NNMX Nanomix Corporation (CE)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2023 (the “Effective Date”), Nanomix Corporation (the “Company”) appointed Chris Hetterly as chief financial officer of the Company, effective immediately. Mr. Hetterly does not have any family relationship with any director, executive officer or person nominated or chosen by us to become an executive officer. There is no understanding or arrangement between Mr. Hetterly and any other person pursuant to which Mr. Hetterly was selected as an executive officer. There are no transactions in which Mr. Hetterly has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Hetterly succeeds David Ludvigson, who resigned as interim chief financial officer, effective as of the Effective Date. Mr. Ludvigson will continue to serve as corporate secretary of the Company, a member of the Company’s board of directors and will serve as a senior business advisor to the Company.

Mr. Hetterly previously served as the Chief Financial Officer of Octagos Health LLC, a healthcare Software-as-a-Service (“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.

On November 15, 2022, the Company entered into an offer letter with Mr. Hetterly. The 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.

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.

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