by the terms, conditions and procedures set forth in the 2016 Plan and any applicable award agreement.

On April 24, 2023, the Company’s Board of Directors adopted the Immix Biopharma, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan (the “Amended 2021 Plan”) which, among other things, increased the number of shares of common stock that may be issued under such plan by 1,034,561 shares, subject to stockholder approval. On June 7, 2023, stockholders of the Company approved the Amended 2021 Plan. As of December 31, 2023, there were 1,040,777 shares of the Company’s common stock remaining to be issued under the Amended 2021 Plan.

During the year ended December 31, 2023, the Compensation Committee of the Board of Directors approved the issuance of options to purchase 136,670 shares of the Company’s common stock to non-employee members of the Board of Directors of the Company and 586,000 shares of the Company’s common stock to management of the Company. The options have a term of 10 years, exercise prices ranging from $1.82 to $1.95 per share and vest over periods of 10 to 48 equal monthly installments.

During the year ended December 31, 2023, the Board of Directors approved the issuance of options to purchase 20,000 shares of the Company’s common stock to a consultant of the Company with a term of 10 years and an exercise price of $1.95 per share, which options vest in 48 equal monthly installments.

During the year ended December 31, 2022, the Company granted options to purchase 500,000 shares of the Company’s common stock to officers of the Company, and granted options to purchase 91,250 shares of the Company’s common stock to non-employee members of the Board of Directors and scientific advisors of the Company. The exercise price of the options is $2.64-$5.83 and the options expire ten years following grant. These options vest in equal monthly installments beginning on the grant date ranging from 12 to 48 months.

The following table reflects the weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2023 and 2022:

	2023			2022
Volatility		114-120	%		117-124	%
Expected life (years)		5.27-10			5.27-10.0
Risk-free interest rate		4.12-4.38	%		1.70-3.06	%
Dividend rate		—	%		—	%

The Company recognized stock-based compensation of $731,329 and $476,746 related to stock options for the years ended December 31, 2023 and 2022, respectively, which is included in general and administrative expenses.

As of December 31, 2023, the Company had unrecognized stock-based compensation expense of $1,990,396, related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 2.73 years.

The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022:

Schedule of Stock Option Activity

	Options			Weighted-Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2022		1,320,984		$	1.54
Granted		591,250		$	2.70
Exercised		(140,992	)	$	1.33
Forfeited		-		$	-
Expired		-		$	-
Outstanding, December 31, 2022		1,771,242		$	1.94
Granted		742,670		$	1.86
Exercised		(1,351	)	$	1.94
Forfeited		-		$	-
Expired		-		$	-
Outstanding and expected to vest, December 31, 2023		2,512,561		$	1.92

The following table discloses information regarding outstanding and exercisable options at December 31, 2023:

		Outstanding						Exercisable
Exercise Price		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.80		256,500	$	0.80		7.20		256,500	$	0.80
$	1.33		150,892	$	1.33		1.67		150,892	$	1.33
$	1.80		36,670	$	1.80		9.64		8,890	$	1.80
$	1.86		1,458,500	$	1.86		8.48		564,671	$	1.86
$	1.99		18,749	$	1.99		9.67		416	$	1.99
$	2.64		580,000	$	2.64		8.54		257,084	$	2.64
$	5.83		11,250	$	5.83		8.04		5,391	$	5.83
			2,512,561	$	1.92		7.98		1,243,844	$	1.76

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of December 31, 2023, the intrinsic value for the options vested and outstanding was $6,423,762 and $12,567,619, respectively.

The total intrinsic value of stock options exercised during the year ended December 31, 2023 was $2,827.

Stock Warrants

On January 5, 2022, in connection with the issuance of shares of the Company’s common stock pursuant to the exercise of the over-allotment discussed above, the Company issued warrants for the purchase of 31,500 shares of the Company’s common stock with a term of 5 years and an exercise price of $6.25 per share, which warrants vested six months after the date of issuance.

The following table summarizes the stock warrant activity for the years ended December 31, 2023 and 2022:

Schedule of Stock Warrant Activity

	Warrants		Weighted-Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2022		366,000	$	3.93
Granted		31,500	$	6.25
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and exercisable, December 31, 2022		397,500	$	4.11
Granted		1,913,661	$	0.0001
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and exercisable, December 31, 2023		2,311,161	$	0.71

The following table discloses information regarding outstanding and exercisable warrants at December 31, 2023:

		Outstanding						Exercisable
Exercise Price		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.0001		1,913,661	$	0.0001		-		1,913,661	$	0.0001
$	0.80		156,000	$	0.80		7.23		156,000	$	0.80
$	6.25		241,500	$	6.25		2.96		241,500	$	6.25
			2,311,161	$	4.11		0.80		2,311,161	$	0.71

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock warrant and the fair value of the Company’s common stock for stock warrants that were in-the-money at period end. As of December 31, 2023, the intrinsic value for the warrants vested and outstanding was $14,358,868.

Nexcella Equity Transactions

As of December 31, 2023, the Company’s controlling interest, on a fully dilutive basis, of Nexcella represents 91.6% of Nexcella’s total common stock equivalents outstanding.

The Nexcella 2022 Equity Incentive Plan (the “2022 Plan”) allows for Nexcella’s Board of Directors to grant various forms of incentive awards initially covering up to 375,000 shares of common stock. On May 29, 2023, Nexcella’s Board of Directors approved the Second Amended and Restated Nexcella 2022 Equity Incentive Plan, which submitted an increase to the number of shares of Nexcella common stock issuable under the plan from 375,000 shares to 607,640 shares. On August 11, 2023, Nexcella’s Board of Directors requested the Third Amended and Restated 2022 Equity Incentive Plan, which increased the number of shares of Nexcella common stock issuable under the plan from 607,640 to 800,000 shares. The Nexcella shareholders subsequently approved the increase in Nexcella common stock issuable under the plan to 800,000. As of December 31, 2023, there were 83,688 shares of common stock available for issuance under the Nexcella 2022 Plan.

Common Stock

During the year ended December 31, 2023, Nexcella closed on its private offering for the sale of 100,152 common shares of Nexcella at a purchase price of $6.49 per share for total proceeds of $650,000. The Company’s Chief Executive Officer purchased 7,704 shares of Nexcella’s common stock for a purchase price of $50,000 in the private placement offering. In addition, the Company’s Chief Financial Officer through Alwaysraise, LLC and Alwaysraise Ventures I, L.P., entities affiliated with the Company’s Chief Financial Officer, purchased an aggregate of 15,408 shares of Nexcella’s common stock in the private placement offering for $100,000. As of December 31, 2022, Nexcella entered into subscription agreements for the sale of 73,188 shares of Nexcella’s common stock, at a purchase price of $6.49 per share for total proceeds of $475,000. As of December 31, 2022, the offering had not yet closed, and the shares were not issued by Nexcella as of December 31, 2022, and accordingly, the Company recorded the proceeds of $475,000 in funds held for subsidiary private offering at December 31, 2022.

On March 13, 2023, pursuant to the terms of the Founders Agreement, Nexcella issued 167,566 shares of common stock to the Company as a PIK Dividend based on the total dilutive shares of Nexcella outstanding as of March 12, 2023.

Restricted Stock Awards

On December 8, 2022, Nexcella issued 350,000 shares of Nexcella restricted common stock to the officers of the Company for services to be performed, which vest in 48 equal monthly installments. The stock was valued at a share price of $6.49 on the date of issuance, which represents the most recent cash sales price of Nexcella’s common stock, for a total value of $2,271,500 related to services.

During the year ended December 31, 2023, the Board of Directors of Nexcella, granted 179,784 shares of restricted common stock to the non-employee members of the Board of Directors for services to be performed, which vest in 24 equal monthly installments. The stock was valued at a share price of $6.49 on the date of issuance, which represents the most recent cash sales price of Nexcella’s common stock, for a total value of $1,166,798 related to services.

During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $950,672 and $47,323, respectively, related to the total value, which was included in general and administrative expenses. The unrecognized stock-based compensation expense of $2,440,303 related to unvested restricted common stock is expected to be recognized over the remaining vesting period of 2.42 years. As of December 31, 2023, 144,628 shares of restricted common stock have vested with the remaining 385,156 restricted shares to vest over the vesting period of 2.42 years.

Stock Options

During the year ended December 31, 2023, the Board of Directors of Nexcella, granted 114,028 options to purchase shares of common stock to the non-employee members of the Board of Directors for services to be performed, with a term of 10 years and an exercise price of $6.49 per share, which options vest in 24 equal monthly installments.

During the year ended December 31, 2023, the Board of Directors of Nexcella granted 72,500 options to purchase shares of common stock to three consultants for services to be performed, with a term of 10 years and an exercise price of $6.49 per share, which options vest in 48 equal monthly installments.

The Company recognized stock-based compensation of $261,284 related to stock options for the year ended December 31, 2023, which is included in general and administrative expenses. As of December 31, 2023, Nexcella had unrecognized stock-based compensation expense of $813,378, related to unvested stock options, which is expected to be recognized over the weighted-average vesting period of 2.41 years.

The following table summarizes the stock option activity for the year ended December 31, 2023 for Nexcella:

Schedule of Stock Option Activity

	Options		Weighted- Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2023		-	$	-
Granted		186,528	$	6.49
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and expected to vest, December 31, 2023		186,528	$	6.49

The following table discloses information regarding outstanding and exercisable options at December 31, 2023:

		Outstanding						Exercisable
Exercise Price		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	6.49		186,528	$	6.49		9.74		43,023	$	6.49

			186,528	$	6.49		9.74		43,023	$	6.49

- Definition

The entire disclosure for equity.

