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~~January 2119, ~~2022~~2023

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

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

☐ 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 3 5.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January ~~October 21~~19, ~~2022~~2023 (the “Effective Date”), Nanomix Corporation (the “Company”) ~~entered~~ ~~into~~appointed aChris ~~subscription~~Hetterly ~~agreement~~as ~~with~~chief financial ~~Mike~~officer ~~Wickham~~of the Company, ~~Managing~~effective ~~Director~~immediately. ofMr. ~~Woodley~~Hetterly ~~Equipment~~does ~~Company~~not ~~Ltd.~~have ~~(“Woodley”)~~any ~~pursuant to~~family ~~which~~relationship hewith ~~purchased~~any ~~213~~director,~~000~~ ~~shares~~executive officer ofor ~~the~~person ~~Company’s~~nominated ~~common~~or ~~stock~~chosen ~~(the~~by ~~“Shares”)~~us ~~for~~to become an ~~aggregate~~executive ~~purchase~~officer. ~~price~~There ofis no understanding or arrangement between Mr. Hetterly ~~$250,000~~and any other person pursuant to which Mr. ~~The~~Hetterly was selected as an executive officer. There are no transactions ~~contemplated~~in bywhich ~~the~~Mr. ~~subscription~~Hetterly has ~~agreement~~an ~~closed~~interest onrequiring ~~October~~disclosure ~~25,~~under ~~2022~~Item 404(a) of Regulation S-K.

~~The Shares were not registered under the Securities~~Mr. ~~Act~~Hetterly orsucceeds ~~the~~David ~~securities laws of any state~~Ludvigson, ~~and~~who ~~were~~resigned ~~offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act of 1933,~~ as ~~amended~~interim ~~(the~~chief ~~“Securities~~financial ~~Act”) and Regulation D promulgated thereunder and corresponding provisions of state securities laws~~officer, ~~which~~effective ~~exempt transactions by an issuer not involving any public offering. Woodley is an “accredited investor”~~ as ~~such~~of ~~term is defined in Regulation D promulgated under~~ the ~~Securities~~Effective ~~Act~~Date. ~~This Current Report shall not constitute~~Mr. anLudvigson ~~offer~~will continue to ~~sell~~serve oras ~~the~~corporate ~~solicitation~~secretary of anthe ~~offer to buy~~Company, ~~nor~~a ~~shall~~member ~~such~~of ~~securities be offered or sold in~~ the ~~United~~Company’s ~~States~~board ~~absent~~of ~~registration or~~directors ~~an applicable exemption from the registration requirements~~ and ~~certificates~~will ~~evidencing~~serve as ~~such~~a ~~shares~~senior ~~contain~~business aadvisor ~~legend~~to ~~stating~~ the ~~same~~Company.

~~The~~Mr. ~~foregoing~~Hetterly ~~description~~previously ofserved as the ~~subscription~~Chief Financial ~~agreement~~Officer ~~described~~of ~~above~~Octagos ~~does~~Health ~~not~~LLC, ~~purport~~a healthcare Software-as-a-Service (“Saas”) company, from August 2021 to beApril a2022. ~~complete~~He ~~description~~also previously ofserved as the ~~rights~~Interim ~~and~~Chief ~~obligations~~Financial Officer of ~~the~~Weekdays, ~~parties~~Inc., ~~thereunder~~a ~~and~~Childcare-as-a-Platform ~~is qualified~~company, infrom ~~its~~April ~~entirety~~2020 byuntil ~~reference~~September 2021, toand as the ~~full~~Head ~~text~~ of ~~such~~Technology ~~agreement~~Banking for East West Bank, a ~~copy~~regional ofbanking ~~which~~company, isfrom ~~attached~~July ~~hereto~~2017 asuntil ~~Exhibits~~December 10of 2019.1 ~~and is~~Mr. ~~incorporated~~Hetterly ~~herein~~received byhis ~~reference~~BA from the Honors Program at Brown University.

~~Item~~On November 815, 2022, the Company entered into an offer letter with Mr.01 ~~Other~~Hetterly. The ~~Events~~offer letter has no specific term and constitutes at-will employment. His start date was contingent on the satisfaction of certain conditions. Mr. Hetterly’s annual base salary will be $270,000, and he is entitled to a discretionary bonus equal to up to $80,000 based on agreed objectives. The first-year bonus will be paid based on achieving a capital raise of $25 million or more within one year or a change of control. Subsequent years’ bonus targets will be adjusted to operating plan metrics as agreed and approved by the Company’s board or compensation committee. In connection with his employment, the Company also agreed to grant Mr. Hetterly options to purchase 500,000 shares of common stock (the “Options”), subject to formal approval of the board of directors, which took place on December 13, 2022. The Options shall vest as follows: 12.5% upon the six month anniversary of the date of hire and 1/42 monthly vesting thereafter for remainder of the vesting term. Mr. Hetterly will participate in the compensation and benefit programs generally available to the Company’s executive officers.

OnA copy ~~November~~of ~~9, 2022,~~ the ~~Company~~offer ~~issued~~letter ais ~~press release~~attached ~~announcing~~hereto ~~that~~as itExhibit ~~had entered into a veterinary distribution agreement for its eLab System with Woodley~~10.1 ~~Under~~to ~~the~~this ~~agreement, Woodley~~Form ~~will~~8-K ~~engage in development~~ and ~~distribution~~is ~~activities~~incorporated ~~focused~~herein onby ~~the~~reference. ~~veterinary~~The ~~market~~above ~~for regions outside~~ summary of the ~~United~~offer ~~States including~~letter ~~the~~does ~~existing~~not ~~portfolio~~purport ofto ~~the~~be ~~eLab~~complete ~~system~~ and ~~the S1 critical infection panel. A copy of the press release~~ is ~~attached~~subject ~~as Exhibit 99.1~~ to ~~this~~and ~~report~~qualified ~~and~~in isits ~~incorporated~~entirety by reference ~~into~~to ~~this~~the ~~Item~~attached 8agreement.~~01.~~

~~Item 9~~On January 25, 2023, the Company issued a press release announcing the appointment of Mr.01 Hetterly. The press release is attached as Exhibit ~~Financial~~99.1 ~~Statements~~to this report on Form 8-K and ~~Exhibits~~is incorporated herein by reference.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

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)

(d) Exhibits.

Exhibit No.		Description
10.1		Offer Letter for Chris Hetterly, dated November 15, 2022
99.1		Press Release, dated January 25, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~- 1 -

~~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.~~SIGNATURES

	NANOMIX CORPORATION
	By:	/s/ David Ludvigson
	Name:	David Ludvigson
	Title:	Chief Financial Officer
Date: November 10, 2022

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/ Thomas Schlumpberger
	Name:	Thomas Schlumpberger
	Title:	Chief Executive Officer

Date: January 25, 2023

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