SEC Form SC 13D filed by Immix Biopharma Inc.
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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1.
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Name of Reporting Person
Yekaterina Chudnovsky
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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Not Applicable
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
3,255,734(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,255,734 (1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,734
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class Represented by Amount in Row (11)
19.99%(2)
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14.
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Type of Reporting Person
IN
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(1)
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Includes (i) 3,241,076 shares of Common Stock, (ii) 10,213 shares of Common Stock underlying Pre-Funded Warrants (as defined below) exercisable within 60 days, (iii) 1,111 shares of Common Stock underlying options granted to Ms.
Chudnovsky as a member of the board of directors of the Issuer that will vest within 60 days, and (iv) 3,334 shares of Common Stock underlying options granted to Ms. Chudnovsky as a member of the board of directors of the Issuer that will
vest within 60 days. Not included are 1,903,448 shares of Common Stock underlying Pre-Funded Warrants that are not presently convertible into Common Stock due to a 19.99% beneficial ownership limitation.
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(2)
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Percentage ownership is based on 16,286,818 shares of Common Stock of the Issuer outstanding as of August 11, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q (File No. 001-41159) filed with the Securities and Exchange
Commission (the “SEC”) on August 11, 2023 (the “Form 10-Q”).
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1.
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Name of Reporting Person
GKCC, LLC
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
Not Applicable
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,255,734(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,255,734 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,734
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
19.99%(2)
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14.
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Type of Reporting Person
PN
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(1)
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Includes (i) 3,241,076 shares of Common Stock and (ii) 14,658 shares of Common Stock underlying Pre-Funded Warrants (as defined below) exercisable within 60 days. Not included are 1,899,003 shares of Common Stock underlying Pre-Funded
Warrants that are not presently convertible into Common Stock due to a 19.99% beneficial ownership limitation. The shares are held of record by GKCC, LLC. Yekaterina Chudnovsky has sole voting and investment control over the shares held by
GKCC, LLC and may be deemed to beneficially own such shares. Yekaterina Chudnovsky does not directly own any securities of the Issuer.
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(2)
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Percentage ownership is based on 16,286,818 shares of Common Stock of the Issuer outstanding as of August 11, 2023, as reported in the Form 10-Q.
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Exhibit No.
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Name
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1.
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Securities Purchase Agreement, dated August 21, 2023, by and between the Issuer and the Reporting Persons incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed on August 22, 2023)
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Yekaterina Chudnovsky
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/s/ Yekaterina Chudnovsky
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Name: Yekaterina Chudnovsky
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