+ References

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+ Details

XML 44 R13.htm IDEA: XBRL DOCUMENT

Licenses Acquired

12 Months Ended

Dec. 31, 2023

Licenses Acquired

Licenses Acquired

Note 7 – Licenses Acquired

On December 8, 2022, Nexcella entered into a Research and License agreement with HADASIT and BIRAD (collectively, the “Licensors”) to acquire intellectual property rights pertaining to CAR-T (the “H&B License”). Pursuant to the H&B License, Nexcella paid the Licensors an upfront license fee of $1.5 million in December 2022 (included in research and development expenses on the consolidated statements of operations and comprehensive loss). Additional quarterly payments totaling approximately $13.0 million are due through September 2026 along with an annual license fee of $50,000. Future royalty payments of 5% are due on net sales of licensed products, combined with sales milestone payments in the aggregate amount of up to $20 million when annual net sales reach certain thresholds for each licensed product. The royalties for each licensed product on a country-to-country basis are to be paid through the latter of (a) the expiration of the last-to-expire valid claim under a licensed patent (if any) in such country; (b) the date of expiration of any other Exclusivity Right (as defined in the H&B License) or data protection period granted by a regulatory or other governmental authority with respect to a licensed product that provides exclusivity in the relevant country; or (c) the end of a period of 15 years from the date of the First Commercial Sale (as defined in the H&B License) of the applicable Licensed Product (as defined in the H&B License) in such country.

During the year ended December 31, 2023 and 2022, the Company recorded R&D expenses of $2,793,712 and $1,500,000, respectively, related to the license agreement.

XML 45 R14.htm IDEA: XBRL DOCUMENT

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 8 – Income Taxes

The Company is subject to taxation in the United States, California and Australia. At December 31, 2023, the Company had federal, state, and foreign net operating loss (“NOL”) carryforwards of approximately $11,800,000, $11,800,000 and $3,100,000, respectively. The federal loss carryforwards generated after 2017 of approximately $11,200,000 will carryforward indefinitely and can be used to offset up to 80% of future annual taxable income, while those loss carryforwards generated prior to 2018 begin expiring in 2034, unless previously utilized. State loss carryforwards also begin expiring in 2034, unless previously utilized, while the Company’s foreign loss carryforward does not expire. The Company also has federal and California research and development credit carryforwards totaling approximately $241,000 and $219,000, respectively, at December 31, 2023. The Federal credits begin to expire in 2034, unless previously utilized, while the State credits do not expire. The Company also has foreign withholding tax carryforwards totaling $100,000 at December 31, 2023. The foreign withholding tax carryforward credit begins to expire in 2028, unless previously utilized.

The Company’s NOL and credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of ownership changes that could occur in the future pursuant to Internal Revenue Code Sections 382 and 383. These ownership changes may limit the amount of NOL and credit carryforwards that can be utilized to offset future taxable income and income tax, respectively. In general, an “ownership change” as defined by the tax code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups.

The Company’s federal income tax returns from 2019 forward, state income tax returns from 2018 forward, and its Australian tax returns beginning in 2020 are subject to examination by tax authorities.

A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate to the loss from operations for the years ended December 31, 2023 and 2022 is as follows:

Schedule of Provision for Income Taxes

	Year Ended December 31, 2023			Year Ended December 31, 2022

Expected income tax benefit computed at the statutory rate	$	(4,308,817	)	$	(1,736,301	)
State income tax benefit, net of federal benefit, net of valuation allowance		-			-
Foreign rate differential		43,337			14,228
Foreign losses not benefited		404,260			119,362
Tax effect of:
Change in valuation allowance		3,849,451			1,692,278
Change in fair value of derivative liability		-			-
Other permanent items and tax credits		(298,179	)		(180,713	)
Other non-deductible expenses		336,363			91,196
Provision for income taxes	$	26,415		$	10,268

Net deferred tax assets are comprised of the following as of December 31, 2023 and 2022:

Schedule of Deferred Tax Assets

	December 31, 2023			December 31, 2022

Net operating losses	$	4,081,830		$	1,920,819
Foreign tax credits		99,741			73,326
Federal & state research credit carryforwards		461,098			216,418
Stock-based compensation		109,859			149,599
Amortization of capitalized research and development		2,879,433			1,018,128
Valuation allowance		(7,631,961	)		(3,378,250	)
Net deferred tax assets	$	-		$	-

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Based on the weight of available evidence, including the Company’s history of operating losses, management has determined that it is more likely than not that the Company’s net deferred tax assets will not be realized. Accordingly, a valuation allowance has been established by the Company to fully offset these net deferred tax assets.

For the years ended December 31, 2023 and 2022, domestic and foreign pre-tax losses were as follow:

Schedule of Pre-tax Loss

	December 31, 2023		December 31, 2022

Loss before income taxes - Domestic	$	13,952,065	$	7,741,995
Loss before income taxes – Foreign		1,617,042		477,450
Loss before income taxes - Consolidated	$	15,569,107	$	8,219,445

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and may provide for indemnification of the counterparty. The Company’s exposure under these agreements is unknown because it involves claims that may be made against it in the future but have not yet been made. To date, the Company has not been subject to any claims or been required to defend any action related to its indemnification obligations.

The Company indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits, while the director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as the director or officer may be subject to any proceeding arising out of acts or omissions of such individual in such capacity. The maximum amount of potential future indemnification is unlimited. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of December 31, 2023 and 2022.

Royalty Agreement

On December 22, 2014, the Company entered into a Master Service Agreement (“MSA”) with AxioMx, Inc. (“AxioMx”). AxioMx is in the business of developing and supplying custom affinity reagents. AxioMx and the Company entered into the MSA to serve as a master agreement governing multiple sets of projects as may be agreed upon by them from time to time. Pursuant to the MSA, AxioMx is entitled to royalties on the sale of any Deliverable (as defined in the MSA) that is used for diagnostic, prognostic or therapeutic purposes, in humans or animals, or for microbiology testing, including food safety testing or environmental monitoring. Specifically, the Company shall pay AxioMx a royalty of 3.5% of Net Sales (as defined in the MSA) of assigned products for each Deliverable used in licensed products for therapeutic purposes. In addition, the Company shall pay AxioMx a royalty of 1.5% of Net Sales of assigned products for each Deliverable used in licensed products for diagnostic or prognostic purposes; provided, however, if three Deliverables are used in an assigned product for diagnostic or prognostic purposes, the royalty shall be 4.5%. Through December 31, 2023, no amounts have been paid or accrued under the MSA. As of December 31, 2023, the MSA has expired and the Company does not intend to extend the MSA; however, the royalty obligations shall survive the termination of the MSA.

Legal Proceedings

From time to time we may be involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations.

Employment Agreements

On June 18, 2021, the Company entered into an Employment Agreement with Ilya Rachman (as amended, the “Rachman Employment Agreement”), effective for a three-year term. Pursuant to the Rachman Employment Agreement, the Company employs Dr. Rachman as Chief Executive Officer and Dr. Rachman was entitled to a base salary of $360,000 annually. Dr. Rachman was also entitled to a performance-based bonus of 100% of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On July 14, 2022, the Compensation Committee of the Board of Directors approved a new compensation package for Dr. Rachman, and on November 9, 2022, the Company entered into an amendment to the Rachman Employment Agreement dated as of June 18, 2021 pursuant to which (i) Dr. Rachman’s annual base salary was increased to $425,000, retroactive as of January 1, 2022 and (ii) entitling Dr. Rachman to a performance-based bonus of up to 50% of his base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. In addition, on July 14, 2022, the Company issued Dr. Rachman options to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $2.64 per share. Unless terminated by the Company without “cause” or by Dr. Rachman with “good reason” (as such terms are defined in the Rachman Employment Agreement), upon termination, Dr. Rachman will be entitled only to his base salary through the date of termination, valid expense reimbursements and unused vacation pay. If terminated by the Company without “cause” or by Dr. Rachman with “good reason,” he is entitled to be paid his base salary through the end of the term at the rate of 150%, valid expense reimbursements and accrued but unused vacation pay. On March 7, 2023, the Compensation Committee of the Board of Directors approved an increase in the annual base salary and on May 12, 2023, the Company entered into an amendment to the Rachman Employment Agreement pursuant to which Dr. Rachman’s annual base salary was increased to $446,000, effective January 1, 2023. Dr. Rachman’s employment agreement contains provisions for the protection of the Company’s intellectual property and contains non-compete restrictions in the event of his termination other than by the Company without “cause” or by Dr. Rachman with “good reason” (generally imposing restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company and (iii) soliciting or accepting business from our customers for a period of six months following termination). Pursuant to the Rachman Employment Agreement, Dr. Rachman may serve as a consultant to, or on boards of directors of, or in any other capacity to, other companies provided that they will not interfere with the performance of his duties to the Company. On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in the annual base salary for Dr. Rachman to $475,000, effective January 1, 2024.

On March 18, 2021, the Company entered into a Management Services Agreement with Alwaysraise LLC, an entity which Gabriel Morris, the Company’s Chief Financial Officer and a member of the Board, is sole member, effective for a three-year term, which was amended effective June 18, 2021 (as amended, the “Morris MSA”). Pursuant to the Morris MSA, the Company employs Mr. Morris as Chief Financial Officer and Mr. Morris was entitled to a base salary of $240,000 annually beginning in December 2021 ($120,000 annually prior). Mr. Morris was also entitled to a performance-based bonus of 100% of the base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. On July 14, 2022, the Compensation Committee of the Board of Directors approved a new compensation package for Mr. Morris, and on November 9, 2022, the Company entered into an amendment to the Morris MSA dated as of March 24, 2021 pursuant to which (i) Mr. Morris’ annual base salary was increased to $425,000, retroactive as of January 1, 2022 and (ii) entitling Mr. Morris to a performance-based bonus of up to 50% of his base salary (subject to, and determined by, the Board in its sole discretion) plus additional performance bonuses to be determined by the Board. In addition, on July 14, 2022, the company issued Mr. Morris options to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $2.64 per share. Unless terminated by the Company without “cause” or by Alwaysraise LLC (as such terms are defined in the Morris MSA), upon termination, Mr. Morris will be entitled only to his base salary through the date of termination, valid expense reimbursements and unused vacation pay. If terminated by the Company without “cause,” he is entitled to be paid his base salary through the end of the term at the rate of 150%, valid expense reimbursements and accrued but unused vacation pay. On March 7, 2023, the Compensation Committee of the Board of Directors approved an increase in annual base salary, and on May 12, 2023, the Company entered into an amendment to the Morris MSA pursuant to which the Mr. Morris’ annual base salary was increased to $446,000, effective January 1, 2023. The Morris MSA contains provisions for the protection of the Company’s intellectual property and confidential information. On February 6, 2024, the Compensation Committee of the Board of Directors approved an increase in the annual base salary for Mr. Morris to $475,000, effective January 1, 2024.

