Sec Form 4 Filing - GRUENER GARRETT @ NANOMIX Corp - 2022-04-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GRUENER GARRETT
2. Issuer Name and Ticker or Trading Symbol
NANOMIX Corp [ NNMX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NANOMIX CORP., 2121 WILLIAMS STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2022
(Street)
SAN LEANDRO, CA94577
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/09/2022 P 2,620 A $ 0.25 25,178,958 D
Common Stock 12/09/2022 P 7,380 A $ 0.25 25,186,338 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Promissory Note $ 1.174 04/08/2022 P( 1 ) 04/08/2022 04/08/2024 Common Stock 378,573 $ 444,444 $ 2,492,666 D
Common Stock Purchase Warrants $ 1.174 04/08/2022 P( 1 ) 568,974( 1 ) 04/08/2022 06/25/2027 Common Stock 568,974 ( 1 ) 3,708,389 D
Senior Secured Convertible Promissory Note $ 1.174 04/26/2022 P( 2 ) 04/26/2022 04/26/2024 Common Stock 141,965 $ 166,667 $ 2,659,333 D
Common Stock Purchase Warrants $ 1.174 04/26/2022 P( 2 ) 213,366( 2 ) 04/26/2022 02/28/2027 Common Stock 213,366 ( 2 ) 3,921,755 D
Senior Secured Convertible Promissory Note $ 1.174 05/13/2022 P( 3 ) 05/13/2022 05/13/2024 Common Stock 141,965 $ 166,667 $ 2,826,000 D
Common Stock Purchase Warrants $ 1.174 05/13/2022 P( 3 ) 213,366( 3 ) 05/13/2022 05/13/2027 Common Stock 213,366 ( 3 ) 4,135,121 D
Senior Secured Convertible Promissory Note $ 1.174 05/19/2022 P( 4 ) 05/19/2022 05/19/2024 Common Stock 14,196 $ 16,667 $ 2,842,666 D
Common Stock Purchase Warrants $ 1.174 05/19/2022 P( 4 ) 21,337( 4 ) 05/19/2022 05/19/2027 Common Stock 21,337 ( 4 ) 4,156,458 D
Senior Secured Convertible Promissory Note $ 1.174 05/25/2022 P( 5 ) 05/25/2022 05/25/2024 Common Stock 179,822 $ 211,111 $ 3,053,778 D
Common Stock Purchase Warrants $ 1.174 05/25/2022 P( 5 ) 270,263( 5 ) 05/25/2022 05/25/2027 Common Stock 270,263 ( 5 ) 4,426,721 D
Senior Secured Convertible Promissory Note $ 1.174 06/10/2022 P( 6 ) 06/10/2022 06/10/2024 Common Stock 146,697 $ 172,222 $ 3,226,000 D
Common Stock Purchase Warrants $ 1.174 06/10/2022 P( 6 ) 220,478( 6 ) 06/10/2022 06/10/2027 Common Stock 220,478 ( 6 ) 4,647,199 D
Senior Secured Convertible Promissory Note $ 1.174 06/22/2022 P( 7 ) 06/22/2022 06/22/2024 Common Stock 165,636 $ 194,444 $ 3,420,444 D
Common Stock Purchase Warrants $ 1.174 06/22/2022 P( 7 ) 248,927( 7 ) 06/22/2022 06/22/2027 Common Stock 248,927 ( 7 ) 4,896,126 D
Senior Secured Convertible Promissory Note $ 1.174 07/13/2022 P( 8 ) 07/13/2022 07/13/2024 Common Stock 165,636 $ 194,444 $ 3,614,889 D
Common Stock Purchase Warrants $ 1.174 07/13/2022 P( 8 ) 248,927( 8 ) 07/13/2022 07/13/2027 Common Stock 248,927 ( 8 ) 5,145,053 D
Senior Secured Convertible Promissory Note $ 1.174 07/27/2022 P( 9 ) 07/27/2022 07/27/2024 Common Stock 479,216 $ 555,556 $ 4,170,444 D
Common Stock Purchase Warrants $ 1.174 07/27/2022 P( 9 ) 711,218( 9 ) 07/27/2022 07/27/2027 Common Stock 711,218 ( 9 ) 5,856,271 D
Senior Secured Convertible Promissory Note $ 1.174 08/23/2022 P( 10 ) 08/23/2022 08/23/2024 Common Stock 479,216 $ 555,556 $ 4,726,000 D
Common Stock Purchase Warrants $ 1.174 08/23/2022 P( 10 ) 711,218( 10 ) 08/23/2022 05/23/2027 Common Stock 711,218 ( 10 ) 6,567,489 D
Senior Secured Convertible Promissory Note $ 1.174 09/09/2022 P( 11 ) 09/09/2022 09/09/2024 Common Stock 236,608 $ 277,778 $ 5,003,778 D
Common Stock Purchase Warrants $ 1.174 09/09/2022 P( 11 ) 355,609( 11 ) 09/09/2022 09/09/2027 Common Stock 355,609 ( 11 ) 6,923,098 D
Senior Secured Convertible Promissory Note $ 1.174 10/11/2022 P( 12 ) 10/11/2022 10/11/2024 Common Stock 236,608 $ 277,778 $ 5,281,555 D
Common Stock Purchase Warrants $ 1.174 10/11/2022 P( 12 ) 355,609( 12 ) 10/11/2022 10/11/2027 Common Sto ck 355,609 ( 12 ) 7,278,707 D
Senior Secured Convertible Promissory Note $ 1.174 11/10/2022 P( 13 ) 11/10/2022 11/10/2024 Common Stock 236,608 $ 277,778 $ 5,559,333 D
