Amended Statement of Beneficial Ownership (sc 13d/a)
September 14 2020 - 4:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Amendment
No. 7
|
Nano
Magic Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
63010N
105
|
|
(CUSIP
Number)
|
|
Ronald
J. Berman
|
|
750
Denison Court
|
|
Bloomfield
Hills MI 48302
|
|
844-273-6462
|
|
(Name,
Address and Telephone Number of Person
|
|
Authorized
to Receive Notices and Communications)
|
|
September
14, 2020
|
|
(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).
|
(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
|
316,690
shares
|
|
(8)
Shared voting power
|
10,065,530
shares
|
|
(9)
Sole dispositive power
|
316,690
shares
|
|
(10)
Shared dispositive power
|
10,065,530
shares
|
|
(11)
Aggregate amount beneficially owned by each reporting person
|
10,636,467
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)
|
74.0%
fully diluted
|
|
(14)
Type of reporting person (see instructions)
|
IN
|
|
(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
|
254,247
shares
|
|
(8)
Shared voting power
|
10,065,530
shares
|
|
(9)
Sole dispositive power
|
254,247
shares
|
|
(10)
Shared dispositive power
|
10,065,530
shares
|
|
(11)
Aggregate amount beneficially owned by each reporting person
|
10,636,467
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)
|
74.0%
fully diluted
|
|
(14)
Type of reporting person (see instructions)
|
IN
|
|
(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
|
4,148,202
shares
|
|
(8)
Shared voting power
|
0
|
|
(9)
Sole dispositive power
|
4,148,202
shares
|
|
(10)
Shared dispositive power
|
0
|
|
(11)
Aggregate amount beneficially owned by each reporting person
|
10,636,467
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)
|
74.0%
fully diluted
|
|
(14)
Type of reporting person (see instructions)
|
OO
|
|
(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
|
10,636,467
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)
|
74.0%
fully diluted
|
|
(14)
Type of reporting person (see instructions)
|
OO
|
|
(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
|
10,636,467
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)
|
74.0%
fully diluted
|
|
(14)
Type of reporting person (see instructions)
|
OO
|
Item
1. Security and Issuer.
Common
Stock of Nano Magic Inc.
750
Denison Court, Bloomfield Hills, MI 48302
Item
2. Identity and Background.
|
(a)
|
Ronald
J. Berman
|
|
Tom
J. Berman
|
|
PEN
Comeback, LLC
PEN
Comeback 2, LLC
Magic
Growth, LLC
|
|
|
|
|
|
|
|
|
(b)
|
750
Denison Court, Bloomfield Hills, MI 48302
|
|
750
Denison Court, Bloomfield Hills, MI 48302
|
|
750
Denison Court, Bloomfield Hills, MI 48302
|
|
|
|
|
|
|
|
|
(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 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
|
|
|
10,382,220
|
|
|
|
72.3
|
|
|
|
5,041,959
|
|
|
|
36.6
|
|
|
Tom J. Berman
|
|
|
10,319,777
|
|
|
|
71.8
|
|
|
|
5,265,215
|
|
|
|
38.2
|
|
|
PEN Comeback, LLC
|
|
|
4,148,202
|
|
|
|
28.9
|
|
|
|
2,074,101
|
|
|
|
15.1
|
|
|
PEN Comeback 2, LLC
|
|
|
3,955,832
|
|
|
|
27.5
|
|
|
|
1,977,889
|
|
|
|
13.8
|
|
|
Magic Growth, LLC
|
|
|
1,961,496
|
|
|
|
13.7
|
|
|
|
980,725
|
|
|
|
6.8
|
|
|
Group Total
|
|
|
10,636,467
|
|
|
|
74.0
|
|
|
|
5,274,459
|
|
|
|
38.3
|
|
(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
|
|
|
316,690
|
|
|
|
2.2
|
|
|
|
10,065,530
|
|
|
|
70.1
|
|
|
Tom J. Berman
|
|
|
254,247
|
|
|
|
1.8
|
|
|
|
10,065,530
|
|
|
|
70.1
|
|
|
PEN Comeback, LLC
|
|
|
4,148,202
|
|
|
|
28.9
|
|
|
|
0
|
|
|
|
0
|
|
|
PEN Comeback 2, LLC
|
|
|
3,955,832
|
|
|
|
27.5
|
|
|
|
0
|
|
|
|
0
|
|
|
Magic Growth, LLC
|
|
|
1,961,496
|
|
|
|
13.7
|
|
|
|
0
|
|
|
|
0
|
|
|
(c)
|
On
September 14, 2020 Magic Growth, LLC purchased 130,770 shares of common stock of the issuer and warrants, now exercisable,
to purchase up to 130,750 shares of common stock of the issuer. Ronald J. Berman and Tom J. Berman control the voting and
disposition of the shares and warrants acquired by Magic Growth, LLC.
|
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 and Magic Growth, LLC. They each have 50% of the vote in the entity that is the voting member.
In
PEN Comeback, LLC, PEN Comeback 2, LLC and Magic Growth, LLC 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.
Item
7. Material to Be Filed as Exhibits.
Joint
Filing Agreement (previously filed with Amendment No. 5 to Schedule 13D filed by the Reporting Persons on July 15, 2020)
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
|
|
|
September
14, 2020
|
|
|
/s/
Tom J. Berman
|
|
|
Tom
J. Berman
|
|
|
September
14, 2020
|
|
|
|
|
|
|
PEN
Comeback, LLC
|
|
|
By:
|
PEN
Comeback Management, LLC
|
|
|
|
|
|
|
By:
|
/s/
Tom J. Berman
|
|
|
|
Manager
|
|
|
|
September
14, 2020
|
|
|
|
|
|
|
PEN
Comeback 2, LLC
|
|
|
By:
|
PEN
Comeback Management, LLC
|
|
|
|
|
|
|
By:
|
/s/
Tom J. Berman
|
|
|
|
Manager
|
|
|
|
September
14, 2020
|
|
|
|
|
|
|
Magic
Growth, LLC
|
|
|
By:
|
PEN
Comeback Management, LLC
|
|
|
|
|
|
|
By:
|
/s/
Tom J. Berman
|
|
|
|
Manager
|
|
|
|
September
14, 2020
|
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