On June 24, 2021, the Company issued an offer letter to Graham Ross Oncology Consulting Services Ltd., a United Kingdom company, of which Graham Ross, the Company’s consulting Acting Chief Medical Officer and Head of Clinical Development is the sole member, regarding Dr. Ross’ provision of consultative services to the Company (the “Offer Letter”). Pursuant to the Offer Letter (signed by Dr. Ross on June 24, 2021), Dr. Ross is entitled to an hourly rate for his consulting services and an option grant. On June 24, 2021, the Company also signed a mutual confidentiality and non-disclosure agreement with Graham Ross Oncology Consulting Services Ltd.

Collaboration Agreement

In August 2021, the Company entered into a Clinical Collaboration and Supply Agreement with BeiGene Ltd. (“BeiGene”) for a combination Phase 1b clinical trial in solid tumors of IMX-110 and anti-PD-1 Tislelizumab (the subject of a collaboration and license agreement among BeiGene and Novartis). Under the terms of the agreement, the Company will conduct the combination trial. The cost of Tislelizumab manufacture and supply (including shipping, taxes and duty if applicable and any third-party license payments that may be due) will be solely borne by BeiGene. To date, no amounts have been paid to BeiGene.

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Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

Common Stock Issuance – Marketing Services Agreements

Subsequent to December 31, 2023, the Company issued 15,486 shares of restricted common stock valued at $67,500 for investor relations services based on the average closing price for the prior 10 trading days pursuant to a marketing services agreement entered into on July 25, 2023.

Subsequent to December 31, 2023, the Company issued 70,000 shares of restricted common stock valued at $245,000 for investor relations services based on the closing price pursuant to the extension of a marketing services agreement entered into on February 29, 2024.

Common Stock Issuance – July ATM Facility

Subsequent to December 31, 2023, the Company sold a total of 68,302 shares of its common stock under the July ATM Facility for aggregate net proceeds of $425,728 after deducting commissions and SEC fees. On February 5, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated July 14, 2023, relating to the July Sales Agreement by and between the Company and ThinkEquity LLC. The Company will not make any sales of common stock pursuant to the July Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.

Common Stock Issuance – Public Offering

On February 5, 2024, the Company entered into an Underwriting Agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of 5,535,055 shares of common stock of the Company. The public offering price is $2.71 per share of Common Stock and the Underwriter has agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $2.5203 per share. On February 8, 2024, the Company closed the offering and received net proceeds of $13,566,697, after deducting underwriting discounts and commissions and estimated offering expenses. Pursuant to the Agreement, the Company granted the Underwriter a 30-day over-allotment option to purchase up to an additional 783,970 shares of Common Stock which was exercised in full on March 1, 2024 for net proceeds of $1,954,594, after deducting underwriting discounts and offering expenses.

Common Stock Issuances – Option exercises

Subsequent to December 31, 2023, the Company issued 834 shares of common stock upon the exercise of certain common stock options for cash proceeds of $1,660.

Lease

In January 2024, the Company entered into a long-term operating lease agreement for 14,000 square feet of biopharmaceutical manufacturing space in California under a non-cancelable operating lease that expires in December 2033. Under the terms of the lease, the Company is required to pay monthly base rents ranging from $11,900 to $16,218, and pay its proportionate share of property taxes, insurance and normal maintenance costs. The lease agreement includes two options to extend the lease for a term of five years each.

XML 48 R17.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Risk and Uncertainties

Use of Estimates in Financial Statement Presentation

Principles of Consolidation

Liquidity and Going Concern

Concentration of Credit Risk

Cash and Cash Equivalents

Equipment

Equipment – Equipment is recorded at cost and depreciated over its estimated useful lives using the straight-line depreciation method as follows:

Computer equipment	3 years
Machinery and equipment	5 years
Furniture and office equipment	7 years

Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets

Fair Value of Financial Instruments

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.

The following fair value hierarchy table presents information about the Company’s asset measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents (money market funds)	$	16,113,006	$	-	$	-

As of December 31, 2023, the Company had no liabilities required to be measured at fair value on a recurring basis.

As of December 31, 2022, the Company had no assets or liabilities required to be measured at fair value on a recurring basis.

Income Taxes

Australian Tax Incentive

Deferred Offering Costs

Stock-Based Compensation

Patent Costs

Advertising Costs

Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs were not significant during the years ended December 31, 2023 and 2022.

Research and Development Costs

Other Comprehensive Income (Loss)

Foreign Currency Translation and Transaction Gains (Losses)

Loss Per Common Share

Emerging Growth Company Status

Reclassifications

Reclassifications

Recent Accounting Pronouncements

XML 49 R18.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Property and Equipment Estimated Useful Lives

Computer equipment	3 years
Machinery and equipment	5 years
Furniture and office equipment	7 years

Schedule of Asset Measured at Fair Value on a Recurring Basis

The following fair value hierarchy table presents information about the Company’s asset measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents (money market funds)	$	16,113,006	$	-	$	-

XML 50 R19.htm IDEA: XBRL DOCUMENT

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses And Other Current Assets

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
Prepaid research and development expenses	$	412,773	$	792,130
Prepaid insurance expense		263,927		323,296
Prepaid investor relations expense		384,494		11,905
Other current assets		44,582		78,067
Total prepaid expenses and other current assets	$	1,105,776	$	1,205,398

XML 51 R20.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following as of December 31, 2023 and 2022:

	December 31, 2023		December 31, 2022
Accounts payable	$	1,433,022	$	143,074
Accrued research and development expenses		1,571,261		57,500
Accrued professional services		38,639		81,691
Accrued compensation and related expenses		577,854		552,835
Other accrued expenses		101,007		438,196
Total accounts payable and accrued expenses	$	3,721,783	$	1,273,296

XML 52 R21.htm IDEA: XBRL DOCUMENT

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Weighted Average Assumption to Estimate the Fair Value of Stock Options

The following table reflects the weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2023 and 2022:

	2023			2022
Volatility		114-120	%		117-124	%
Expected life (years)		5.27-10			5.27-10.0
Risk-free interest rate		4.12-4.38	%		1.70-3.06	%
Dividend rate		—	%		—	%

Schedule of Stock Option Activity

The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022:

Schedule of Stock Option Activity

	Options			Weighted-Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2022		1,320,984		$	1.54
Granted		591,250		$	2.70
Exercised		(140,992	)	$	1.33
Forfeited		-		$	-
Expired		-		$	-
Outstanding, December 31, 2022		1,771,242		$	1.94
Granted		742,670		$	1.86
Exercised		(1,351	)	$	1.94
Forfeited		-		$	-
Expired		-		$	-
Outstanding and expected to vest, December 31, 2023		2,512,561		$	1.92

Schedule of Stock Outstanding and Exercisable

The following table discloses information regarding outstanding and exercisable options at December 31, 2023:

		Outstanding						Exercisable
Exercise Price		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.80		256,500	$	0.80		7.20		256,500	$	0.80
$	1.33		150,892	$	1.33		1.67		150,892	$	1.33
$	1.80		36,670	$	1.80		9.64		8,890	$	1.80
$	1.86		1,458,500	$	1.86		8.48		564,671	$	1.86
$	1.99		18,749	$	1.99		9.67		416	$	1.99
$	2.64		580,000	$	2.64		8.54		257,084	$	2.64
$	5.83		11,250	$	5.83		8.04		5,391	$	5.83
			2,512,561	$	1.92		7.98		1,243,844	$	1.76

Schedule of Stock Warrant Activity

The following table summarizes the stock warrant activity for the years ended December 31, 2023 and 2022:

Schedule of Stock Warrant Activity

	Warrants		Weighted-Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2022		366,000	$	3.93
Granted		31,500	$	6.25
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and exercisable, December 31, 2022		397,500	$	4.11
Granted		1,913,661	$	0.0001
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and exercisable, December 31, 2023		2,311,161	$	0.71

Nexcella [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Stock Option Activity

The following table summarizes the stock option activity for the year ended December 31, 2023 for Nexcella:

Schedule of Stock Option Activity

	Options		Weighted- Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2023		-	$	-
Granted		186,528	$	6.49
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-
Outstanding and expected to vest, December 31, 2023		186,528	$	6.49

Schedule of Stock Outstanding and Exercisable

The following table discloses information regarding outstanding and exercisable options at December 31, 2023:

		Outstanding						Exercisable
Exercise Price		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	6.49		186,528	$	6.49		9.74		43,023	$	6.49

			186,528	$	6.49		9.74		43,023	$	6.49

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Stock Outstanding and Exercisable

The following table discloses information regarding outstanding and exercisable warrants at December 31, 2023:

		Outstanding						Exercisable
Exercise Price		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.0001		1,913,661	$	0.0001		-		1,913,661	$	0.0001
$	0.80		156,000	$	0.80		7.23		156,000	$	0.80
$	6.25		241,500	$	6.25		2.96		241,500	$	6.25
			2,311,161	$	4.11		0.80		2,311,161	$	0.71

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

XML 53 R22.htm IDEA: XBRL DOCUMENT

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

	Year Ended December 31, 2023			Year Ended December 31, 2022

Expected income tax benefit computed at the statutory rate	$	(4,308,817	)	$	(1,736,301	)
State income tax benefit, net of federal benefit, net of valuation allowance		-			-
Foreign rate differential		43,337			14,228
Foreign losses not benefited		404,260			119,362
Tax effect of:
Change in valuation allowance		3,849,451			1,692,278
Change in fair value of derivative liability		-			-
Other permanent items and tax credits		(298,179	)		(180,713	)
Other non-deductible expenses		336,363			91,196
Provision for income taxes	$	26,415		$	10,268

Schedule of Deferred Tax Assets

Net deferred tax assets are comprised of the following as of December 31, 2023 and 2022:

