IMMX 10-K & 10-Q changes, risk factors and insider trading

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this Annual Report on Form 10-K before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

We are a clinical-stage biopharmaceutical company focused on developingthe a novel classapplication of TSTxCAR-T in oncologyAL Amyloidosis and inflammation.other serious diseases. Investment in in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that a product candidate will fail to prove effective, gain regulatory approval or become commercially viable. We do not have any products approved by regulatory authorities and have not generated any revenues from collaboration or licensing agreements or product sales to date, and have incurred significant research, development and other expenses related to our ongoing operations and expect to continue to incur such expenses. As a result, we have not been profitable and have incurred significant operating losses since our inception. For the years ended December 31, 20242025 and 2023,2024, we reported net losses of $21,698,363$29.4 million and $15,595,522,$21.7 million, respectively. As of December 31, 31, 2024,2025, we had an accumulated deficit of $75,024,671.$104.5 million.

WeDespite the funds received in our recent public and private financings, we will need to raise significant additional capital to complete development and obtain regulatory approval for our product candidates. Although we believe that our existing cash andcash, cash equivalents and short-term investments balance of $17,681,954$100.4 million as of December 31, 2024, expected disbursements under the CIRM grant and expected payments of tax receivables,2025, will be sufficient to meet our cash, operational and liquidity requirements for at least 12 months from the date of this report, our operating plan may change as a result of many factors currently unknown to us, and we may need additional funds sooner than planned. Additionally, we expect that our cash on hand andwill cash from the CIRM grant will not be sufficient to complete development and obtain regulatory approval for our product candidates, and we will need to raise significant additional capital to help us do so.

As of December 31, 20242025 we had federal net operating loss (“NOLs”) carryforwards of approximately $19,850,000.$52.5 million. Our NOLs generated in tax years ending on or prior to December 31, 2017 are only permitted to be carried forward for 20 years under applicable U.S. tax laws, and will begin to expire, if not utilized, beginning in 2034. These NOL carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under the Tax Act, federal NOLs incurred in tax years ending after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited. It is uncertain if and to what extent various states will conform to the Tax Act, or whether any further regulatory changes may be adopted in the future that could minimize its applicability. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and certain corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in the ownership of its equity over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited.

On July 25, 2024, the Companywe learned that itwe waswere awarded an $8 million grant from the California Institute for Regenerative Medicine (CIRM) to to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to the Companyus upon achievement of milestones that are primarily based on patient enrollment in theour Company’s clinical trials. Additionally, if CIRM determines, in its sole discretion, that thewe Company hashave not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Company will co-fund the research project and the amount of the Company’sour co-funding requirement is predetermined as a part of the award. The CompanyWe signed the grant agreement in November 2024 and began receiving funds from the grant in November of 2024. As of March 11,20, 2025,2026, thewe Companyhave has received $3.6$6.2 million in grant reimbursements under the grant agreement. The Company may not receive the remaining funds on a timely basis, or at all. TheWe Company isare required to complete certain requirements and agree to certain terms and conditions in connection with such grant, which have not been completed in full as of the date of this Annual Report.Report on Form 10-K. In the event the remaining funds were not received on a timely basis, or at all, or subject to conditions, the Company we could be forced to seek out alternative funding.

All of our product candidates are still in pre-clinical or early clinical development. Additionally, all of our product candidates are required to undergo ongoing safety testing in humans as part of clinical trials. Consequently, not all adverse effects of drugs can be predicted or anticipated. Unforeseen side effects from any of our product candidates could arise either during clinical development or, if approved by regulatory authorities, after the approved product has been marketed. Therefore, the results from clinical trials may not demonstrate a favorable safety profile in humans. The results of future clinical trials may show that our product candidates cause undesirable or unacceptable side effects, which could interrupt, delay or halt clinical trials, and result in delay of, or failure to obtain, marketing approval from the FDA or foreign regulatory authorities, or result in marketing approval from the FDA or foreign regulatory authorities with restrictive label warnings, limited patient populations or potential product liability claims. Even if we believe that our clinical trial and pre-clinical studies demonstrate the safety and efficacy of our product candidates, only the FDA and other comparable regulatory agencies may ultimately make such determination. No regulatory agency has made a determination that any of our product candidates are safe or effective for any indication.

