UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 9
Nano Magic Holdings Inc. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
63010N 105 |
(CUSIP Number) |
Ronald J. Berman |
31601 Research Park Dr. Madison Heights MI 48071 |
844-273-6462 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
March 2, 2021 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Cusip No. 63010N 105 | 13D |
Cusip No. 63010N 105 | 13D |
Cusip No. 63010N 105 | 13D |
Cusip No. 63010N 105 | 13D |
Cusip No. 63010N 105 | 13D |
Cusip No. 63010N 105 | 13D |
Item 1. Security and Issuer.
Common Stock of Nano Magic Inc.
31601 Research Park Drive, Madison Heights, MI 48071
Item 2. Identity and Background.
(a) | Ronald J. Berman | Tom J. Berman |
PEN Comeback, LLC PEN Comeback 2, LLC Magic Growth, LLC Magic Growth 2 LLC |
||
(b) | 31601 Research Park Drive, Madison Heights, MI 48071 | 31601 Research Park Drive, Madison Heights, MI 48071 | 31601 Research Park Drive, Madison Heights, MI 48071 | ||
(c) | Solo practitioner of law at 800 Village Square Crossing, Palm Beach Gardens, FL 33410. | CEO and President of the issuer. | Investing in securities of the issuer. | ||
(d) | None | None | None | ||
(e) | No | No | No | ||
(f) | USA | USA | Michigan, USA |
Item 3. Source or Amount of Funds or Other Consideration.
Ronald J. Berman and Tom J. Berman have each been awarded compensatory options, and have used personal funds to acquire securities to the extent of their economic interest.
PEN Comeback, LLC and PEN Comeback 2, LLC received funds from other investors in addition to investment by Ronald J. Berman and Tom J. Berman. Magic Growth, LLC and Magic Growth 2 LLC received funds from other investors.
Item 4. Purpose of Transaction.
Investment. Other than as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in:
(a) | the acquisition by any person of additional securities of the issuer, or the disposition of securities of the Issuer, except that Magic Growth 2 LLC may invest additional funds in the issuer (which will, if that occurs, be reported in an amended filing); |
(b) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
(c) | a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; |
(d) | any change in the present board of directors or management of the issuer; |
(e) | any material change in the present capitalization or dividend policy of the issuer; |
(f) | any other material change in the Issuer’s business or corporate structure; |
(g) | changes in the issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
(h) | causing a class of securities of the issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
(i) | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or |
(j) | any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
(a)
Reporting Person | Total Beneficial Ownership | Percent fully diluted | Right to acquire (now or in 60 days) | Percent, fully diluted | ||||||||||||
Ronald J. Berman | 11,818,306 | 71.7 | 5,811,184 | 35.3 | ||||||||||||
Tom J. Berman | 11,969,548 | 72.7 | 6,259,440 | 38.0 | ||||||||||||
PEN Comeback, LLC | 4,028,202 | 24.5 | 2,074,101 | 14.3 | ||||||||||||
PEN Comeback 2, LLC | 3,955,832 | 24.0 | 1,977,889 | 12.0 | ||||||||||||
Magic Growth, LLC | 1,961,496 | 11.9 | 980,725 | 6.0 | ||||||||||||
Magic Growth 2 LLC | 1,538,456 | 9.3 | 769,225 | 5.3 | ||||||||||||
Group Total | 12,303,868 | 74.7 | 5,816,940 | 35.3 |
(b)
Reporting Person | Sole voting & dispositive power | Percent sole voting & dispositive power, fully diluted | Shared voting & dispositive power | Percent shared voting & dispositive power, fully diluted | ||||||||||||
Ronald J. Berman | 334,320 | 2.0 | % | 11,483,986 | 69.7 | |||||||||||
Tom J. Berman | 485,562 | 2.9 | % | 11,483,986 | 69.7 | |||||||||||
PEN Comeback, LLC | 4,028,202 | 24.5 | % | 0 | 0 | |||||||||||
PEN Comeback 2, LLC | 3,955,832 | 24.0 | % | 0 | 0 | |||||||||||
Magic Growth, LLC | 1,961,496 | 11.9 | % | 0 | 0 | |||||||||||
Magic Growth 2 LLC | 1,538,456 | 2.0 | % | 0 | 0 |
(c) | On or about March 2, 2020, Magic Growth 2 LLC purchased 769,231 shares and warrants entitling it to purchase up to 769,225 additional shares in the issuer. . On the same date compensatory options were granted to Ronald J Berman in connection with a consulting contract and to Tom J Berman in connection with the extension of his employment contract; and Messrs. Berman received shares in payment for service as a director of the issuer. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Ronald J. Berman and Tom J. Berman are co-owners of PEN Comeback Management, LLC that is the sole voting member of PEN Comeback, LLC, PEN Comeback 2, LLC, Magic Growth, LLC and Magic Growth 2 LLC (these four limited liability companies, the “Investors”). Ronald J. Berman and Tom J. Berman each have 50% of the vote in the entity that is the voting member of the Investors.
In each of the Investors the voting member receives a 25% interest in future distributions after the non-voting members have received a return of their invested capital plus a 5% per annum member preference.
Ronald J. Berman, Tom J. Berman, PEN Comeback, LLC, PEN Comeback 2, LLC and Magic Growth, LLC are parties to a joint filing agreement dated July 15, 2020 that was amended on March 5, 2021 to add Magic Growth LLC.
Item 7. Material to Be Filed as Exhibits.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
/s/ Ronald J. Berman | |
Ronald J. Berman | |
March 5, 2021 |
/s/ Tom J. Berman | ||
Tom J. Berman | ||
March 5, 2021 | ||
PEN Comeback, LLC | ||
By: | PEN Comeback Management, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 | ||
PEN Comeback 2, LLC | ||
By: | PEN Comeback Management, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 | ||
Magic Growth, LLC | ||
By: | PEN Comeback Management, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 |
Magic Growth 2 LLC | ||
By: | PEN Comeback Management, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 | ||
Exhibit I
Amended Joint Filing Agreement Pursuant to Rule 12d-1
This Amended Joint Filing Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and between the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules promulgated thereunder may be filed on each of their behalf on Schedule 13G or 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1 and hereby, being duly authorized, have executed this Joint Filing Agreement as of the date listed under each Joint Filer’s signature below.
/s/ Ronald J. Berman | |
Ronald J. Berman | |
March 5, 2021 |
/s/ Tom J. Berman | ||
Tom J. Berman | ||
March 5, 2021 | ||
PEN Comeback, LLC | ||
By: | PEN Comeback Manager, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 | ||
PEN Comeback 2, LLC | ||
By: | PEN Comeback Manager, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 | ||
Magic Growth, LLC | ||
By: | PEN Comeback Manager, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 | ||
Magic Growth 2 LLC |
||
By: | PEN Comeback Manager, LLC | |
By: | /s/ Tom J. Berman | |
Manager | ||
March 5, 2021 |