Schedule of Deferred Tax Assets

	December 31, 2023			December 31, 2022

Net operating losses	$	4,081,830		$	1,920,819
Foreign tax credits		99,741			73,326
Federal & state research credit carryforwards		461,098			216,418
Stock-based compensation		109,859			149,599
Amortization of capitalized research and development		2,879,433			1,018,128
Valuation allowance		(7,631,961	)		(3,378,250	)
Net deferred tax assets	$	-		$	-

Schedule of Pre-tax Loss

For the years ended December 31, 2023 and 2022, domestic and foreign pre-tax losses were as follow:

Schedule of Pre-tax Loss

	December 31, 2023		December 31, 2022

Loss before income taxes - Domestic	$	13,952,065	$	7,741,995
Loss before income taxes – Foreign		1,617,042		477,450
Loss before income taxes - Consolidated	$	15,569,107	$	8,219,445

XML 54 R23.htm IDEA: XBRL DOCUMENT

Schedule of Property and Equipment Estimated Useful Lives (Details)	Dec. 31, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years

XML 55 R24.htm IDEA: XBRL DOCUMENT

Schedule of Asset Measured at Fair Value on a Recurring Basis (Details)	Dec. 31, 2023 USD ($)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash equivalents (money market funds)	$ 16,113,006
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash equivalents (money market funds)
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash equivalents (money market funds)

XML 56 R25.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Details Narrative)						1 Months Ended				7 Months Ended	12 Months Ended
	Mar. 01, 2024 USD ($)	Jul. 14, 2023 USD ($)	Jun. 15, 2023 USD ($)	Mar. 22, 2023 USD ($)	Jan. 05, 2022 USD ($) shares	Feb. 28, 2024 USD ($) $ / shares shares	Aug. 31, 2023 USD ($) $ / shares shares	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 05, 2024 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 AUD ($)
Proceeds from stock option											$ 2,618
Number of common stock issued												$ 2,913,750
Common stock par value, per share \| $ / shares											$ 0.0001	$ 0.0001
Warrants to purchase shares \| shares					31,500
Gross proceeds received												$ 475,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross \| shares											742,670	591,250
FDIC insured amount											$ 250,000		$ 250,000
Liabilities measured at fair value											0	$ 0
Assets measured at fair value												0
Research and development expense											8,735,031	4,195,778
Deferred offering costs											87,229
Foreign currency transaction gains and losses											$ (992)	$ 2,245
Stock Options and Warrants Exercisable [Member]
Antidilutive securities excluded from computation of earnings per share, amount \| shares											2,910,061	2,168,742
Australian Tax Incentive [Member]
Research and development expense											$ 1,064,745	$ 236,376
Scenario, Adjustment [Member] \| July ATM Facility [Member]
Sale of stock issued \| shares										328,136
Net proceeds form sale of stock										$ 1,091,887
March Sales Agreement [Member]
Number of common stock issued				$ 5,000,000
Proceeds from line of credit			$ 4,685,576
July Sales Agreement [Member]
Proceeds from issuance initial public offering		$ 75,000,000.0
Number of common stock issued		$ 4,200,000
Over-Allotment Option [Member]
Proceeds from stock option								$ 2,913,750
Net proceeds form sale of stock					$ 2,913,750
Common Stock [Member]
Proceeds from issuance initial public offering									$ 18,648,934
Number of common stock issued												$ 63
Sale of stock issued \| shares							3,241,076
Common stock par value, per share \| $ / shares							$ 0.0001
Common Stock [Member] \| Subsequent Event [Member]
Partners' Capital Account, Units, Sold in Public Offering \| shares						5,535,055
Exercise price, per share \| $ / shares						$ 2.71
Underwriter discounts and offering expenses	$ 1,954,594					$ 13,566,697
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross \| shares						783,970
Common Stock [Member] \| Prefunded Warrants [Member]
Warrants to purchase shares \| shares							1,913,661
Gross proceeds received							$ 10,000,000
Net proceeds from private placement							$ 9,930,000
Exercise price, per share \| $ / shares											$ 0.0001
Underlying pre-funded warrants \| shares											1,913,661
Immix Biopharma Australia Pty Ltd. [Member]
Non-controlling interest rate											100.00%		100.00%

XML 57 R26.htm IDEA: XBRL DOCUMENT

Agreements with Nexcella Subsidiary (Details Narrative)	Dec. 08, 2022 USD ($) $ / shares shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument maturity date	Jan. 31, 2030
Nexcella Founders Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Loans payable	$ 2,100,000
Conversion interest rate	7.875%
Conversion price per share \| $ / shares	$ 2.00
Agreement remaining contractual term	15 years
Outstanding dividend rate percentage	2.50%
Common stock conversion, description	Each share of Class A Common Stock is convertible, at the Company’s option, into one fully paid and nonassessable share of Nexcella’s common stock, subject to certain adjustments. In addition, upon a Qualified IPO (as defined in the Nexcella COI) or Qualified Change in Control (as defined in the Nexcella COI), each share of Class A Common Stock will automatically convert into one fully paid and nonassessable share of Nexcella’s common stock; provided however, if at that time, the Class A Common Stock is not then convertible into a number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of: (a) in the case of a Qualified IPO, at least $5,000,000 based on the initial offering price in such initial public offering, or (b) in the case of a Qualified Change in Control, at least $5,000,000 in cash or at least $5,000,000 of equity based on the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control, the Class A Common Stock will automatically convert into such number of shares of Nexcella common stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) that have a value of $5,000,000 based on the initial offering price in such initial public offering or the implied value of a share of Nexcella common stock resulting from the price paid upon the consummation of such Qualified Change of Control (or if such Qualified Change of Control results in the Class A Shares being exchanged solely for cash, then $5,000,000 in cash)
Business description	(i) pay an equity fee in shares of common stock, payable within five business days of the closing of any equity or debt financing for Nexcella or any of its respective subsidiaries that occurs after the effective date of the Nexcella Founders Agreement and ending on the date when the Company no longer has majority voting control in Nexcella’s voting equity, equal to 2.5% of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to 4.5% of Nexcella’s annual Net Sales (as defined in the Nexcella Founders Agreement), payable on an annual basis, within 90 days of the end of each calendar year. In the event of a Change of Control, Nexcella will pay a one-time change in control fee equal to five times the product of (A) Net Sales for the 12 months immediately preceding the Change of Control and (B) 4.5%
Nexcella Founders Agreement [Member] \| Preferred Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues \| shares	250,000
Nexcella Founders Agreement [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues \| shares	1,000,000
Nexcella Founders Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues \| shares	5,000,000
Nexcella Management Services Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual base management and consulting fee	$ 500,000
Annual consulting fees	1,000,000.0
Net assets	100,000,000
Proceeds from sale of equity	$ 10,000,000

XML 58 R27.htm IDEA: XBRL DOCUMENT

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses And Other Current Assets
Prepaid research and development expenses	$ 412,773	$ 792,130
Prepaid insurance expense	263,927	323,296
Prepaid investor relations expense	384,494	11,905
Other current assets	44,582	78,067
Total prepaid expenses and other current assets	$ 1,105,776	$ 1,205,398

XML 59 R28.htm IDEA: XBRL DOCUMENT

Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 1,433,022	$ 143,074
Accrued research and development expenses	1,571,261	57,500
Accrued professional services	38,639	81,691
Accrued compensation and related expenses	577,854	552,835
Other accrued expenses	101,007	438,196
Total accounts payable and accrued expenses	$ 3,721,783	$ 1,273,296

XML 60 R29.htm IDEA: XBRL DOCUMENT

Schedule of Weighted Average Assumption to Estimate the Fair Value of Stock Options (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Volatility	114.00%	117.00%
Volatility	120.00%	124.00%
Risk free interest rate	4.12%	1.70%
Risk free interest rate	4.38%	3.06%
Dividend rate
Minimum [Member]
Expected term	5 years 3 months 7 days	5 years 3 months 7 days
Maximum [Member]
Expected term	10 years	10 years

XML 61 R30.htm IDEA: XBRL DOCUMENT

Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Options, Outstanding and exercisable, Beginning	1,771,242	1,320,984
Weighted-Average Exercise Price Per Share, Outstanding and exercisable, Beginning	$ 1.94	$ 1.54
Options, Granted	742,670	591,250
Weighted-Average Exercise Price Per Share, Granted	$ 1.86	$ 2.70
Options, Exercised	(1,351)	(140,992)
Weighted-Average Exercise Price Per Share, Exercised	$ 1.94	$ 1.33
Options, Forfeited
Weighted-Average Exercise Price Per Share, Forfeited
Options, Expired
Weighted-Average Exercise Price Per Share, Expired
Options, Outstanding and expected to vest, Ending	2,512,561	1,771,242
Weighted-Average Exercise Price Per Share, Outstanding and expected to vest, Ending	$ 1.92	$ 1.94
Options, Exercised	1,351	140,992
Nexcella [Member]
Subsidiary, Sale of Stock [Line Items]
Options, Outstanding and exercisable, Beginning
Weighted-Average Exercise Price Per Share, Outstanding and exercisable, Beginning
Options, Granted	186,528
Weighted-Average Exercise Price Per Share, Granted	$ 6.49
Options, Exercised
Weighted-Average Exercise Price Per Share, Exercised
Options, Forfeited
Weighted-Average Exercise Price Per Share, Forfeited
Options, Expired
Weighted-Average Exercise Price Per Share, Expired
Options, Outstanding and expected to vest, Ending	186,528
Weighted-Average Exercise Price Per Share, Outstanding and expected to vest, Ending	$ 6.49
Options, Exercised