Although in January 2024, the Companywe entered into a long-term operating lease agreement for manufacturing space located in California, and as of March 20, 11, 2025,2026, we do not own or operate any FDA approved operating manufacturing facilities. We rely on and intend to continue to rely on CMOs to formulate and manufacture our pre-clinical and clinical materials. Our reliance on a CMO exposes us to a number of risks, any of which could delay or prevent the completion of our pre-clinical studies or clinical trials, or the regulatory approval or commercialization of our product candidates, result in higher costs, or deprive us of potential product revenues. Some of these risks include:

Because we have limited financial and managerial resources, we intend to prioritize our efforts on specific research and development programs, including clinical development of NXC-201, IMX-110, IMX-111NXC-201 and IMX-120IMX-110 or other future product candidates. As a result, we may forgo or delay pursuit of other opportunities, including with potential future product candidates that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Our Our spending on current and future research and development programs and product candidates for specific indications may not yield any commercially commercially viable drug candidates. If we do not accurately evaluate the commercial potential or target market for a particular product candidate, candidate, we may relinquish valuable rights to that product candidate through partnership, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate.

Our understanding of the number of people who suffer from certain types of cancers, hematologic malignancies and inflammatory diseases asthat well as ulcerative colitis and Crohn’s disease that our product candidates may have the potential to treat is based on estimates. These estimates may prove to be incorrect, and new studies may demonstrate or suggest a lower estimated incidence or prevalence of such diseases. The number of patients in the United States or elsewhere may turn out to be lower than expected, may not be otherwise amenable to treatment with our current or potential future product candidates or patients may become increasingly difficult to identify and access, all of which would adversely affect our business prospects and financial condition.

We compete in an industry that is characterized by: (i) rapid technological change, (ii) evolving industry standards, (iii) emerging competition, (iv) new product introductions and (v) an emphasis on proprietary and novel products and product candidates. Our competitors, some of which include larger pharmaceutical companies, biotechnology companies, and academic institutions, have and may develop products and technologies that will compete with our products and technologies. Specifically, we face competition from companies developing therapies for AL amyloidosis which include Prothena Corp, Caelum Biosciences (Nown/k/a Alexion/AstraZeneca), and Janssen/Johnson & Johnson. In addition, addition, we face competition from companies developing cell therapies for immune-mediated disease, some of which include Kyverna Therapeutics, Inc.; Cabaletta Bio, Inc.; Fate Therapeutics Inc.; and Arcellx, Inc. Moreover, companies with approved therapies for blood disorders include, but are not limited to, Novartis AG, Bristol Myers Squibb Co, and Janssen/Johnson & Johnson. We also compete with these organizations to recruit management, scientists and clinical development personnel, which could negatively affect our level of expertise and our ability to execute our business plan. We will also face competition in establishing clinical trial sites, enrolling subjects for clinical trials and in identifying new product candidates.

Our business could be adversely affected by conditions in the U.S. and global economies, the United States and global financial markets and adverse geopolitical and macroeconomic developments, including rising inflation rates, the continuing impact of thepandemics, COVID-19 pandemic, the Ukrainian/Russian and Israeli/Palestinian conflicts and related sanctions, bank failures, and economic uncertainties related to these conditions.

We have been granted Breakthrough Therapy designation by the FDA to sterically-optimized CAR-T NXC-201 for the treatment of relapsed/refractory AL amyloidosis and we may seek a Breakthrough Therapy Designationdesignation for additional indications or some of ourother or future product candidates. A breakthrough therapy is defined as a therapy that is intended, alone or in combination with one or more other therapies, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the therapy may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For therapies that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Therapies designated as breakthrough therapies by the FDA may also be eligible for priority review and accelerated approval. Designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if we believe one of our product candidates meets the criteria for designation as a breakthrough therapy, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of a Breakthrough Therapy Designationdesignation for a product candidate may not result in a faster development process, review or approval compared to therapies considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of our product candidates qualify as breakthrough therapies, the FDA may later decide that such product candidates no longer meet the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.

Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors. In addition, as a smaller reporting company we will also have reduced disclosure requirements.

Immix Biopharma, Inc. is a clinical-stage biopharmaceutical company focused on the application of chimeric antigen receptor cell therapyCAR-T in light chain (AL) Amyloidosis and selectother immune-mediated serious diseases. Our lead cell therapy candidate is FDA IND cleared CAR-T NXC-201, currently being evaluated in our ongoing United States Phase 1b/2 NEXICART-2 (NCT06097832) clinical trial and our ex-U.S. phase 1b/2a NEXICART-1 (NCT04720313) clinical trial.

Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our Company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities and negative cash flows from operations. We have funded our operations primarily through the sale of convertible debt and equity securities.securities and, to a lesser extent, grant funding. Currently, our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Furthermore, we incur costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenses on other research and development activities.

AxioMxATM Master Services AgreementAgreements

In addition, Nexcella shall pay sales milestone payments of up to $20 million for Net Sales (as such term is defined in the Agreement) exceeding $700 million and Nexcella has committed to funding NXC-201 clinical trials in Israel over 4 years for an estimated total cost of approximately $13 million, spread on a quarterly basis over that period, which Nexcella believes will generate clinical trial data owned by Nexcella. The term of the Agreement commenced on December 8, 2022 and, unless earlier terminated pursuant to the terms thereof, shall continue in full force and effect until the later of the expiration of the last Valid Claim under a Licensed Patent or a Joint Patent or Exclusivity Right covering a Licensed Product or the expiration of a continuous period of 15 years during which there shall not have been a First Commercial Sale of any Licensed Product in any country in the world. Licensors may terminate the Agreement immediately if Nexcella or its affiliates or sublicensees commences an action in which it challenges the validity, enforceability or scope of any of the Licensed Patents or Joint Patents. In addition, either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure such breach within 30 days. Additionally, Licensors may terminate the Agreement if Nexcella becomes insolvent or files for bankruptcy.

On December 16, 2024, Nexcella entered into the First Amendment to the Research and License Agreement (the “First Amendment”) with the Licensors. The First Amendment includes terms specific to new licensed products and requires an additional upfront license fee of $1,500,000,$1.5 payablemillion, nowhich laterhas thanbeen Aprilpaid 30,in full as of December 31, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones.

On July 25, 2024, thewe Company waswere awarded an $8 million grant from the California Institute for Regenerative Medicine (CIRM) to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to the Companyus upon achievement of milestones that are primarily based on patient enrollment in theour Company’s clinical trials. Additionally, if CIRM determines, in its sole discretion, that thewe Company hashave not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and the Companywe will co-fund the research project and the amount of the Company’s co-funding requirement is predetermined as a part of the award. The CompanyWe signed the grant agreement in November 2024 and begin receiving funds from the grant in November of 2024. As of March 11,20, 2025,2026, thewe Companyhave has received $3.6approximately $6.2 million in grant reimbursements under the grant agreement.agreement and $1.8 million of remaining awarded funds are expected to be disbursed upon the achievement of milestones.

The expenses incurred in both periods were related to salaries, patent maintenance costs and general accounting and other general consulting consulting expenses, which were higher for the year ended December 31, 2024,2025, due to increased compensation of $1,213,247 due to the hiring of additional employees, increased investor relations and professional services of $1,839,151$695,152 due to service scope expansion and price increases, increased compensation of $1,011,389 due to the hiring ofand additional employees, increased stock-based compensation of $449,913 from additional equity awards issued, and increased other general expenses of $675,443.$407,440.

The increased research and development expenses were related to our ongoing Phase 1b/2a clinical trial and our CAR-T clinical trial, including, but not limited to, CRO and related costs for maintaining and treating patients in the clinical trial, as well as site onboarding costs and license fees. We were able to increase spending on research and development in 20242025 as a result of funding from anmultiple underwrittenshare publicofferings offeringresulting of 5,535,055 shares of our common stock at the public offering price of $2.71 per share, forin net proceeds of $13,565,760,$107,349,347, after underwriter discounts and offering expenses. Additionally, the Company received $1,925,000 $2,725,000 in CIRM grant reimbursement which is recorded as an offset to research and development expenses.

