UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October ~~August 31~~21, 2022

NANOMIX CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	000-54586	27-0801073
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)

2121 Williams Street, San Leandro, CA 94577

(Address of principal executive offices)

(510) 428-5300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.02 ~~Departure of~~Unregistered ~~Directors~~Sales ~~or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Securities

On ~~August~~October 3121, 2022, Nanomix Corporation (the “Company”) entered ~~appointed~~into ~~Tadd S. Lazarus, M.D. as~~ a ~~director~~subscription ofagreement ~~the Company, effective immediately. Dr. Lazarus does not have any family relationship~~ with ~~any~~Mike ~~director~~Wickham, ~~executive~~Managing ~~officer~~Director orof ~~person~~Woodley ~~nominated~~Equipment orCompany ~~chosen~~Ltd. by(“Woodley”) us pursuant to ~~become an~~which ~~executive~~he ~~officer.~~purchased ~~There~~213,000 isshares noof ~~understanding~~the orCompany’s ~~arrangement~~common ~~between~~stock ~~Dr.~~(the ~~Lazarus~~“Shares”) ~~and~~for ~~any~~an ~~other~~aggregate ~~person~~purchase ~~pursuant~~price ~~to which Dr. Lazarus~~of ~~was selected as a director~~$250,000. ~~There~~The ~~are no~~ transactions incontemplated ~~which~~by ~~Dr.~~the ~~Lazarus~~subscription ~~has~~agreement anclosed ~~interest~~on ~~requiring~~October ~~disclosure~~25, ~~under Item 404(a) of Regulation S-K~~2022.

~~Dr.~~The ~~Lazarus~~Shares ~~has led~~were ~~multiple~~not ~~organizations~~registered asunder ~~Chief~~the ~~Medical Officer encompassing biochemistry, medical diagnostics, and patient services arenas. From~~Securities ~~2019~~Act toor ~~present, he is~~ the ~~Chief~~securities ~~Medical~~laws ~~Officer~~ of ~~Inivata~~any ~~Inc~~state, and ~~since~~were ~~June~~offered ofand ~~2022~~sold hein ~~also~~reliance ~~serves~~on asthe ~~Chief~~exemption ~~Medical~~from ~~Officer~~registration ofafforded ~~Achieve~~by Section ~~Health~~4(a)(2) ~~Management.~~under ~~From~~the ~~2017~~Securities toAct ~~2019~~of he1933, ~~was~~as ~~Chief~~amended ~~Medical~~(the ~~Officer~~“Securities ~~of,~~Act”) ~~Clinical~~and ~~Genomics.~~Regulation HeD ~~served~~promulgated asthereunder ~~Chief Medical Officer~~ and ~~Head~~corresponding provisions of ~~Medical~~state &securities ~~Scientific Affairs~~laws, ~~Reimbursement,~~which ~~and~~exempt ~~Public~~transactions ~~Policy~~by atan ~~Qiagen~~issuer ~~from~~not ~~2013~~involving ~~through~~any ~~2016~~public offering. InWoodley ~~2010,~~is ~~Lazarus~~an ~~was at Gen-Probe~~“accredited ~~Inc.,~~investor” ~~(now Hologic),~~ as ~~Chief~~such ~~Medical~~term ~~Officer~~is ~~and~~defined VPin ofRegulation ~~Clinical~~D ~~Affairs.~~promulgated ~~Lazarus~~under ~~began~~the ~~his~~Securities ~~career~~Act. ~~and~~This ~~served~~Current ~~for~~Report ~~more~~shall ~~than~~not ~~20 years~~constitute atan ~~Roche~~offer ~~Diagnostics,~~to ~~where~~sell heor ~~held~~the ~~positions~~solicitation ~~including Director~~ of ~~Medical~~an ~~and~~offer ~~Scientific~~to ~~Affairs and North American Medical Director for the molecular diagnostics~~buy, ~~POC,~~nor ~~diabetes,~~shall ~~clinical~~such ~~chemistry,~~securities ~~and~~be ~~immunology~~offered ~~lines~~or ofsold ~~business.~~in ~~Dr.~~the ~~Lazarus~~United ~~received~~States aabsent ~~Bachelor of~~registration ~~Science~~or inan ~~Biology~~applicable &exemption ~~Physiology~~ from ~~Marlboro~~the ~~College~~registration requirements and ~~earned~~certificates ~~his~~evidencing ~~Medical~~such ~~Degree~~shares ~~from~~contain ~~Ross~~a ~~University~~legend ~~School~~stating ofthe ~~Medicine~~same.

OnThe ~~August~~foregoing ~~31,~~description ~~2022,~~ of the ~~Company~~subscription agreement ~~issued~~described above does not purport to be a ~~press~~complete ~~release~~description ~~announcing~~of the ~~appointment~~rights ofand ~~Dr.~~obligations ~~Lazarus.~~of ~~The~~the ~~press~~parties ~~release~~thereunder and is qualified ~~attached~~in asits ~~Exhibit 99.1~~entirety by reference to ~~this report~~the onfull ~~Form 8-K~~text ~~and~~of such agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.

Item 98.01 ~~Financial~~ ~~Statements~~Other ~~and Exhibits.~~Events

~~(d)~~On ~~Exhibits~~November 9, 2022, the Company issued a press release announcing that it had entered into a veterinary distribution agreement for its eLab System with Woodley. Under the agreement, Woodley will engage in development and distribution activities focused on the veterinary market for regions outside of the United States including the existing portfolio of the eLab system and the S1 critical infection panel. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Exhibit No.		Description
99.1		Press Release, dated August 31, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits.

~~-1-~~(d) Exhibits.

SIGNATURES

Exhibit No.		Description
10.1		Subscription Agreement, dated October 21, 2022, by and between the Company and the Investor
99.1		Press Release, dated November 9, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~1

	NANOMIX CORPORATION
	By:	/s/ David Ludvigson
	Name:	David Ludvigson
	Title:	Chief Financial Officer
Date: September 9, 2022

SIGNATURES

~~-2-~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NANOMIX CORPORATION

	By:	/s/ David Ludvigson
	Name:	David Ludvigson
	Title:	Chief Financial Officer

Date: November 10, 2022

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