Common Stock Purchase Warrants $ 1.174 11/10/2022 P( 13 ) 355,610( 13 ) 11/10/2022 11/10/2027 Common Stock 355,610 ( 13 ) 7,634,317 D
Senior Secured Convertible Promissory Note $ 1.174 11/28/2022 P( 14 ) 11/28/2022 11/28/2024 Common Stock 141,965 $ 166,667 $ 5,726,000 D
Common Stock Purchase Warrants $ 1.174 11/28/2022 P( 14 ) 213,366( 14 ) 11/28/2022 11/28/2027 Common Stock 213,366 ( 14 ) 7,847,683 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRUENER GARRETT
C/O NANOMIX CORP., 2121 WILLIAMS STREET
SAN LEANDRO, CA94577
X X
Signatures
/s/ Garrett Gruener 12/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 8, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $444,444 (the "4/8 Note") and (ii) a warrant to purchase 568,974 shares of the Issuer's common stock (the "4/8 Warrant") for an aggregate purchase price of $400,000. The 4/8 Note matures on April 8, 2024 unless earlier converted or extended as set forth in the 4/8 Note. The 4/8 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 4/8 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 2 )On April 26, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $166,667 (the "4/26 Note") and (ii) a warrant to purchase 213,366 shares of the Issuer's common stock (the "4/26 Warrant") for an aggregate purchase price of $150,000. The 4/26 Note matures on April 26, 2024 unless earlier converted or extended as set forth in the 4/26 Note. The 4/26 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 4/26 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 3 )On May 13, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $166,667 (the "5/13 Note") and (ii) a warrant to purchase 213,366 shares of the Issuer's common stock (the "5/13 Warrant") for an aggregate purchase price of $150,000. The 5/13 Note matures on May 13, 2024 unless earlier converted or extended as set forth in the 5/13 Note. The 5/13 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 5/13 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 4 )On May 19, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $16,667 (the "5/19 Note") and (ii) a warrant to purchase 21,337 shares of the Issuer's common stock (the "5/19 Warrant") for an aggregate purchase price of $15,000. The 5/19 Note matures on May 19, 2024 unless earlier converted or extended as set forth in the 5/19 Note. The 5/19 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 5/19 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 5 )On May 25, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $211,111 (the "5/25 Note") and (ii) a warrant to purchase 270,263 shares of the Issuer's common stock (the "5/25 Warrant") for an aggregate purchase price of $190,000. The 5/25 Note matures on May 25, 2024 unless earlier converted or extended as set forth in the 5/25 Note. The 5/25 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 5/25 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 6 )On June 10, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $172,222 (the "6/10 Note") and (ii) a warrant to purchase 220,478 shares of the Issuer's common stock (the "6/10 Warrant") for an aggregate purchase price of $155,000. The 6/10 Note matures on June 10, 2024 unless earlier converted or extended as set forth in the 6/10 Note. The 6/10 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 6/10Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 7 )On June 22, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $194,444 (the "6/22 Note") and (ii) a warrant to purchase 248,927 shares of the Issuer's common stock (the "6/22 Warrant") for an aggregate purchase price of $175,000. The 6/22 Note matures on June 22, 2024 unless earlier converted or extended as set forth in the 6/22 Note. The 6/22 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 