United States securities and exchange commission logo





                              August 16, 2021

       Ilya Rachman
       Chief Executive Officer
       Immix Biopharma, Inc.
       11400 West Olympic Blvd., Suite 200
       Los Angeles, CA 90064

                                                        Re: Immix Biopharma,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 20,
2021
                                                            CIK No. 0001873835

       Dear Dr. Rachman:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted July 20, 2021

       Cover Page

   1.                                                   The prominence of the
graphics on page 2, immediately following the cover page, is not
                                                        appropriate, as this
page includes extensive technical information without context. As
                                                        such, please move these
graphics to the Summary section or elsewhere with the
                                                        appropriate narrative
context and enlarge all text for legibility. Please refer to Question
                                                        101.02 of our
Securities Act Forms Compliance and Disclosure Interpretations for
                                                        guidance regarding
admissible graphics inside the front and back cover pages.
 Ilya Rachman
FirstName  LastNameIlya
Immix Biopharma,   Inc. Rachman
Comapany
August  16, NameImmix
            2021        Biopharma, Inc.
August
Page  2 16, 2021 Page 2
FirstName LastName
2.       After moving the pipeline table from page 2 to the Summary and
revising to make all text
         legible, please further revise the table to include separate columns
for each of the
         preclinical phase and Phases 1, 2 and 3. Progress arrows should be
moved to clearly depict
         the progress of each candidate to date and should not encroach on
phases not
         commenced. The table on page 53 should also be revised accordingly.
Overview, page 4

3.       Please clarify in the Summary that you have generated no revenues to
date.
4.       Please clarify the meaning of scientific or technical terms the first
time they are used here
         and in the Business section or in close proximity thereto in order to
ensure that lay readers
         will understand the disclosure. For example, please briefly explain
what you mean by
         poly-kinase inhibitor, apoptosis inducer, hypoxia and acidosis, Treg
T-cells, CMC
         processes, moiety, tumorigenicity and high-therapeutic index drugs.
5.       We refer to your disclosure on page 4 that your SMARXT Tissue-Specific
Platform has
         produced drug candidates that have resulted in    relatable safety
profiles.    Please note that
         determinations of safety and efficacy are solely within the authority
of the FDA; therefore,
         please revise your prospectus to remove all references and/or
implications of safety and
         efficacy, including the reference cited above.
Our products will face significant competition..., page 25

6.       You disclose your key competitors with respect to your product
candidates in the Business
         section, such as on pages 62, 73 and 74. Please revise the above
referenced risk factor to
         provide more robust disclosure regarding the potential impact on the
company of
         these key competitors, including whether any are targeting the GLUT1
cancer biomarker
         and/or developing a poly-kinase inhibitor/apoptosis inducer.
Our Amended and Restated Bylaws to be effective upon completion of this
offering..., page 37

7.       We note your disclosure on page 38 that the forum selection provision
in your amended
         and restated bylaws may limit a stockholder   s ability to bring a
claim in a judicial forum
         that it finds favorable for disputes with you and may discourage such
lawsuits. Please
         revise this risk factor and your disclosure in the Business section to
disclose that there is
         also a risk that your forum selection provision may result in
increased costs for investors
         to bring a claim.
 Ilya Rachman
FirstName  LastNameIlya
Immix Biopharma,   Inc. Rachman
Comapany
August  16, NameImmix
            2021        Biopharma, Inc.
August
Page  3 16, 2021 Page 3
FirstName LastName
Industry and Market Data, page 41

8.       We note your statement cautioning investors not to give undue weight
to projections,
         assumptions and estimates in your prospectus and that you have not
independently
         verified the data contained in industry and general publications.
These statements may
         imply an inappropriate disclaimer of responsibility with respect to
third party information;
         therefore, please either remove the potential disclaiming language or
clearly state in this
         section that you are liable for such information.
Business, page 53

