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): ~~January 19~~March 10, 2023

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
of incorporation)	File Number)	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 5 7.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Disclosure

~~On January 19, 2023 (the “Effective Date”),~~ Nanomix Corporation (the “Company”) ~~appointed~~is aware ~~Chris~~of ~~Hetterly~~media asreports ~~chief financial officer~~ of the ~~Company,~~closure ~~effective~~of Silicon Valley Bank (“SVB”) ~~immediately.~~and ~~Mr.~~appointment ~~Hetterly~~of ~~does~~the ~~not~~Federal ~~have any family relationship with any director, executive~~Deposit ~~officer~~Insurance orCorporation ~~person~~as ~~nominated~~receiver. orThe ~~chosen~~Company byholds ustwo toaccounts ~~become~~at anSVB ~~executive~~each ~~officer.~~with ~~There~~a isbalance noequal ~~understanding~~to or ~~arrangement~~less ~~between~~than Mr$250,000. ~~Hetterly~~Therefore, ~~and~~the ~~any~~Company ~~other~~believes ~~person~~it ~~pursuant~~does tonot ~~which~~have ~~Mr.~~exposure ~~Hetterly~~to ~~was~~any ~~selected~~liquidity asconcern anat ~~executive officer~~SVB. ~~There are no transactions in which Mr. Hetterly has an interest requiring disclosure under Item 404(a) of Regulation S-K.~~

MrThe information contained in this Item 7.01 is being ~~Hetterly~~furnished ~~succeeds~~and ~~David~~shall ~~Ludvigson,~~not ~~who~~be ~~resigned~~deemed as“filed” ~~interim~~for ~~chief~~the ~~financial~~purposes ~~officer,~~of ~~effective~~Section as18 of the ~~Effective~~Securities ~~Date.~~Exchange ~~Mr.~~Act of 1934, as amended ~~Ludvigson~~(the ~~will~~“Exchange ~~continue~~Act”), toor ~~serve~~otherwise assubject ~~corporate~~to ~~secretary~~the liabilities of ~~the~~that ~~Company,~~section. aThe ~~member~~information ofin ~~the~~this ~~Company’s~~Item ~~board~~7.01 shall not be incorporated by reference into any filing under the Securities Act of ~~directors~~1933, ~~and~~as ~~will~~amended, ~~serve~~ or the Exchange Act, except as aexpressly set ~~senior~~forth ~~business~~by ~~advisor~~specific toreference ~~the~~in ~~Company~~such filing.

~~Mr. Hetterly previously served as the Chief Financial Officer of Octagos Health LLC, a healthcare Software~~Forward-~~as-a-Service~~Looking (“Saas”) company, from August 2021 to April 2022. He also previously served as the Interim Chief Financial Officer of Weekdays, Inc., a Childcare-as-a-Platform company, from April 2020 until September 2021, and as the Head of Technology Banking for East West Bank, a regional banking company, from July 2017 until December of 2019. Mr. Hetterly received his BA from the Honors Program at Brown University.Statements

~~On November~~The ~~15, 2022, the~~ Company ~~entered~~cautions ~~into~~you anthat ~~offer~~statements ~~letter~~included in ~~with~~this ~~Mr.~~report ~~Hetterly. The~~that ~~offer~~are ~~letter has~~not noa ~~specific~~description ~~term~~of ~~and~~historical ~~constitutes~~facts atare forward-~~will~~looking ~~employment~~statements. ~~His~~These ~~start~~forward-looking ~~date~~statements ~~was~~include statements ~~contingent~~regarding onany ~~the~~liquidity ~~satisfaction~~concern. ofThe ~~certain~~inclusion ~~conditions.~~of ~~Mr. Hetterly’s annual~~forward-looking ~~base~~statements ~~salary~~should ~~will~~not be ~~$270,000,~~regarded ~~and~~as ~~he is entitled to~~ a ~~discretionary~~representation ~~bonus~~by the ~~equal~~Company tothat upany toof ~~$80,000~~these ~~based~~results ~~on agreed objectives. The first-year bonus~~ will be ~~paid~~achieved. ~~based~~Actual onresults ~~achieving~~may adiffer ~~capital~~from ~~raise~~those ofset ~~$25~~forth ~~million~~in orthis ~~more~~report ~~within~~due ~~one~~to ~~year~~the ~~or a change of control. Subsequent~~risks ~~years’~~and ~~bonus~~uncertainties ~~targets~~associated ~~will~~with beliquidity ~~adjusted~~concerns, toas ~~operating~~well ~~plan metrics~~ as ~~agreed~~risks and ~~approved~~uncertainties byinherent in the Company’s ~~board~~business, ~~or compensation~~including ~~committee.~~those Indescribed ~~connection~~in ~~with his employment,~~ the Company’s ~~also~~other ~~agreed~~filings towith ~~grant~~the MrSecurities Exchange Commission. ~~Hetterly~~You ~~options~~are tocautioned ~~purchase~~not ~~500,000~~to ~~shares~~place ofundue ~~common~~reliance ~~stock~~on ~~(the~~these ~~“Options”)~~forward-looking statements, ~~subject~~which tospeak ~~formal~~only ~~approval~~as of the ~~board~~date ~~of directors~~hereof, ~~which~~and ~~took~~the ~~place~~Company onundertakes ~~December~~no ~~13,~~obligation ~~2022.~~to ~~The~~revise ~~Options~~or update ~~shall~~this ~~vest~~report asto ~~follows:~~reflect ~~12.5%~~events ~~upon~~or ~~the~~circumstances ~~six~~after ~~month anniversary of~~ the date ofhereof. ~~hire~~All ~~and~~forward-looking ~~1/42~~statements ~~monthly~~are ~~vesting~~qualified ~~thereafter~~in ~~for~~their ~~remainder~~entirety ofby ~~the~~this ~~vesting~~cautionary ~~term~~statement. ~~Mr. Hetterly~~This ~~will~~caution ~~participate~~is inmade under the ~~compensation~~safe ~~and~~harbor ~~benefit~~provisions ~~programs~~of ~~generally~~Section ~~available~~21E toof the ~~Company’s~~Private Securities Litigation Reform ~~executive~~Act ~~officers~~of 1995.

A copy of the offer letter is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The above summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached agreement.SIGNATURES

~~On January~~Pursuant ~~25,~~to ~~2023,~~ the ~~Company~~requirements ~~issued~~of the aSecurities ~~press~~Exchange ~~release~~Act ~~announcing the appointment~~ of ~~Mr.~~1934, ~~Hetterly.~~the ~~The~~registrant ~~press~~has ~~release~~duly iscaused ~~attached~~this asreport ~~Exhibit 99.1~~ to ~~this~~be ~~report~~signed on ~~Form 8-K~~its ~~and~~behalf isby ~~incorporated~~the ~~herein~~undersigned byhereunto duly ~~reference~~authorized.

Item 9.01 Financial Statements and Exhibits.

	NANOMIX CORPORATION

	By:	/s/ Chris Hetterly
	Name:	Chris Hetterly
	Title:	Chief Financial Officer

Date: March 10, 2023

(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)

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SIGNATURES

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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