Immix Biopharma, Inc. — Director's Dealing 2021

Dec 16, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Immix Biopharma, Inc. (IMMX)
CIK: 0001873835
Period of Report: 2021-12-15

Reporting Person: Morris Gabriel S (Director, Chief Financial Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (right to purchase)	$0.80	2031-03-12	Common stock (256500)		Direct
Options (right to purchase)	$1.86	2031-06-18	Common stock (210000)		Direct
Warrants (right to purchase)	$0.80	2031-03-18	Common stock (96000)		Indirect
Warrants (right to purchase)	$0.80	2031-04-02	Common stock (60000)		Indirect
Convertible Note	$		Common stock ()		Indirect
Convertible Note	$		Common stock ()		Indirect
Convertible Note	$		Common stock ()		Direct

Footnotes

F1: On March 12, 2021, the Registrant issued the Reporting Person options to purchase up to 256,500 shares of the Registrant's common stock (the "Options"). The Options vest in 24 monthly installments with the first installment vesting on March 24, 2021, subject to the Reporting Person's continued service with the Registrant. Notwithstanding the foregoing, in the event of the termination of the Management Services Agreement by and between the Registrant and Alwaysraise LLC dated March 24, 2021 (as amended, the "Agreement"), one-half of the Options shall become fully vested. In the event that fewer than one-half of the Options are available to be vested, the remaining portion of the Options subject to vesting shall become fully vested.

F2: On June 18, 2021, the Registrant issued the Reporting Person options to purchase up to 210,000 shares of the Registrant's common stock (the "June Options"). The June Options vest in 48 monthly installments with the first installment vesting on June 18, 2021, subject to the Reporting Person's continued service with the Registrant. Notwithstanding the foregoing, in the event of the termination of the Agreement, one-half of the June Options shall become fully vested. In the event that fewer than one-half of the June Options are available to be vested, the remaining portion of the June Options subject to vesting shall become fully vested.

F3: The warrant is held by Alwaysraise LLC ("Alwaysraise").

F4: On March 18, 2021, the Registrant issued Alwaysraise a note in the amount of $100,000 which is payable upon request of the majority holders of like tenure notes on or after March 1, 2023. If the Registrant sells its equity securities prior to such date resulting in proceeds of not less than $10 million ("Qualified Financing"), then the note will automatically convert into such number of equity securities sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price paid per equity security in the Qualified Financing multiplied by 0.80 and (ii) the quotient resulting from dividing $10 million by the number of outstanding shares of common stock immediately prior to the Qualified Financing (assuming the conversion of all securities convertible into common stock and the exercise of all outstanding options and warrants, including shares of common stock reserved and available for future grant under any equity incentive or similar plans).

F5: On April 2, 2021, the Registrant issued Alwaysraise a note in the amount of $100,000 which is payable upon request of the majority holders of like tenure notes on or after March 1, 2023. If the Registrant sells its equity securities prior to such date in a Qualified Financing, then the note will automatically convert into such number of equity securities sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price paid per equity security in the Qualified Financing multiplied by 0.80 and (ii) the quotient resulting from dividing $10 million by the number of outstanding shares of common stock immediately prior to the Qualified Financing (assuming the conversion of all securities convertible into common stock and the exercise of all outstanding options and warrants, including shares of common stock reserved and available for future grant under any equity incentive or similar plans).

F6: On March 18, 2021, the Registrant issued the Reporting Person a note in the amount of $60,000 which is payable upon request of the majority holders of like tenure notes on or after March 1, 2023. If the Registrant sells its equity securities prior to such date in a Qualified Financing, then the note will automatically convert into such number of equity securities sold in the Qualified Financing at a conversion price equal to the lesser of (i) the price paid per equity security in the Qualified Financing multiplied by 0.80 and (ii) the quotient resulting from dividing $10 million by the number of outstanding shares of common stock immediately prior to the Qualified Financing (assuming the conversion of all securities convertible into common stock and the exercise of all outstanding options and warrants, including shares of common stock reserved and available for future grant under any equity incentive or similar plans).

F7: Gabriel Morris is the Managing Partner and Sole Member of Alwaysraise and in such capacity has the right to vote and dispose of the securities held by such entity.