Interest income was $1,017,354$555,526 for the year ended December 31, 2024,2025, compared to $572,006$1,017,354 of interest income for the year ended December 31, 2023.2024. Interest income in the current year was related to interest received on investments in a money market fund and increaseddecreased from the prior year as a result of the Company maintaining higherlower balances in money market funds during the current year.

In February and March 2024, we conducted an underwritten public offering of 6,319,025 shares of our common stock, inclusive of the underwriter’s exercise in full of its over allotmentover-allotment option, at $2.71 per share, for the net proceeds of approximately $15.5 million, after underwriting discounts and offering expenses.

Our primary use of cash andcash, cash equivalents and short-term investments is to fund operating expenses, which consist of clinical research and development expenses, manufacturing expenses, legal and compliance expenses, compensation and related expenses, and general overhead costs. Cash andCash, cash equivalents and short-term investments used to fund operating expenses are impacted by the timing of when we pay or prepay these expenses. We expect our expenses to increase in connection with our ongoing activities, particularly as we expand our clinical programs, continue the research and development of, and seek marketing approval for our product candidates. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution.

As of December 31, 2024,2025, we had total assets of approximately $22.9$104.8 million and working capital of approximately $11.5$91.1 million. As of December 31, 2024,2025, our liquidity included approximately $17.7$100.4 million of cash, cash equivalents and cashshort-term equivalents.investments. We believe that our cash and cash, cash equivalents and short-term investments on hand as of the date of this report coupled with expected disbursements under the CIRM grant, will be sufficient to fund our planned operations over the 12-month period following the date of this report; however, there can be no assurance we will not need additional capital sooner. In addition, we believe that we will need additional capital to continue our planned operations beyond the 12-month period following the date of this report. We intend to seek additional funds through various financing sources, including the sale of our equity and debt securities, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements. In addition, we will consider alternatives to our current business plan that may enable us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

In January 2024, the Companywe entered into a long-term operating lease agreement for biopharmaceutical manufacturing space in California under a non-cancelable operating lease that expires in December 2033. Under the terms of the lease we expect to make total lease payments of $1.6$1.4 million through December 2033.

Net cash used in operating activities was $23,930,304 for the year ended December 31, 2025 and $14,595,102 for the year ended December 31, 2024 and $11,371,438 for the year ended December 31, 2023.2024. Net cash used in operating activities for the year ended December 31, 2025 was primarily related to our net loss of $29,438,613, offset by non-cash items of stock-based compensation expense of $2,441,875, depreciation expense of $245,747 and right of use asset amortization of $118,754. Operating activities also included increases in accounts payable and accrued expenses of $1,027,161, and in prepaid expenses of $286,729 partially offset by a decrease in the tax receivable of $2,059,507. Net cash used in operating activities for the year ended December 31, 2024 was primarily related to our net loss of $21,698,363, offset by non-cash items of stock-based compensation expense of $3,020,573, depreciation expense of $32,941 and right of use asset amortization of $82,447. Operating activities also included an increase in accounts payable and accrued expenses of $4,401,623 and an increase in the tax receivable of $971,527, partially offset by a decrease in prepaid expenses of $554,771. Net cash used for the year ended December 31, 2023 was primarily related to our net loss of $15,595,522 offset by non-cash items of stock-based compensation expense of $2,565,708 and depreciation expense of $5,468. Operating activities also included an increase in accounts payable and accrued expenses of $2,434,467, an increase in the tax receivable of $893,401, and a decrease in prepaid expenses of $111,842.$554,770.

Critical Accounting Policies and Estimates

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our 2025 Form 10-K, as filed with the SEC on March 25, 2026. ThereExcept as set forth below, there have been no material changes in our risk factors from those previously disclosed in our 2025 Form 10-K. You should carefully consider the risks described in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below in “Risk Factors”,,, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025,2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. All amounts in this report are in U.S. dollars, unless otherwise noted.

