Filing Details

Accession Number:
0001493152-21-006422
Form Type:
13D Filing
Publication Date:
2021-03-19 16:00:27
Filed By:
Berman Ronald J
Company:
Nano Magic Inc. (OTCMKTS:NMGX)
Filing Date:
2021-03-19
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Ronald J. Berman 334,320 12,254,442 334,320 12,254,442 13,074,324 78.0%
Tom J. Berman 485,562 12,254,442 485,562 12,254,442 13,074,324 78.0%
PEN Comeback 4,028,202 0 4,028,202 0 13,074,324 78.0%
PEN Comeback 3,955,832 0 3,955,832 0 13,074,324 78.0%
Magic Growth 1,961,496 0 1,961,496 0 13,074,324 78.0 %
Magic Growth 2,308,912 0 2,308,912 0 13,074,324 78.0 %
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Amendment No. 10

 

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 17, 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  

 

(1) Names of reporting persons Ronald J. Berman
(2) Check the appropriate box if a member of a group(see instructions)

(a) [X]

(b) [  ]

(3) SEC use only  
(4) Source of Funds PF, OO
(5) Disclosure of Legal Proceedings  
(6) Citizenship or Place of Organization USA

Number of shares beneficially owned by each reporting person with

 

(7) Sole voting power

 

334,320 shares

(8) Shared voting power 12,254,442 shares
(9) Sole dispositive power 334,320 shares
(10) Shared dispositive power 12,254,442 shares
(11) Aggregate amount beneficially owned by each reporting person 13,074,324 shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)  
(13) Percent of class represented by amount in Row (11) 78.0% fully diluted
(14) Type of reporting person (see instructions) IN

 

   

 

 

Cusip No. 63010N 105 13D  

 

(1) Names of reporting persons Tom J. Berman

(2) Check the appropriate box if a member of a group

(see instructions)

(a) [X]

(b) [  ]

(3) SEC use only  
(4) Source of Funds PF, OO
(5) Disclosure of Legal Proceedings  
(6) Citizenship or Place of Organization USA

Number of shares beneficially owned by each reporting person with

 

(7) Sole voting power

485,562 shares
(8) Shared voting power 12,254,442 shares
(9) Sole dispositive power 485,562 shares
(10) Shared dispositive power 12,254,442 shares
(11) Aggregate amount beneficially owned by each reporting person 13,074,324 shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)  
(13) Percent of class represented by amount in Row (11) 78.0% fully diluted
(14) Type of reporting person (see instructions) IN

 

   

 

 

Cusip No. 63010N 105 13D  

 

(1) Names of reporting persons PEN Comeback, LLC

(2) Check the appropriate box if a member of a group

(see instructions)

(a) [X]

(b) [  ]

(3) SEC use only  
(4) Source of Funds OO
(5) Disclosure of Legal Proceedings  
(6) Citizenship or Place of Organization Michigan

Number of shares beneficially owned by each reporting person with

 

(7) Sole voting power

4,028,202 shares
(8) Shared voting power 0
(9) Sole dispositive power 4,028,202 shares
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 13,074,324 shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions) [X]
(13) Percent of class represented by amount in Row (11) 78.0% fully diluted
(14) Type of reporting person (see instructions) OO

 

   

 

 

Cusip No. 63010N 105 13D  

 

(1) Names of reporting persons PEN Comeback 2, LLC

(2) Check the appropriate box if a member of a group

(see instructions)

(a) [X]

(b) [  ]

(3) SEC use only  
(4) Source of Funds OO
(5) Disclosure of Legal Proceedings  
(6) Citizenship or Place of Organization Michigan

Number of shares beneficially owned by each reporting person with

 

(7) Sole voting power

3,955,832 shares
(8) Shared voting power 0
(9) Sole dispositive power 3,955,832 shares
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 13,074,324 shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)  
(13) Percent of class represented by amount in Row (11) 78.0% fully diluted
(14) Type of reporting person (see instructions) OO

 

   

 

 

Cusip No. 63010N 105 13D  

 

(1) Names of reporting persons Magic Growth, LLC

(2) Check the appropriate box if a member of a group

(see instructions)

(a) [X]

(b) [  ]

(3) SEC use only  
(4) Source of Funds OO
(5) Disclosure of Legal Proceedings  
(6) Citizenship or Place of Organization Michigan

Number of shares beneficially owned by each reporting person with

 

(7) Sole voting power

1,961,496 shares
(8) Shared voting power 0
(9) Sole dispositive power 1,961,496 shares
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 13,074,324 shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)  
(13) Percent of class represented by amount in Row (11) 78.0 % fully diluted
(14) Type of reporting person (see instructions) OO

 

   

 

 

Cusip No. 63010N 105 13D  

 

(1) Names of reporting persons Magic Growth 2 LLC

(2) Check the appropriate box if a member of a group

(see instructions)

(a) [X]

(b) [  ]

(3) SEC use only  
(4) Source of Funds OO
(5) Disclosure of Legal Proceedings  
(6) Citizenship or Place of Organization Michigan

Number of shares beneficially owned by each reporting person with

 

(7) Sole voting power

2,308,912 shares
(8) Shared voting power 0
(9) Sole dispositive power 2,308,912 shares
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 13,074,324 shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)  
(13) Percent of class represented by amount in Row (11) 78.0 % fully diluted
(14) Type of reporting person (see instructions) OO

 

   

 

 

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;
   
(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   12,588,762    75.1    6,196,409    36.9 
Tom J. Berman   12,740,004    76.0    6,644,665    39.6 
PEN Comeback, LLC   4,028,202    24.0%   2,074,101    13.9 
PEN Comeback 2, LLC   3,955,832    23.6%   1,977,889    11.8 
Magic Growth, LLC   1,961,496    11.7%   980,725    5.9 
Magic Growth 2 LLC     2,308,912       13.8 %      769,225       7.7  
Group Total     13,074,324       78.0 %     6,202,165       36.9  

 

(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%   12,254,442    73.1 
Tom J. Berman   485,562    2.9%   12,254,442    73.1 
PEN Comeback, LLC    4,028,202    24.0%   0    0 
PEN Comeback 2, LLC   3,955,832    23.6%   0    0 
Magic Growth, LLC   1,961,496    11.7%   0    0 
Magic Growth 2 LLC   2,308,912    13.8%   0    0 

 

(c) On or about March 17, 2020, Magic Growth 2 LLC purchased 385,231 shares and warrants entitling it to purchase up to 385,225 additional shares in the issuer. 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 (“PCM”) 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 PCM, the voting member of the Investors.

 

In each of the Investors, PCM 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, and the Investors are parties to an amended joint filing agreement dated March 5, 2021.

 

   

 

 

Item 7. Material to Be Filed as Exhibits.

 

Amended Joint Filing Agreement (previously filed with Amendment No. 9 to Schedule 13D filed by the Reporting Persons on March 5, 2021).

 

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 19, 2021

 

  /s/ Tom J. Berman
  Tom J. Berman
  March 19, 2021
     
  PEN Comeback, LLC
  By: PEN Comeback Management, LLC

 

  By: /s/ Tom J. Berman
    Manager
    March 19, 2021
     
  PEN Comeback 2, LLC
  By: PEN Comeback Management, LLC
     
  By: /s/ Tom J. Berman
    Manager
    March 19, 2021
     
  Magic Growth, LLC
  By: PEN Comeback Management, LLC
     
  By: /s/ Tom J. Berman
    Manager
    March 19, 2021

 

  Magic Growth 2 LLC
  By: PEN Comeback Management, LLC
     
  By: /s/ Tom J. Berman
    Manager
    March 19, 2021