XML 62 R31.htm IDEA: XBRL DOCUMENT

Schedule of Stock Outstanding and Exercisable (Details)	12 Months Ended
Schedule of Stock Outstanding and Exercisable (Details)	Dec. 31, 2023 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Number of Option Shares \| shares	2,512,561
Outstanding, Weighted Average Exercise Price	$ 1.92
Outstanding, Weighted Average Remaining Life (Years)	7 years 11 months 23 days
Exercisable, Number of Option Shares \| shares	1,243,844
Exercisable, Weighted Average Exercise Price	$ 1.76
Nexcella [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Number of Option Shares \| shares	186,528
Outstanding, Weighted Average Exercise Price	$ 6.49
Outstanding, Weighted Average Remaining Life (Years)	9 years 8 months 26 days
Exercisable, Number of Option Shares \| shares	43,023
Exercisable, Weighted Average Exercise Price	$ 6.49
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Number of Option Shares \| shares	2,311,161
Outstanding, Weighted Average Exercise Price	$ 4.11
Outstanding, Weighted Average Remaining Life (Years)	9 months 18 days
Exercisable, Number of Option Shares \| shares	2,311,161
Exercisable, Weighted Average Exercise Price	$ 0.71
Range One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 0.80
Outstanding, Number of Option Shares \| shares	256,500
Outstanding, Weighted Average Exercise Price	$ 0.80
Outstanding, Weighted Average Remaining Life (Years)	7 years 2 months 12 days
Exercisable, Number of Option Shares \| shares	256,500
Exercisable, Weighted Average Exercise Price	$ 0.80
Range One [Member] \| Nexcella [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 6.49
Outstanding, Number of Option Shares \| shares	186,528
Outstanding, Weighted Average Exercise Price	$ 6.49
Outstanding, Weighted Average Remaining Life (Years)	9 years 8 months 26 days
Exercisable, Number of Option Shares \| shares	43,023
Exercisable, Weighted Average Exercise Price	$ 6.49
Range One [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 0.0001
Outstanding, Number of Option Shares \| shares	1,913,661
Outstanding, Weighted Average Exercise Price	$ 0.0001
Exercisable, Number of Option Shares \| shares	1,913,661
Exercisable, Weighted Average Exercise Price	$ 0.0001
Range Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 1.33
Outstanding, Number of Option Shares \| shares	150,892
Outstanding, Weighted Average Exercise Price	$ 1.33
Outstanding, Weighted Average Remaining Life (Years)	1 year 8 months 1 day
Exercisable, Number of Option Shares \| shares	150,892
Exercisable, Weighted Average Exercise Price	$ 1.33
Range Two [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 0.80
Outstanding, Number of Option Shares \| shares	156,000
Outstanding, Weighted Average Exercise Price	$ 0.80
Outstanding, Weighted Average Remaining Life (Years)	7 years 2 months 23 days
Exercisable, Number of Option Shares \| shares	156,000
Exercisable, Weighted Average Exercise Price	$ 0.80
Range Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 1.80
Outstanding, Number of Option Shares \| shares	36,670
Outstanding, Weighted Average Exercise Price	$ 1.80
Outstanding, Weighted Average Remaining Life (Years)	9 years 7 months 20 days
Exercisable, Number of Option Shares \| shares	8,890
Exercisable, Weighted Average Exercise Price	$ 1.80
Range Three [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 6.25
Outstanding, Number of Option Shares \| shares	241,500
Outstanding, Weighted Average Exercise Price	$ 6.25
Outstanding, Weighted Average Remaining Life (Years)	2 years 11 months 15 days
Exercisable, Number of Option Shares \| shares	241,500
Exercisable, Weighted Average Exercise Price	$ 6.25
Range Four [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 1.86
Outstanding, Number of Option Shares \| shares	1,458,500
Outstanding, Weighted Average Exercise Price	$ 1.86
Outstanding, Weighted Average Remaining Life (Years)	8 years 5 months 23 days
Exercisable, Number of Option Shares \| shares	564,671
Exercisable, Weighted Average Exercise Price	$ 1.86
Range Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 1.99
Outstanding, Number of Option Shares \| shares	18,749
Outstanding, Weighted Average Exercise Price	$ 1.99
Outstanding, Weighted Average Remaining Life (Years)	9 years 8 months 1 day
Exercisable, Number of Option Shares \| shares	416
Exercisable, Weighted Average Exercise Price	$ 1.99
Range Six [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 2.64
Outstanding, Number of Option Shares \| shares	580,000
Outstanding, Weighted Average Exercise Price	$ 2.64
Outstanding, Weighted Average Remaining Life (Years)	8 years 6 months 14 days
Exercisable, Number of Option Shares \| shares	257,084
Exercisable, Weighted Average Exercise Price	$ 2.64
Range Seven [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding, Exercise Price	$ 5.83
Outstanding, Number of Option Shares \| shares	11,250
Outstanding, Weighted Average Exercise Price	$ 5.83
Outstanding, Weighted Average Remaining Life (Years)	8 years 14 days
Exercisable, Number of Option Shares \| shares	5,391
Exercisable, Weighted Average Exercise Price	$ 5.83

XML 63 R32.htm IDEA: XBRL DOCUMENT

Schedule of Stock Warrant Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Warrants, Outstanding and exercisable, Beginning	397,500	366,000
Weighted-Average Exercise Price Per Share, Outstanding and exercisable Beginning	$ 4.11	$ 3.93
Warrants, Granted	1,913,661	31,500
Weighted-Average Exercise Price Per Share, Granted	$ 0.0001	$ 6.25
Warrants, Exercised
Weighted-Average Exercise Price Per Share, Exercised
Warrants, Forfeited
Weighted-Average Exercise Price Per Share, Forfeited
Warrants, Expired
Weighted-Average Exercise Price Per Share, Expired
Warrants, Outstanding and exercisable, Ending	2,311,161	397,500
Weighted-Average Exercise Price Per Share, Outstanding and exercisable Ending	$ 0.71	$ 4.11

XML 64 R33.htm IDEA: XBRL DOCUMENT

Stockholders’ Equity (Details Narrative) - USD ($)									1 Months Ended		3 Months Ended				12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Aug. 21, 2023	Jul. 14, 2023	Apr. 24, 2023	Mar. 22, 2023	Mar. 13, 2023	Dec. 08, 2022	May 09, 2022	Jan. 05, 2022	Aug. 31, 2023	Dec. 31, 2021	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 10, 2021	Dec. 31, 2016
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized											200,000,000				200,000,000	200,000,000
Preferred stock, shares authorized											10,000,000				10,000,000	10,000,000
Common stock, par value											$ 0.0001				$ 0.0001	$ 0.0001
Preferred stock, par value											$ 0.0001				$ 0.0001	$ 0.0001
Amortized deferred offering costs											$ 87,229				$ 87,229
Number of common stock issued, value																$ 2,913,750
Pre-funded warrants, shares								31,500
Pre-funded warrants, exercise price								$ 6.25		$ 3.93	$ 0.71				$ 0.71	$ 4.11
Proceeds from issuance of private placement																$ 475,000
Number of common stock issued for services																43,264
Stock-based compensation expense															$ 731,329	$ 476,746
Debt instrument unamortized stock based compensation.											$ 14,876				$ 14,876
Shares issued for cashless exercise of stock options, shares															1,351	140,992
Stock options for cash proceeds															$ 2,618
Total proceeds															15,520,510	2,913,750
Number of common stock issued for services, value															$ 622,423	$ 100,000
Treasury stock, shares											72,363				72,363	72,363
Treasury stock, value											$ 99,963				$ 99,963	$ 99,963
Repurchase of shares, value																$ 99,963
Options granted to purchase common stock															742,670	591,250
Options term															10 years
Exercise price per share															$ 1.82
Exercise price per share															1.95
Exercise price per share															1.95
Options exercise price															$ 1.86	$ 2.70
Stock options weighted average remaining contractual term																10 years
Share based payment award, vesting, description																These options vest in equal monthly installments beginning on the grant date ranging from 12 to 48 months.
Weighted-average vesting period															2 years 8 months 23 days
Intrinsic value option vested											6,423,762				$ 6,423,762
Intrinsic value outstanding																$ 12,567,619
Intrinsic value of the options exercised											2,827				2,827
Warrants term								5 years
Share-Based Payment Arrangement, Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock-based compensation expense											1,990,396				1,990,396
Restricted Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock-based compensation expense											$ 2,440,303				$ 2,440,303
Weighted-average vesting period															2 years 5 months 1 day
Stock Issued During Period, Shares, Restricted Stock Award, Gross															144,628
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period															385,156
Vesting period															2 years 5 months 1 day
Restricted Stock [Member] \| General and Administrative Expense [Member]
Subsidiary, Sale of Stock [Line Items]
Stock-based compensation expense															$ 950,672	$ 47,323
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Options exercise price																$ 2.64
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Options exercise price																$ 5.83
2016 Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares available for grant										1,761,120								417,120
2021 Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares available for grant											1,040,777				1,040,777		900,000
Amended and Restated 2021 Omnibus Equity Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock number of shares issued			1,034,561
Nexcella 2022 Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issued															100,152	73,188
Shares issued price per share											$ 6.49				$ 6.49	$ 6.49
Total proceeds															$ 650,000	$ 475,000
Common stock equivalent outstaning percentage											91.60%				91.60%
Second Amended And Restated Nexcella 2022 Equity Incentive Plan [Member] \| Minimum [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock issued															375,000
Second Amended And Restated Nexcella 2022 Equity Incentive Plan [Member] \| Maximum [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock issued															607,640
Third Amended And Restated 2022 Equity Incentive Plan [Member] \| Minimum [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock issued															607,640
Third Amended And Restated 2022 Equity Incentive Plan [Member] \| Maximum [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock issued															800,000
Non Employee [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock															136,670
Board Of Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock															586,000
Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock															20,000
Options term															10 years
Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock																500,000
Board of Directors and Scientific Advisors [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock																91,250
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value									$ 0.0001
Sale of stock issued									3,241,076
Number of common stock issued, value																$ 63
Proceeds from issuance initial public offering										$ 18,648,934
Number of common stock issued for services															264,105	43,264
Number of stock issued																630,000
Shares issued for cashless exercise of stock options, shares															1,351	62,532
Stock options for cash proceeds																$ 6
Number of common stock issued for services, value															$ 27	5
Repurchase of shares, value
Common Stock [Member] \| Nexcella 2022 Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares available for grant											83,688				83,688
Common Stock [Member] \| Nexcella 2022 Equity Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock issued															375,000
Common Stock [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued for cashless exercise of stock options, shares																140,992
Common Stock [Member] \| Prefunded Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Pre-funded warrants, shares									1,913,661
Shares issued price per share											$ 0.0001				$ 0.0001
Proceeds from issuance of private placement									$ 10,000,000
Net proceeds from private placement									$ 9,930,000
Treasury Stocks [Member] \| Board of Directors Chairman [Member]
Subsidiary, Sale of Stock [Line Items]
Repurchase of shares, value							$ 1,000,000
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Intrinsic value outstanding											$ 14,358,868				$ 14,358,868
March ATM Facility [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issued															2,263,868
Gross proceeds															$ 4,811,393
Amortized deferred offering costs											125,817				$ 125,817
July ATM Facility [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issued															259,834
Gross proceeds															$ 801,442
Amortized deferred offering costs											21,570				21,570
Offering expenses															$ 26,478
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds								$ 3,150,000
Shares issued price per share								$ 5.00
Number of stock issued								630,000
Total proceeds								$ 24,150,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds								2,913,750
Total proceeds								21,562,684
Payment of stock issuance cost								$ 243,275
Private Placement [Member] \| Chief Executive Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issued															7,704
Sale of stock issued, value															$ 50,000
Private Placement [Member] \| Chief Financial Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issued															15,408
Sale of stock issued, value															$ 100,000
Nexcella [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued for cashless exercise of stock options, shares
Options granted to purchase common stock															186,528
Options exercise price															$ 6.49
Nexcella [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock-based compensation expense															$ 261,284
Stock-based compensation expense											$ 813,378				$ 813,378
Weighted-average vesting period															2 years 4 months 28 days
Nexcella [Member] \| Non Employee [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock															114,028
Options term															10 years
Exercise price per share															$ 6.49
Nexcella [Member] \| Board Of Directors [Member] \| Restricted Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Total proceeds															$ 1,166,798
Options granted to purchase common stock															179,784
Share Price											$ 6.49				$ 6.49
Nexcella [Member] \| Officers [Member] \| Restricted Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Total proceeds						$ 2,271,500
Stock Issued During Period, Shares, Restricted Stock Award, Gross						350,000
Share Price						$ 6.49
Nexcella [Member] \| Two Consultants [Member] \| Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Options granted to purchase common stock															72,500
Options term															10 years
Exercise price per share															$ 6.49
March ATM Sales Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value				$ 0.0001
Aggregate offering price				$ 5,000,000
Commission percentage				3.75%
Deposit expense				$ 15,000
Legal fees				$ 50,000
Cost fees and expense											$ 10,000	$ 7,500	$ 7,500	$ 7,500
July ATM Sales Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value		$ 0.0001
Commission percentage		3.75%
Deposit expense		$ 15,000
Legal fees		50,000
Cost fees and expense											$ 10,000	$ 7,500	$ 7,500	$ 7,500
Number of common stock issued, value		4,200,000
Proceeds from issuance initial public offering		$ 75,000,000.0
Securities Purchase Agreement [Member] \| Prefunded Warrants [Member] \| Affiliates [Member]
Subsidiary, Sale of Stock [Line Items]
Equity Method Investment, Ownership Percentage	19.99%
Securities Purchase Agreement [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001
Sale of stock issued	3,241,076
Securities Purchase Agreement [Member] \| Common Stock [Member] \| Prefunded Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Pre-funded warrants, shares	1,913,661
Shares issued price per share	$ 1.94
Pre-funded warrants, exercise price	$ 0.0001
Proceeds from issuance of private placement	$ 10,000,000
Net proceeds from private placement	$ 9,934,153
Marketing Services Agreement [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock issued, value															$ 67,500
[custom:StockIssuedDuringPeriodSharesIssuedForFutureServices]															122,300
[custom:StockIssuedDuringPeriodValueIssuedForFutureServices]															$ 247,500
Number of common stock issued for services															122,300
Stock-based compensation expense															$ 232,624
Marketing services agreements											123,396				123,396
Stock-based compensation															$ 322,299
Restricted common stock for services															$ 22,500
Number of stock issued															18,409
Founders Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock issued					167,566