6/22 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 8 )On July 13, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $194,444 (the "7/13 Note") and (ii) a warrant to purchase 248,927 shares of the Issuer's common stock (the "7/13 Warrant") for an aggregate purchase price of $175,000. The 7/13 Note matures on July 13, 2024 unless earlier converted or extended as set forth in the 7/13 Note. The 7/13 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 7/13 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 9 )On July 27, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $555,556 (the "7/27 Note") and (ii) a warrant to purchase 711,218 shares of the Issuer's common stock (the "7/27 Warrant") for an aggregate purchase price of $500,000. The 7/27 Note matures on July 27, 2024 unless earlier converted or extended as set forth in the 7/27 Note. The 7/27 Note is conver tible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 7/27 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 10 )On August 23, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $555,556 (the "8/23 Note") and (ii) a warrant to purchase 711,218 shares of the Issuer's common stock (the "8/23 Warrant") for an aggregate purchase price of $500,000. The 8/23 Note matures on August 23, 2024 unless earlier converted or extended as set forth in the 8/23 Note. The 8/23 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 8/23 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 11 )On September 9, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $277,778 (the "9/9 Note") and (ii) a warrant to purchase 355,609 shares of the Issuer's common stock (the "9/9 Warrant") for an aggregate purchase price of $250,000. The 9/9 Note matures on September 9, 2024 unless earlier converted or extended as set forth in the 9/9 Note. The 9/9 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 9/9 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 12 )On October 11, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $277,778 (the "10/11 Note") and (ii) a warrant to purchase 355,609 shares of the Issuer's common stock (the "10/11 Warrant") for an aggregate purchase price of $250,000. The 10/11 Note matures on October 11, 2024 unless earlier converted or extended as set forth in the 10/11 Note. The 10/11 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 10/11 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 13 )On November 10, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $277,778 (the "11/10 Note") and (ii) a warrant to purchase 355,610 shares of the Issuer's common stock (the "11/10 Warrant") for an aggregate purchase price of $250,000. The 11/10 Note matures on November 10, 2024 unless earlier converted or extended as set forth in the 11/10 Note. The 11/10 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 11/10 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.
( 14 )On November 28, 2022, the Reporting Person was issued (i) a senior secured convertible note of the Issuer for an aggregate principal amount of $166,667 (the "11/28 Note") and (ii) a warrant to purchase 213,366 shares of the Issuer's common stock (the "11/28 Warrant") for an aggregate purchase price of $150,000. The 11/28 Note matures on November 28, 2024 unless earlier converted or extended as set forth in the 11/28 Note. The 11/28 Note is convertible at any time, at the holder's option, into shares of the Issuer's common stock at the Conversion Price. The 11/28 Warrant is exercisable at any time, at the holder's option, into shares of the Issuer's common stock at the Exercise Price. At any time during the continuance of any Event of Default, the Conversion Price in effect shall, at the option of the Reporting Person, be equal to the Alternative Conversion Price.

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