Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
January 11, 2022, Nanomix Corporation (the “Company”), filed a Certificate of Amendment to its Certificate of Incorporation,
as amended, with the Delaware Secretary of State (the “Amendment”) to effect a reverse split of the Company’s outstanding
shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-173 (the “Reverse Stock Split”).
Pursuant
to the Amendment, every one-hundred and seventy three (173) shares of the Company’s Common Stock issued and outstanding or
held in treasury (if any) immediately prior to the effectiveness of Amendment shall be automatically reclassified as and combined, without
further action, into one (1) validly issued, fully paid and nonassessable share of Common Stock. No fractional shares will be issued
in connection with the Reverse Stock Split; but rather, the Company will issue one whole share of the post-Reverse Stock Split Common
Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
As required by Rule 10b-17 under the Securities
Exchange Act of 1934, as amended, and the rules and procedures of FINRA, the Company had previously notified Financial Regulatory
Authority, Inc. (“FINRA”) of the proposed Reverse Stock Split on November 16, 2021. Thereafter, on January
10, 2022, FINRA notified the Company that it should provide a certified copy of the Amendment to FINRA. Accordingly, as described above,
the Company filed the Amendment on January 11, 2022 and promptly provided a certified copy of the Amendment to FINRA.
On
March 1, 2022, FINRA notified the Company that the Company’s common stock will open for trading on Tuesday, March 2, 2022 on a post-split
basis under the temporary trading symbol “NNMXD”. The trading symbol will revert to “NNXM”
after 20 business days. Trading of the Company’s common stock will continue
on a split-adjusted basis under a new CUSIP number. Based on the number of shares outstanding on March 1, 2022, the reverse stock split
reduced the number of shares of the Company’s common stock outstanding from approximately 917 million pre-reverse split shares to
approximately 5.3 million post-reverse split.
As previously
disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021, as consideration for the merger with
Nanomix, Inc. (“Nanomix”), the Company issued to the shareholders of Nanomix 1,000,000 shares of a newly created Series C
preferred stock of the Company (the “Preferred Stock”). As a result of the Reverse Stock Split, all such shares of Preferred
Stock issued to the Nanomix shareholders shall automatically convert into approximately 35,644,997 shares of common stock of the Company,
the warrants assumed at closing or the merger may be exercisable into approximately 2,124,687 shares of common stock of the Company and
the options and restricted stock units assumed at closing of the merger may be exercisable into approximately 5,718,838 shares of common
stock of the Company.
In addition,
as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2021, the Company previously
entered into service agreements with various consultants and advisors pursuant to which it issued 963,964 shares of Series B preferred
stock. Each outstanding share of the Series B preferred stock shall automatically convert into 1,000 shares of the Company’s common
stock as a result of the Reverse Stock Split.
As a result of the foregoing conversions, the
Company will have approximately 54,636,058 shares of common stock issued and outstanding.
The press release announcing the reverse stock
split is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated
into this report by reference.