XML 65 R34.htm IDEA: XBRL DOCUMENT

Licenses Acquired (Details Narrative) - USD ($)		12 Months Ended
Licenses Acquired (Details Narrative) - USD ($)	Dec. 08, 2022	Dec. 31, 2023	Dec. 31, 2022
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Upfront license fee	$ 1,500,000
Quarterly payments description	Additional quarterly payments totaling approximately $13.0 million are due through September 2026 along with an annual license fee of $50,000.
Royality payment percentage	5.00%
Revenues	$ 20,000,000
Research and development expense		$ 8,735,031	$ 4,195,778
License Agreement Terms [Member]
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Research and development expense		$ 2,793,712	$ 1,500,000

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

XML 66 R35.htm IDEA: XBRL DOCUMENT

Schedule of Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Expected income tax benefit computed at the statutory rate	$ (4,308,817)	$ (1,736,301)
State income tax benefit, net of federal benefit, net of valuation allowance
Foreign rate differential	43,337	14,228
Foreign losses not benefited	404,260	119,362
Change in valuation allowance	3,849,451	1,692,278
Change in fair value of derivative liability
Other permanent items and tax credits	(298,179)	(180,713)
Other non-deductible expenses	336,363	91,196
Provision for income taxes	$ 26,415	$ 10,268

XML 67 R36.htm IDEA: XBRL DOCUMENT

Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating losses	$ 4,081,830	$ 1,920,819
Foreign tax credits	99,741	73,326
Federal & state research credit carryforwards	461,098	216,418
Stock-based compensation	109,859	149,599
Amortization of capitalized research and development	2,879,433	1,018,128
Valuation allowance	(7,631,961)	(3,378,250)
Net deferred tax assets

XML 68 R37.htm IDEA: XBRL DOCUMENT

Schedule of Pre-tax Loss (Details) - USD ($)	12 Months Ended
Schedule of Pre-tax Loss (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Loss before income taxes - Domestic	$ 13,952,065	$ 7,741,995
Loss before income taxes – Foreign	1,617,042	477,450
Loss before income taxes - Consolidated	$ 15,569,107	$ 8,219,445

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

XML 69 R38.htm IDEA: XBRL DOCUMENT

Income Taxes (Details Narrative)	12 Months Ended
Income Taxes (Details Narrative)	Dec. 31, 2023 USD ($)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 11,800,000
Operating loss carryforward, limitation on use	The federal loss carryforwards generated after 2017 of approximately $11,200,000 will carryforward indefinitely and can be used to offset up to 80% of future annual taxable income, while those loss carryforwards generated prior to 2018 begin expiring in 2034, unless previously utilized.
Operating loss carryforward not subject to expiration	$ 11,200,000
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	241,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 11,800,000
Operating loss carryforward, limitation on use	State loss carryforwards also begin expiring in 2034, unless previously utilized, while the Company’s foreign loss carryforward does not expire.
Tax credit carryforward, limitation on use	the State credits do not expire
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 219,000
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 3,100,000
Operating loss carryforward, limitation on use	Company’s foreign loss carryforward does not expire
Tax credit carryforward	$ 100,000
Tax credit carryforward, limitation on use	The foreign withholding tax carryforward credit begins to expire in 2028, unless previously utilized.

XML 70 R39.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Details Narrative) - USD ($)								1 Months Ended	12 Months Ended
	Jan. 01, 2024	May 12, 2023	Mar. 07, 2023	Jul. 14, 2022	Jun. 18, 2021	Mar. 18, 2021	Dec. 22, 2014	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross									742,670	591,250
Option exercise price									$ 1.86	$ 2.70
Maximum [Member]
Loss Contingencies [Line Items]
Option exercise price										$ 5.83
Service Agreement [Member] \| Aixo Mx [Member]
Loss Contingencies [Line Items]
Royalties description							the Company shall pay AxioMx a royalty of 3.5% of Net Sales (as defined in the MSA) of assigned products for each Deliverable used in licensed products for therapeutic purposes. In addition, the Company shall pay AxioMx a royalty of 1.5% of Net Sales of assigned products for each Deliverable used in licensed products for diagnostic or prognostic purposes; provided, however, if three Deliverables are used in an assigned product for diagnostic or prognostic purposes, the royalty shall be 4.5%. Through December 31, 2023, no amounts have been paid or accrued under the MSA.
Employment Agreement [Member] \| Dr. Rachman [Member]
Loss Contingencies [Line Items]
Base salary			$ 446,000	$ 425,000	$ 360,000
Performance bonuses percentage					100.00%
Option exercise price				$ 2.64
Reimbursements and accrued percentage					150.00%
Employment Agreement [Member] \| Dr. Rachman [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Base salary	$ 475,000
Employment Agreement [Member] \| Dr. Rachman [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Performance bonuses percentage				50.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross				250,000
Employment Agreement [Member] \| IMMX Mr Morris [Member]
Loss Contingencies [Line Items]
Option exercise price				$ 2.64
Management Sevices Agreement [Member] \| Mr. Morris [Member]
Loss Contingencies [Line Items]
Base salary		$ 446,000		$ 425,000		$ 240,000		$ 120,000
Performance bonuses percentage				50.00%		100.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross				250,000
Reimbursements and accrued percentage						150.00%
Management Sevices Agreement [Member] \| Mr. Morris [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Base salary	$ 475,000