Immix Biopharma, Inc. is a clinical-stage biopharmaceutical company focused on the application of chimeric antigen receptor cell therapy (“CAR-T”) in light chain (“AL”) Amyloidosis and other serious diseases. Our lead cell therapy candidate is CAR-T NXC-201 (“NXC-201”), which is currently being evaluated in our ongoing United States Phase 1b/2 NEXICART-2 (NCT06097832) clinical trialtrial. andEnrollment anfor ex-U.S.the Company’s phase 1b/2a NEXICART-1 (NCT04720313)NEXICART-2 clinical trial.trial NEXICART-2of NXC-201 is expected to enroll 40 patients,complete with final45 readoutpatients and Biologics License Application (“BLA”) submission planned thereafter.enrolled.

AL amyloidosis is a life-threatening immunological disorder in which an abnormal protein called amyloid builds up in tissues and organs. This abnormal protein is produced by long-lived plasma cells (“LLPCs”),cells, a type of immune B-cell. The signs and symptoms of AL amyloidosis vary among patients because build-up may occur in the heart (most frequent cause of mortality), liver, kidneys, intestines, muscles, joints, nerves, or spleen, according to the National Institutes of Health (“NIH”).Health. Diagnosis is frequently delayed, due to varied and non-specific symptoms including: fatigue, weight loss, shortness of breath, dizziness, and numbness in hands and feet. Upon diagnosis, many patients already have late-stage disease, and are not aware of available treatment options and clinical trials.

After NXC-201 treatment, complete responses (“CRs”) were observed in 75% (at s/u IFE(-) level) (15 out of 20) patients as determined by an independent review committee. In four out of five pending patients, minimum residual disease (“MRD”) negativity in bone marrow suggests a future complete response may be expected. Downstream clinical improvement, including organ responses, were observed in 70% of evaluable patients (7/10). No neurotoxicity has been observed. Grade 2 cytokine release syndrome was observed in four patients, Grade 1 cytokine release syndrome was observed in 11 patients, with a median duration of one day.

Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our Company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities and negative cash flows from operations. We have funded our operations primarily through the sale of equity securities and grant proceeds. Currently, our primary use of cash, cash equivalents, and short-term investment investments is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Furthermore, we incur costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenses on other research and development activities.

On December 16, 2024, our wholly-owned subsidiary, Nexcella, Inc., entered into the First Amendment to the ResearchAgreement and License Agreement (the “First Amendment”) with the Licensors. The First Amendment includes terms specific to new licensed products and requires an additional upfront license fee of $1.5 million, which has beenwas paid in full as of December 31, 2025, as well as development milestone payments of up to $4.5 million upon the Company’s achievement of certain milestones.

On July 25, 2024, we were awarded an $8.0 million grant from the California Institute for Regenerative Medicine (“CIRM”) to support the clinical development of chimeric antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. The award is payable to us upon achievement of milestones that are primarily based on patient enrollment in our clinical trials. Additionally, if CIRM determines, in its sole discretion, that we have not complied with the terms and conditions of the grant, CIRM may suspend or permanently cease disbursements. Funds received under this grant may only be used for allowable project costs specifically identified with the CIRM-funded project. Such costs can include, but are not limited to, salary for personnel, itemized supplies, consultants, and itemized clinical study costs. Under the terms of the grant, both CIRM and we will co-fund the research project and the amount of our co-funding requirement is predetermined as a part of the award. We signed the grant agreement in November 2024 and began receiving funds from the grant in November of 2024. As of AprilAugust 30,3, 2026, we have received $6.7 million in grant reimbursements under the grant agreement.

