Here's a clear breakdown of Immix Biopharma's (IMMX) proxy statement, focusing on what matters most to shareholders.

🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). It's like an "invitation and instruction manual" for Immix Biopharma's 2026 Annual Meeting of Stockholders. It tells shareholders what they're voting on, who they're voting for, and how to vote. The meeting will be held May 22, 2026, at 12:00 p.m. ET at the company's LA office.

👉 Why it matters: Your vote helps decide the company's leadership and approves its accountant. Even if you don't attend, voting ensures your voice is heard.

🏢 What The Company Does

Immix Biopharma is a clinical-stage biopharmaceutical company focused on developing new therapies for cancer, particularly a type called Systemic Light Chain (AL) Amyloidosis.

👉 In simple terms, they're a research-driven biotech working on targeted cancer treatments, specifically for a rare and serious disease where abnormal proteins build up in organs.

📅 Key Dates & Logistics

Record Date: March 31, 2026 (You must own shares by this date to vote).
Meeting Date: May 22, 2026.
Notice Mailed: On or about April 6, 2026.
Voting Deadline: May 21, 2026 (for online/mail votes).
How to Vote: Internet (link provided in notice), mail (return proxy card), or in person at the meeting.
Quorum Needed: At least 26,506,047 shares (majority of outstanding) must be present.

🗳️ What You're Voting On (Proposals)

The meeting has two main items:

Elect Nine Directors: Vote "FOR" or "WITHHOLD" for each nominee. The nine nominees with the most "FOR" votes win (plurality voting).
Ratify Auditors: Approve Crowe LLP as the independent accounting firm for 2026. Requires a majority of votes cast.

👉 Board Recommendation: The Board urges shareholders to vote "FOR" all director nominees and "FOR" ratifying Crowe LLP.

👥 Meet the Director Nominees (Your Potential Board)

The board recommends electing these nine individuals:

Ilya Rachman, MD, PhD, MBA (Age 54): Founder, CEO, Chief Scientific Officer, Chairman. Scientist/clinician background.
Gabriel Morris, BA (Age 40): CFO, President. Investment banking and finance background.
Jason Hsu, PhD (Age 52): Finance professor, asset management expert.
Magda Marquet, PhD (Age 67): Biotech entrepreneur with multiple successful company exits.
Helen C. Adams, CPA (Age 67): Former audit partner (Deloitte), audit committee financial expert.
Carey Ng, PhD, MBA (Age 47): Venture capitalist with deep biomedical investment experience.
Jane Buchan, PhD (Age 62): Former CEO of large investment firms, extensive finance background.
Yekaterina Chudnovsky, JD (Age 41): General Counsel, healthcare and legal expertise.
Nancy Chang, PhD (Age 76): Biotech founder (co-founded Tanox, sold to Roche), seasoned executive.

👉 Independence Check: The board determined 6 of the 9 nominees (Marquet, Hsu, Adams, Ng, Buchan, Chudnovsky) are independent directors under Nasdaq rules.

💼 Executive Compensation (Pay Details)

This section details pay for the top two executives ("Named Executive Officers"):

Ilya Rachman (CEO): 2025 Total Compensation = $1,352,854 (Salary: $475k, Option Awards: ~$593k, Non-Equity Incentive: $285k).
Gabriel Morris (CFO): 2025 Total Compensation = $1,352,854 (Identical structure to CEO).
Key Components: Base salary, annual cash bonuses (based on Board discretion/metrics), and stock option grants. Salaries increased slightly in 2024 and 2023.

👉 Why it matters: Shows how the company rewards its top leaders – balancing fixed pay (salary) with performance-based incentives (bonuses, stock options) to align their interests with shareholders.

⚖️ Corporate Governance & Board Structure

Board Size: 9 members.
Leadership: CEO Ilya Rachman also serves as Chairman. Helen Adams is the Lead Independent Director.
Committees: Three key committees:
- Audit Committee: Oversees financial reporting, controls, and auditors (Adams, Buchan, Ng).
- Compensation Committee: Sets executive pay (Marquet, Buchan, Hsu).
- Governance & Nominating Committee: Finds and recommends directors (Buchan, Marquet, Chudnovsky).
Meetings: Board met 5 times in 2025. All committees met multiple times.
Risk Oversight: The full Board has ultimate responsibility for overseeing major risks.
Policies: Has a Code of Conduct, Insider Trading Policy (includes anti-hedging rules), and procedures for shareholders to communicate with the Board.

🔮 What's Next

The main event is the Annual Meeting on May 22, 2026, where shareholders will vote on the proposals outlined. Following the meeting, the company will:

Implement the election results for the Board.
Continue its operations and clinical programs with Crowe LLP as its auditor.
File a Form 8-K within four business days after the meeting to report the voting results.

⚖️ Big Picture: Strengths & Risks

Strengths (👍): Strong, experienced board with deep biotech, finance, and legal expertise. Clear governance structure with lead independent director. Significant insider ownership aligns management with shareholders. Focus on a serious medical need (AL Amyloidosis).
Risks (⚠️): As a clinical-stage biotech, the company is inherently risky. Success depends heavily on clinical trial outcomes and regulatory approvals for its pipeline, which are uncertain. Executive compensation is heavily weighted towards stock options, which could incentivize excessive risk-taking to boost stock price short-term.

🧠 The Analogy

Think of this proxy statement as the "owner's manual and election ballot" for being a shareholder of Immix Biopharma. It tells you who's currently running the company (the Board), how much they get paid, and gives you the power (your vote) to decide if they keep their jobs and if the company's financial auditor should be renewed for another year.

🧩 Final Takeaway

Shareholders need to decide by May 21, 2026, whether to re-elect all nine proposed directors (led by founder-CEO Dr. Rachman) and approve Crowe LLP as the auditor. The board, which is majority independent with strong biotech and financial expertise, strongly recommends voting "FOR" both proposals. Your vote shapes the leadership and oversight of this clinical-stage cancer therapy developer.

Immix Biopharma, Inc. — DEF 14A Filing