XML 71 R40.htm IDEA: XBRL DOCUMENT

Subsequent Events (Details Narrative)				1 Months Ended		12 Months Ended
Subsequent Events (Details Narrative)	Feb. 05, 2024 USD ($) $ / shares shares	Jan. 01, 2024 USD ($) shares	Jan. 05, 2022 USD ($)	Jan. 31, 2024 USD ($) a	Jan. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Subsequent Event [Line Items]
Net proceeds from issuance						$ 15,520,510	$ 2,913,750
Shares issued for cashless exercise of options, shares \| shares						1,351	140,992
Cash proceeds from stock option exercised						$ 2,618
Over-Allotment Option [Member]
Subsequent Event [Line Items]
Net proceeds from issuance			$ 21,562,684
Cash proceeds from stock option exercised					$ 2,913,750
Subsequent Event [Member]
Subsequent Event [Line Items]
Net proceeds from issuance	$ 13,566,697
Area of land \| a				14,000
Subsequent Event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Payments for rent				$ 11,900
Subsequent Event [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Payments for rent				$ 16,218
Subsequent Event [Member] \| July At The Market Facility [Member]
Subsequent Event [Line Items]
Number of common stock issued in transaction \| shares		68,302
Net proceeds from issuance		$ 425,728
Subsequent Event [Member] \| Underwriting Agreement [Member]
Subsequent Event [Line Items]
Shares issued for cash proceeds, net of offering costs, shares \| shares	5,535,055
Offering price per share \| $ / shares	$ 2.71
Sale of stock price per share \| $ / shares	$ 2.5203
Underwiring discounts and offering expenses	$ 1,954,594
Subsequent Event [Member] \| Over-Allotment Option [Member]
Subsequent Event [Line Items]
Shares issued for cash proceeds, net of offering costs, shares \| shares	783,970
Subsequent Event [Member] \| Marketing Service Agreement [Member]
Subsequent Event [Line Items]
Restricted common stock shares \| shares		15,486
Restricted common stock value		$ 67,500
Shares issued for cashless exercise of options, shares \| shares		834
Cash proceeds from stock option exercised		$ 1,660
Subsequent Event [Member] \| Marketing Service Agreement [Member] \| February Twenty Nineth Twenty Twenty Four [Member]
Subsequent Event [Line Items]
Restricted common stock shares \| shares		70,000
Restricted common stock value		$ 245,000

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page

ITEM 1.	BUSINESS	6

ITEM 1A.	RISK FACTORS.	38

ITEM 1B.	UNRESOLVED STAFF COMMENTS	68

ITEM 1C.	CYBERSECURITY	68

ITEM 2.	PROPERTIES	68

ITEM 3.	LEGAL PROCEEDINGS	68

ITEM 4.	MINE SAFETY DISCLOSURES	68

PART II		69

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	69

ITEM 6.	[RESERVED]	69

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	70

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	74

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	75

ITEM 9A.	CONTROLS AND PROCEDURES	75

ITEM 9B.	OTHER INFORMATION	76

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	76

PART III		77

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	77

ITEM 11.	EXECUTIVE COMPENSATION	77

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	77

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	77

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	77

PART IV		78

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	78

ITEM 16.	Form 10-K SUMMARY	79

SIGNATURES		80

POWER OF ATTORNEY		80

	●	Develop our lead candidate CAR-T NXC-201 in AL Amyloidosis and other autoimmune diseases

	●	Pursue development of NXC-201 and additional cell therapy candidates in other applicable indications where CAR-T is not an approved therapy today

Jurisdiction	Status	Number	Title	Expected Expiration Date	Type of Patent Protection
United States	Granted	9,833,508	CANCER THERAPEUTICS	3/15/2033*	Methods of treatment
United States	Granted	11,819,571	METHODS AND RELATED COMPOSITIONS FOR THE TREATMENT OF CANCER	3/15/2033*	Compositions and methods of treatment
United States	Pending	18/499,104	METHODS AND RELATED COMPOSITIONS FOR THE TREATMENT OF CANCER		Compositions and methods of treatment
EPO	Pending	20196191.9	MICELLE COMPRISING AN INHIBITOR OF NF-KB		Compositions and methods of treatment
Hong Kong	Pending	42021037058.1	MICELLE COMPRISING AN INHIBITOR OF NF-KB		Compositions and methods of treatment
Switzerland	Patent	13760370	GLUT-1 ZIELGERICHTETE UND MIT KURKUMIN BELADENE MIZELLEN	3/15/2033*	Compositions
Germany	Patent	2825198	GLUT-1 ZIELGERICHTETE UND MIT KURKUMIN BELADENE MIZELLEN	3/15/2033*	Compositions
France	Patent	13760370	CANCER THERAPEUTICS	3/15/2033*
United Kingdom	Patent	13760370	GLUT-1 TARGETED AND CURCUMIN LOADED MICELLES	3/15/2033*	Compositions
Ireland	Patent	13760370.0	GLUT-1 TARGETED AND CURCUMIN LOADED MICELLES	3/15/2033*	Compositions
Switzerland	Patent	16858309.4	VERFAHREN UND VERWANDTE ZUSAMMENSETZUNGEN ZUR BEHANDLUNG VON KREBS	10/21/2036*	Compositions
Germany	Patent	16858309.4	VERFAHREN UND VERWANDTE ZUSAMMENSETZUNGEN ZUR BEHANDLUNG VON KREBS	10/21/2036*	Compositions
France	Patent	16858309.4	MÉTHODES ET COMPOSITIONS ASSOCIÉES POUR LE TRAITEMENT DU CANCER	10/21/2036*	Compositions
United Kingdom	Patent	16858309.4	METHODS AND RELATED COMPOSITIONS FOR THE TREATMENT OF CANCER	10/21/2036*	Compositions
Ireland	Patent	16858309.4	METHODS AND RELATED COMPOSITIONS FOR THE TREATMENT OF CANCER	10/21/2036*	Compositions
Mexico	Pending	MX/a/2024/000302	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
Japan	Pending	2024-500609	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
Australia	Pending	2022308041	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
Canada	Pending	3,224,127	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
Brazil	Pending	11 2024 000075 3	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
EPO	Pending	22748648.7	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
United States	Pending	18/577,129	NANOPARTICLES FOR CANCER TREATMENT	07/07/2042**	Compositions and methods of treatment
PCT	Pending	PCT/US2022/044948	NANOPARTICLES FOR CANCER TREATMENT		Compositions and methods of treatment
Australia	Pending	2022352844	NANOPARTICLES FOR CANCER TREATMENT	09/27/2042**	Compositions and methods of treatment
PCT	Pending	PCT/US2023/69537	NANOPARTICLES FOR THE TREATMENT OF INFLAMMATORY DISEASES		Methods of treatment

	●	completion of pre-clinical laboratory tests and animal studies performed in accordance with the FDA’s current Good Laboratory Practice (“GLP”) regulation;

	●	submission to the FDA of an Investigational New Drug (“IND”), which must become effective before clinical trials may begin and must be updated annually or when significant changes are made;

	●	approval by an independent institutional review board (“IRB”), or ethics committee at each clinical site before the trial is commenced;

	●	performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug candidate for its intended purpose;

	●	preparation of and submission to the FDA of an NDA or BLA after completion of all pivotal clinical trials;

	●	satisfactory completion of an FDA Advisory Committee review, if applicable;

	●	a determination by the FDA within 60 days of its receipt of an NDA or BLA to file the application for review;

	●	satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the proposed product is produced to assess compliance with cGMP, and of selected clinical investigation sites to assess compliance with current good clinical practice (“cGCP”); and

	●	FDA review and approval of the NDA or BLA to permit commercial marketing of the product for particular indications for use in the United States.

	●	Phase 1—The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness.

	●	Phase 2—The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. Some trials may combine aspects of Phase 1 and Phase 2 into a single clinical trial that can examine both safety in healthy volunteers and safety and preliminary efficacy in patients with a specific disease.

	●	Phase 3—The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval.

	●	restrictions on the marketing or manufacturing of a product, complete withdrawal of the product from the market or product recalls;

	●	fines, warning or untitled letters or holds on post-approval clinical trials;

	●	refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of existing product approvals;

	●	product seizure or detention, or refusal of the FDA to permit the import or export of products; or

	●	injunctions or the imposition of civil or criminal penalties.

	●	completion of preclinical laboratory and animal testing;

	●	submission to a HREC, of all material relating to the proposed clinical trial, including the trial protocol;

	●	the institution or organization at which the trial will be conducted, referred to as the “Approving Authority”, giving final approval for the conduct of the trial at the site, having regard to the advice from the HREC; and

	●	the investigator submitting a ‘Notification of Intent to Conduct a Clinical Trial’ form, or CTN Form, to the TGA. The CTN form must be signed by the sponsor, the principal investigator, the chairman of the HREC and a person responsible from the Approving Authority. The TGA does not review any data relating to the clinical trial however CTN trials cannot commence until the trial has been notified to the TGA.

	●	a sponsor submits an application to conduct a clinical trial to the TGA for evaluation and comment; and

	●	a sponsor must forward any comments made by the TGA Delegate to the HREC(s) at the sites where the trial will be conducted.

	●	adequate and well-controlled clinical trials demonstrate the quality, safety and efficacy of the therapeutic product;

	●	evidence is compiled which demonstrates that the manufacture of the therapeutic product complies with the principles of cGMP;

	●	manufacturing and clinical data is derived to submit to the Advisory Committee on Prescription Medicines, which makes recommendations to the TGA as to whether or not to grant approval to include the therapeutic product in the ARTG; and

	●	an ultimate decision is made by the TGA whether to include the therapeutic product in the ARTG.

	●	The federal Anti-Kickback Statute, a criminal statute, makes it illegal for any person or entity to knowingly and willfully, directly or indirectly, solicit, receive, offer, or pay any remuneration that is in exchange for or to induce the referral of business, including the purchase, order, lease of any good, facility, item or service for which payment may be made under a federal healthcare program, such as Medicare or Medicaid. The term “remuneration” has been broadly interpreted to include anything of value. The Civil Monetary Penalties Law also contains a provision that prohibits the payment of anything of value in return for referrals and provides for the imposition of civil penalties.

	●	the Omnibus Budget Reconciliation Act of 1993 (42 U.S.C. § 1395nn) (the “Stark Law”) prohibit referrals by a physician of “designated health services” which are payable, in whole or in part, by Medicare or Medicaid, to an entity in which the physician or the physician’s immediate family member has an investment interest or other financial relationship, subject to several exceptions. The Stark Law also prohibits billing for services rendered pursuant to a prohibited referral. Several states have enacted laws similar to the Stark Law. These state laws may cover all (not just Medicare and Medicaid) patients. We consider the Stark Law in planning our products, marketing and other activities, and believe that our operations are in compliance with the Stark Law. If we violate the Stark Law, our financial results and operations could be adversely affected. Penalties for violations include denial of payment for the services, significant civil monetary penalties, and exclusion from the Medicare and Medicaid programs.

