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 July 22, 2022 (the “Effective Date”), Nanomix Corporation (the “Company”) appointed Thomas Schlumpberger as chief executive officer and a director of the Company, effective immediately. Mr. Schlumpberger does not have any family relationship with any director, executive officer or person nominated or chosen by us to become an executive officer or director. There is no understanding or arrangement between Mr. Schlumpberger and any other person pursuant to which Mr. Schlumpberger was selected as an executive officer. There are no transactions in which Mr. Schlumpberger has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Schlumpberger succeeds David Ludvigson, who resigned as chief executive officer but was appointed as interim chief financial officer of the Company, both effective as of the Effective Date,. Mr. Ludvigson will also continue to serve as a member of the Company’s board of directors and will serve as a senior business advisor to the Company.

On July 21, 2022, the Company entered into an offer letter with Mr. Schlumpberger The offer letter has no specific term and constitutes at-will employment. Mr. Schlumpberger’s annual base salary will be $350,000, and he is entitled to a discretionary bonus equal to up to 30% of his then current salary 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 transaction. In connection with his employment, the Company also agreed to grant Mr. Schlumpberger options to purchase 1,000,000 shares of common stock (the “Options”) and restricted stock units for 200,000 shares of common stock (the “RSUs” and together with the Options, the “Equity Awards”), subject to formal approval of the board of directors. The Options shall vest as follows: 12.5% upon the six month anniversary of the date of hire and 1/48 monthly vesting thereafter for remainder of the vesting term. The RSUs shall vest as follows: 1/3 of each of the six month anniversary, one year anniversary and two year anniversary of the hiring date. Mr. Schlumpberger will participate in the compensation and benefit programs generally available to the Company’s executive officers. In addition, upon a change of control of the Company (which will be defined at a later date), any unvested Equity Awards shall vest in full.

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 July 26, 2022, the Company issued a press release announcing the appointment of Mr. Schlumpberger. The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.