9.       Please include disclosure in the Business and the MD&A sections to
include the material
         terms of the master services agreement with AxioMx, Inc. We refer to
your disclosure on
         page F-16, but did not note any further references in the prospectus.
Please also file the
         master services agreement as an exhibit to the registration statement
as required by Item
         601(b)(10) of Regulation S-K or tell us why you believe you are not
required to do so.
10.      For each of the preclinical trials discussed in this section relating
to your IMX-110, IMX-
         111 and IMX-120 product candidates and your preclinical results
discussion starting on
         page 63, please revise to clarify the scope, size and design; the
primary and secondary
         endpoints of the studies, as applicable; whether the studies were
powered to show
         statistical significance; and whether any adverse side effects were
observed.
11.      We note that to your disclosure relating to the preclinical studies
for your IMX-110 and
         IMX-111 product candidates rely on a number of publications, such as
on pages 60-61,
         63, 66-67 and elsewhere in the prospectus. Please also clarify in this
section and in
         greater detail elsewhere to disclose, if true, whether you funded or
sponsored the clinical
         studies and if your employees were involved in both the studies and
publications.
IMX-110 Development Strategy, page 58

12.      Please remove the statement that you believe that potential
accelerated approvals for
         IMX-110 could be obtained with the completion of your Phase 2a trial
and also one year
         into your Phase 2b/3 clinical trial, as regulatory approvals are not
assured and the timing
         of potential approvals is not within the company's control.
IMX-110 Composition and Mechanism of Action, page 59

13.      We refer to your conclusion on page 61 that IMX-110   s synergistic
combination induces
         higher rates of tumor cell killing activity compared to conventional
doxorubicin. In
         addition to the text contained in Figure 13, please revise to include
a discussion of the
         scope, size and design of the head-to-head study in this section.
 Ilya Rachman
FirstName  LastNameIlya
Immix Biopharma,   Inc. Rachman
Comapany
August  16, NameImmix
            2021        Biopharma, Inc.
August
Page  4 16, 2021 Page 4
FirstName LastName
Manufacturing, page 73

14.      We note your disclosure here that in certain cases, the raw materials
used to manufacture
         your product candidates may be sourced from a single-source supplier.
Please expand
         your disclosure here and on page 19 to discuss your sources, the
availability of raw
         materials and the names of any principal suppliers. See Item
101(h)(4)(v) of Regulation
         S-K.
Intellectual Property, page 74

15.      We note your disclosure that your patent portfolio includes 4 U.S. and
11 foreign patents
         and patent applications. Please clarify the number of patents and
patent applications
         separately, specify whether each patent and patent application is
owned or licensed and
         identify the type of patent protection covering and the expiration
dates for each patent and
         patent application, as applicable.
IP License Agreement with Immix Biopharma Australia Pty Ltd., page 74

16.      Please revise your disclosure to discuss the nature and scope of the
intellectual property
         transferred under the IBAPL License Agreement and the duration of the
royalty term.
         Please also quantify any upfront fees, the aggregate amounts received
to date, and the
         aggregate amount of milestone payments to be paid under the agreement,
if any.
General

17.      We note that the registration statement contains many blank sections,
including
         information regarding the intended listing venue, authorized and
outstanding shares,
         related party transaction information, use of proceeds and the terms
of the company's
         warrants, convertibles notes, and registration rights agreement.
Please include the required
         disclosure for each of these items, and all material missing
information, in the next draft.
18.      Certain graphics in your prospectus, including Figures 6, 13, 16, 17,
19 and 20, contain
         text that are illegible and include descriptions of studies and
publications that are not
         otherwise included in the prospectus. Please revise and provide
further detail, as
         applicable.
19.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not you retained, or intend to retain,
copies of those
         communications.
 Ilya Rachman
FirstName  LastNameIlya
Immix Biopharma,   Inc. Rachman
Comapany
August  16, NameImmix
            2021        Biopharma, Inc.
August
Page  5 16, 2021 Page 5
FirstName LastName
       You may contact Gary Newberry at 202-551-3761 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:      Jeffrey Fessler, Esq.