	●	Federal false claims and false statement laws, including the federal civil False Claims Act, prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, for payment to, or approval by, federal programs, including Medicare and Medicaid, claims for items or services, including drugs, that are false or fraudulent.

	●	Health Insurance Portability and Accountability Act of 1996, the Health Information and Technology for Economic and Clinical Health Act and their implementing regulations at 45 C.F.R. Parts 160, 162 and 164, as amended (“HIPAA”) created additional federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors or making any false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

	●	HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and their implementing regulations, imposes obligations on certain types of individuals and entities regarding the electronic exchange of information in common healthcare transactions, as well as standards relating to the privacy and security of individually identifiable health information.

	●	The federal Physician Payments Sunshine Act requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services information related to payments or other transfers of value made to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members.

		Page
Audited Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 170)		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022		F-4
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022		F-6
Notes to the Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022		F-7


	December 31, 2023			December 31, 2022

ASSETS
Current assets:
Cash and cash equivalents	$	17,509,791		$	13,436,714
Tax receivable		1,172,183			255,705
Prepaid expenses and other current assets		1,105,776			1,205,398

Total current assets		19,787,750			14,897,817

Deferred offering costs		87,229			6,724
Equipment, net		50,181			3,560

Total assets	$	19,925,160		$	14,908,101

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,721,783		$	1,273,296

Total current liabilities		3,721,783			1,273,296

Funds held for subsidiary private offering		-			475,000

Total liabilities		3,721,783			1,748,296

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; 19,994,719 shares issued and 19,922,356 shares outstanding at December 31, 2023, and 13,964,485 shares issued and 13,892,122 shares outstanding at December 31, 2022		2,000			1,397
Additional paid-in capital		69,779,706			51,156,597
Accumulated other comprehensive income		134,666			87,021
Accumulated deficit		(53,411,295	)		(37,985,247	)
Treasury stock at cost, 72,363 shares as of December 31, 2023 and 2022		(99,963	)		(99,963	)
Total Immix Biopharma, Inc. stockholders’ equity		16,405,114			13,159,805
Non-controlling interests		(201,737	)		-
Total stockholders’ equity		16,203,377			13,159,805

Total liabilities and stockholders’ equity	$	19,925,160		$	14,908,101


	For the Years Ended December 31,
	2023			2022

Operating expenses:
General and administrative expenses	$	7,406,082		$	4,023,170
Research and development		8,735,031			4,195,778

Total operating expenses		16,141,113			8,218,948

Loss from operations		(16,141,113	)		(8,218,948	)

Other income (expense):
Interest income		572,006			-
Interest expense		-			(497	)
Total other income (expense), net		572,006			(497	)

Loss before provision for income taxes		(15,569,107	)		(8,219,445	)

Provision for income taxes		26,415			10,268

Net loss		(15,595,522	)		(8,229,713	)
Net loss attributable to non-controlling interests		169,474			-
Net loss attributable to Immix Biopharma, Inc. common stockholders		(15,426,048	)		(8,229,713	)

Other comprehensive income (loss):
Foreign currency translation		47,645			(38,387	)
Total other comprehensive income (loss)		47,645			(38,387	)

Comprehensive loss		(15,378,403	)		(8,268,100	)
Less: comprehensive loss attributable to non-controlling interests		-			-
Comprehensive loss attributable to Immix Biopharma, Inc. common stockholders	$	(15,378,403	)	$	(8,268,100	)

Loss per common share - basic and diluted	$	(0.89	)	$	(0.59	)

Weighted average shares outstanding – basic and diluted		17,341,146			13,887,309


	Stockholders of Immix Biopharma, Inc.
			Common		Additional			Accumulated Other									Treasury			Non-			Total
	Common		Stock		Paid-in			Comprehensive			Accumulated			Treasury			Stock			Controlling			Stockholders’
	Shares		Amount		Capital			Income			Deficit			Shares			Amount			Interests			Equity
Balance December 31, 2021		13,228,689	$	1,323	$	47,618,852		$	125,408		$	(29,755,534	)		-		$	-		$	-		$	17,990,049

Shares issued for cash proceeds, net of offering costs		630,000		63		2,913,687			-			-			-			-			-			2,913,750

Shares issued for cashless exercise of stock options		62,532		6		(6	)		-			-			-			-			-			-

Shares issued for services		43,264		5		99,995			-			-			-			-			-			100,000

Repurchase of common shares		-		-		-			-			-			(72,363	)		(99,963	)		-			(99,963	)

Stock-based compensation		-		-		524,069			-			-			-			-			-			524,069

Net loss		-		-		-			-			(8,229,713	)		-			-			-			(8,229,713	)

Foreign currency translation adjustment		-		-		-			(38,387	)		-			-			-			-			(38,387	)

Balance December 31, 2022		13,964,485		1,397		51,156,597			87,021			(37,985,247	)		(72,363	)		(99,963	)		-			13,159,805
Balance		13,964,485		1,397		51,156,597			87,021			(37,985,247	)		(72,363	)		(99,963	)		-			13,159,805

Shares issued under ATM facilities for cash proceeds, net of offering costs		2,523,702		252		5,438,718			-			-			-			-			-			5,438,970

Shares and warrants issued under private placement for cash proceeds, net of offering costs		3,241,076		324		9,933,829			-			-			-			-			-			9,934,153

Shares issued for exercise of stock options		1,351		-		2,618			-			-			-			-			-			2,618

Nexcella shares issued for cash proceeds		-		-		650,000			-			-			-			-			-			650,000

Shares issued for services		264,105		27		622,396			-			-			-			-			-			622,423

Stock-based compensation		-		-		1,943,285			-			-			-			-			-			1,943,285

Non-controlling interests in subsidiary		-		-		32,263			-			-			-			-			(32,263	)		-

Net loss		-		-		-			-			(15,426,048	)		-			-			(169,474	)		(15,595,522	)

Foreign currency translation adjustment		-		-		-			47,645			-			-			-			-			47,645

Balance December 31, 2023		19,994,719	$	2,000	$	69,779,706		$	134,666		$	(53,411,295	)		(72,363	)	$	(99,963	)	$	(201,737	)	$	16,203,377
Balance		19,994,719	$	2,000	$	69,779,706		$	134,666		$	(53,411,295	)	$	(72,363	)	$	(99,963	)	$	(201,737	)	$	16,203,377

		Page
Index to Consolidated Financial Statements:		F-1

Consolidated Financial Statements:

Report of the Independent Registered Public Accounting Firm (PCAOB ID: 170)		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022		F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to the Consolidated Financial Statements		F-7

Exhibit No.		Title of Document
3.1		Third Amended and Restated Certificate of Incorporation of Immix Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021)

3.2		Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2021)

4.1		Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

4.2		Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 28, 2021)

4.3*		Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2023)

4.4		Form of Senior Indenture (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed with the SEC on January 3, 2023)

4.5		Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed with the SEC on January 3, 2023)

10.1+		2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

10.2+		Form of Indemnification Agreement with Directors and Executive Officers (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

10.3#		IP License Agreement by and between the Company and Immix Biopharma Australia Pty Ltd dated January 23, 2017 (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

10.4+		Employment Agreement by and between the Company and Ilya Rachman dated June 18, 2021 (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

10.5+		Management Services Agreement by and between the Company and Alwaysraise LLC, dated March 18, 2021 (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

10.6		Master Service Agreement by and between the Company and AxioMx, Inc. dated December 22, 2014 (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

10.7#		Clinical Collaboration and Supply Agreement by and between the Company and BeiGene Switzerland GmbH dated August 20, 2021 (Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 15, 2021)

10.8+		Amendment to Employment Agreement by and between the Company and Ilya Rachman dated as of November 9, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022)

10.9+		Amendment to Master Services Agreement by and between the Company and Alwaysraise, LLC dated as of November 9, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022)

10.10#		Research and License Agreement entered into on December 8, 2022 by and between Nexcella, Inc. (formerly Immix Biopharma Cell Therapy, Inc.), Hadasit Medical Research Services & Development, Ltd. and BIRAD Research and Development Company Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2022)

10.11		Form of Share Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023)

10.12*		Senior Unsecured Promissory Note issued by Nexcella, Inc. to Immix Biopharma, Inc. on December 21, 2022 (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2023.

10.13+		2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 6, 2021)

14.1*		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022)

21.1*		Subsidiaries

23.1*		Consent of KMJ Corbin & Company LLP, independent registered public accounting firm

31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

99.7		Immix Biopharma, Inc. Executive Clawback Policy (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023)

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

104*		Cover Page Interactive Data File – the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 is formatted in Inline XBRL

*	Filed herewith.
**	Furnished herewith.
+	Management contract or compensatory plan or arrangement.
#	Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the Company customarily and actually treats such information as private or confidential and such omitted information is not material.

	/s/ Ilya Rachman
	Ilya Rachman
	Chief Executive Officer
	(Principal Executive Officer)

Signature	Title	Date

/s/ Ilya Rachman	Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors	March 29, 2024
Ilya Rachman

/s/ Gabriel Morris	Chief Financial Officer and Director	March 29, 2024
Gabriel Morris	(Principal Financial and Accounting Officer)

/s/ Jason Hsu	Director	March 29, 2024
Jason Hsu

/s/ Magda Marquet	Director	March 29, 2024
Magda Marquet

/s/ Helen C. Adams	Director	March 29, 2024
Helen C. Adams

/s/ Carey Ng	Director	March 29, 2024
Carey Ng

/s/ Jane Buchan	Director	March 29, 2024
Jane Buchan

/s/ Yekaterina Chudnovsky	Director	March 29, 2024
Yekaterina Chudnovsky

Name	State/Country of Organization or Incorporation	Ownership Interest
Immix Biopharma Australia Pty Ltd.	Australia		100	%
Nexcella, Inc.	Delaware		95	%*

Date: March 29, 2024	/s/ Ilya Rachman
	Ilya Rachman
	Chief Executive Officer
	(Principal Executive Officer)