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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Offer Letter for Chris Hetterly, dated November 15, 2022
99.1 Press Release, dated January 25, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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