Sec Form 3 Filing - Morris Gabriel S @ Immix Biopharma, Inc. - 2021-12-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Morris Gabriel S 2. Issuer Name and Ticker or Trading Symbol Immix Biopharma, Inc. [ IMMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O IMMIX BIOPHARMA, INC., 11400 WEST OLYMPIC BLVD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2021 (Street) LOS ANGELES, CA90064 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (right to purchase) $ 0.8 ( 1 ) 03/12/2031 Common stock 256,500 D Options (right to purchase) $ 1.86 ( 2 ) 06/18/2031 Common stock 210,000 D Warrants (right to purchase) $ 0.8 03/18/2021 03/18/2031 Common stock 96,000 I See footnote( 3 )( 7 ) Warrants (right to purchase) $ 0.8 04/02/2021 04/02/2031 Common stock 60,000 I See footnote( 3 )( 7 ) Convertible Note ( 4 ) ( 4 ) ( 4 ) Common stock ( 4 ) I See footnote( 7 ) Convertible Note ( 5 ) ( 5 ) ( 5 ) Common stock ( 5 ) I See footnote( 7 ) Convertible Note ( 6 ) ( 6 ) ( 6 ) Common stock ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morris Gabriel S C/O IMMIX BIOPHARMA, INC. 11400 WEST OLYMPIC BLVD., SUITE 200 LOS ANGELES, CA90064 X Chief Financial Officer Signatures /s/ Gabriel S Morris 12/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )The warrant is held by Alwaysraise LLC ("Alwaysraise"). ( 4 )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). ( 5 )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). ( 6 )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). ( 7 )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.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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