Item 3.02 Unregistered Sales of Equity Securities

On October 21, 2022, Nanomix Corporation (the "Company") entered into a subscription agreement with Mike Wickham, Managing Director of Woodley Equipment Company Ltd. ("Woodley") pursuant to which he purchased 213,000 shares of the Company's common stock (the "Shares") for an aggregate purchase price of $250,000. The transactions contemplated by the subscription agreement closed on October 25, 2022.

The Shares were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Woodley is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

The foregoing description of the subscription agreement described above does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.




Item 8.01 Other Events

On 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.

Item 9.01 Financial Statements and Exhibits.





(d) 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)




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