AmendedCitizens June 2025 ATM Agreement

On June 3, 2025, the Companywe entered into an At The Market Offering Agreement (as amended from time to time, the “June 2025Citizens ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”), which was amended on March 25, 2026 (the “June 2025 ATM Amendment No. 1” and, together2026, with the June 2025 ATM Agreement, the “Amended June 2025 ATM Agreement”), pursuant to which we may offer and sell, from time to time, at our option, shares of our common stock, through Citizens, as the sales agent, having an aggregate offering price price of up to $100,000,000 in an “at the market offering,” as defined in Rule 415(a)(4) under the Securities Act. During the three six months ended MarchJune 31,30, 2026, we sold no1,510,000 shares of common stock for net proceeds of $13,943,659, after offering expenses, pursuant to the Citizens ATM Agreement. As of June 30, 2026, we have sold an aggregate of 3,207,504 shares of common stock pursuant to the June 2025 ATM Agreement and Amended June 2025 ATM Agreement. As of April 30, 2026, we have sold an aggregate of 3,062,504 shares of common stock pursuant to the Amended June 2025Citizens ATM Agreement for net proceeds of $17,101,938,$18,353,089, after offering expenses.

Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31,30, 2025

General and administrative expense was $4,823,378$7,123,171 for the three months ended MarchJune 31,30, 2026, compared to $2,707,851$2,745,247 for the three months ended MarchJune 31,30, 2025.

The expenses incurred in both periods were related to salaries, patent maintenance costscosts, professional fees and general accounting and other general consulting expenses, whichprimarily were higher for the three months ended March 31, 2026, due to increased investor relations and professional fees of $1,174,910 related to the Company’s efforts to raise capital, increased compensationcompensation, including stock-based compensation, of $607,006$1,681,376 due to hiring of additional employees, and increased other general expenses of $355,724.$332,210.

Research and development expense was $5,980,477$5,333,172 for the three months ended MarchJune 31,30, 2026, compared to $1,975,074$3,972,458 for the three months ended MarchJune 31,30, 2025.

The increasedincrease in research and development expenses werewas primarily driven by an increase in research and development expenses related to our ongoing Phase 1b/2a clinical trial and our CAR-T clinical trial, including, but not limited to, CRO and related costs for maintaining and treating patients in the clinical trial, as well as site onboarding costs and license fees. We were able to increase spending on research and development in 2026 as a result of funding from multiple share offerings during the year ended December 31, 2025.2025 and three months ended June 30, 2026. Additionally, the Company received approximately $1.5$0.5 million in CIRM grant reimbursement, which is recorded as an offset to research and development expenses.

Interest income was $717,168$913,663 for the three months ended MarchJune 31,30, 2026, compared to $150,219$104,056 for the three months ended MarchJune 31,30, 2025. Interest income was related to interest received on investments in money market funds and US Treasuries. The increase is a result of the Company maintaining higher balances during the current period.

Provision for income taxes for the three months ended MarchJune 31,30, 2026 was $0$14,322 compared to $9,822$8,914 for the three months ended MarchJune 31,30, 2025, due to withholding taxes relating to our Australian subsidiary.

Net loss for the three months ended MarchJune 31,30, 2026 was $10,086,687$11,557,002 compared to $4,542,528$6,622,563 for the three months ended MarchJune 31,30, 2025, which increase was due primarily to the increase in researchgeneral and developmentadministrative expenses, as discussed above.

As discussed above, on July 25, 2024, thewe Company waswere awarded an $8.0 million grant from CIRM to support the clinical development of chimeric antigen antigen receptor T-cell therapy NXC-201 for the treatment of relapsed/refractory AL Amyloidosis. As of AprilAugust 30,3, 2026, we have received $6.7 $6.7 million in grant reimbursements under the grant agreement.

On MarchJune 25,3, 2026,2025, the Company and Citizenswe entered into the June 2025Citizens ATM AgreementAgreement, Amendmentwhich No.was 1,amended on March 25, 2026, , pursuant to which, effective March 25, 25, 2026, the Company may offer and sell, from time to time, at its option, shares of its common stock, through Citizens, as the sales agent, agent, having an aggregate offering price of up to $100,000,000 in an “at the market offering” as defined in Rule 415(a)(4) under under the Securities Act. During the threesix months ended MarchJune 31,30, 2026,2026 and 2025, we sold no1,510,000 and 513,935 shares of common stock pursuant to the Citizens ATM Agreement for net proceeds of $13,943,659 and $1,094,399, after offering expenses, respectively. As of August 3, 2026, the Company has sold an aggregate of 3,207,504 shares of common stock pursuant to the June 2025 ATM Agreement and Amended June 2025 ATM Agreement. As of April 30, 2026, we have sold an aggregate of 3,062,504 shares of common stock pursuant to the Amended June 2025Citizens ATM Agreement for net proceeds of $17,101,938, $18,353,089, after offering expenses.

As of MarchJune 31,30, 2026, we had total assets of approximately $95.8$239.1 million and working capital of approximately $81.7$224.5 million. As of MarchJune 31,30, 2026, our liquidity included approximately $90.6$232.1 million of cash andcash, cash equivalentsequivalents, and short-term investments. In addition, we held approximately $2.1 million in U.S.-Treasury related long-term investments. We believe that our cash, cash equivalentsequivalents, and short-term investments on hand as of the date of this report, will be sufficient to fund our planned operations over the 12-month period following the date of this report; however, there can be no assurance we will not need additional capital sooner. In addition, we believe that we will need additional capital to continue our planned operations beyond the 12-month period following the filing date of this Quarterly Report on Form 10-Q. We intend to seek additional funds through various financing sources, including the sale of our equity and debt securities, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements. In addition, we will consider alternatives to our current business plan that may enable us to achieve revenue producing operations and meaningful commercial success with a smaller amount of capital. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations.

Net cash used in operating activities was $9,817,073$21,562,698 for the threesix months ended MarchJune 31,30, 2026 and $1,685,140$6,994,921 for the threesix months ended June March 31,30, 2025. Net cash used for the threesix months ended MarchJune 31,30, 2026 was primarily related to our net loss of $10,086,687,$21,643,689, offset by non-cash items of stock-based compensation expense of $575,565,$1,553,705, depreciation expense of $91,577,$182,570, right of use asset amortization of $79,080, $39,189, loss on disposal of fixed assets of $34,153, slightly offset by realized gain on available-for-sale securities of $10,648.$49,331. Operating activities also included a decrease in accounts payable and accrued expenses of $793,423 and an increase in prepaid expenses and other current assets of $854,551. Net cash used for the six months ended June 30, 2025, was primarily related to our net loss of $11,165,091, offset by non-cash items of stock-based compensation expense of $1,400,608, depreciation expense of $96,647 and right of use asset amortization of $42,368. Operating activities also included an increase in accounts payable and accrued expenses of $443,059 and$782,904, an increase in prepaid expenses of $867,320. Net cash used for the three months ended March 31, 2025 was primarily related to our net loss of $4,542,528, offset by non-cash items of stock-based compensation expense of $868,359, depreciation expense of $38,153$145,953, and right of use asset amortization of $21,027. Operating activities also included a decrease in the tax receivable of $2,003,580, an increase in accounts payable and accrued expenses of $258,718, and an increase in prepaid expenses of $316,622.$2,025,564.

Net cash used in investing activities was $4,800,836$2,131,172 for the threesix months ended MarchJune 31,30, 2026, consisting of $7,768,350$12,317,643 in purchases of short-term investments offset by $3,000,000$10,240,000 in salesproceeds from the sale of short-term investments. In addition, there was $32,486$53,529 in purchases of property and operating equipment. Net cash used in investing activities was $67,713$195,343 for the threesix months ended MarchJune 31,30, 2025, consisting solely of purchase of property and operating equipment.

Net cash usedprovided inby financing activities infor the threesix months ended MarchJune 31,30, 2026 of $37,561$155,245,437 was mainly related to $71,093$140,722,254 from the sale of shares of our common stock in paymentsthe 2026 Underwritten Offering, $14,037,289 from the sale of deferredshares through the Citizens ATM offeringAgreement costs,in offsetat-the-market byofferings, $33,532$441,202 from cash proceeds received from the exercise of warrants and $44,692 from cash proceeds received from the exercise of common stock options. ThereNet werecash noprovided by financing cashactivities for 2025 was primarily related to proceeds flowsof during$1,104,292 from the threesale monthsof endedcommon Marchshares 31,through 2025.an at-the-market offering.