Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 13 2024 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Amendment
No. 15
Nano
Magic 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)
December
5, 2023
(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)
☒
(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 |
|
698,887
shares |
(8)
Shared voting power |
|
11,945,799
shares |
(9)
Sole dispositive power |
|
698,887
shares |
(10)
Shared dispositive power |
|
11,945,799
shares |
(11)
Aggregate amount beneficially owned by each reporting person |
|
14,254,749
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) |
|
61.4%
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)
☒
(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 |
|
1,610,063
shares |
(8)
Shared voting power |
|
11,945,799
shares |
(9)
Sole dispositive power |
|
1,610,063
shares |
(10)
Shared dispositive power |
|
11,945,799
shares |
(11)
Aggregate amount beneficially owned by each reporting person |
|
14,254,749
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) |
|
61.4%
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)
☒
(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 |
|
3,349,467
shares |
(8)
Shared voting power |
|
0 |
(9)
Sole dispositive power |
|
3,349,467
shares |
(10)
Shared dispositive power |
|
0 |
(11)
Aggregate amount beneficially owned by each reporting person |
|
14,254,749
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) |
|
61.4%
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)
☒
(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 |
|
2,842,670
shares |
(8)
Shared voting power |
|
0 |
(9)
Sole dispositive power |
|
2,842,670
shares |
(10)
Shared dispositive power |
|
0 |
(11)
Aggregate amount beneficially owned by each reporting person |
|
14,254,749
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) |
|
61.4%
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)
☒
(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 |
|
14,254,749
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) |
|
61.4%
fully diluted |
(14)
Type of reporting person (see instructions) |
|
OO |
(1)
Names of reporting persons |
|
Magic
Growth 2 LLC |
(2)
Check the appropriate box if a member of a group
(see
instructions) |
|
(a)
☒
(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 |
|
14,254,749
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) |
|
61.4%
fully diluted |
(14)
Type of reporting person (see instructions) |
|
OO |
(1)
Names of reporting persons |
|
Magic
Growth 3 LLC |
(2)
Check the appropriate box if a member of a group
(see
instructions) |
|
(a)
☒
(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 |
|
1,483,254
shares |
(8)
Shared voting power |
|
0 |
(9)
Sole dispositive power |
|
1,483,254 shares |
(10)
Shared dispositive power |
|
0 |
(11)
Aggregate amount beneficially owned by each reporting person |
|
14,254,749
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) |
|
61.4%
fully diluted |
(14)
Type of reporting person (see instructions) |
|
OO |
Item
1. Security and Issuer.
Common
Stock of Nano Magic Holdings 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
Magic
Growth 3 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, Magic Growth 2 LLC and Magic Growth 3 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 | |
| 12,644,686 | | |
| 54.5 | | |
| 7,043,750 | | |
| 30.3 | |
Tom J. Berman | |
| 13,555,862 | | |
| 58.4 | | |
| 8,385,478 | | |
| 36.1 | |
PEN Comeback, LLC | |
| 3,349,467 | | |
| 14.4 | | |
| 2,074,101 | | |
| 8.9 | |
PEN Comeback 2, LLC | |
| 2,842,670 | | |
| 12.2 | | |
| 1,977,889 | | |
| 8.5 | |
Magic Growth, LLC | |
| 1,961,496 | | |
| 8.4 | | |
| 980,725 | | |
| 4.2 | |
Magic Growth 2 LLC | |
| 2,308,912 | | |
| 9.9 | | |
| 1,154,450 | | |
| 5.0 | |
Magic Growth 3 LLC | |
| 1,483,254 | | |
| 6.4 | | |
| 741,585 | | |
| 3.2 | |
Group Total | |
| 14,254,749 | | |
| 61.4 | | |
| 8,500,478 | | |
| 36.6 | |
(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 | |
| 698,887 | | |
| 3.0 | | |
| 11,945,799 | | |
| 51.4 | |
Tom J. Berman | |
| 1610,063 | | |
| 6.9 | | |
| 11,945,799 | | |
| 51.4 | |
PEN Comeback, LLC | |
| 3,349,467 | | |
| 14.4 | | |
| 0 | | |
| 0 | |
PEN Comeback 2, LLC | |
| 2,842,670 | | |
| 12.2 | | |
| 0 | | |
| 0 | |
Magic Growth, LLC | |
| 1,961,496 | | |
| 8.4 | | |
| 0 | | |
| 0 | |
Magic Growth 2 LLC | |
| 2,308,912 | | |
| 9.9 | | |
| 0 | | |
| 0 | |
Magic Growth 3 LLC | |
| 1,483,254 | | |
| 6.4 | | |
| 0 | | |
| 0 | |
(c) |
In
December, 2023 Ronald J. Berman and Tom J. Berman were awarded stock 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, Magic Growth 2 LLC and Magic Growth 3 LLC (these five 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, except Magic Growth 3 LLC, 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. In Magic Growth 3, when PCM determines that Magic
Growth 3 will not make any further investments, 50% of the shares owned by Magic Growth 3 will be distributed to its investors. After
that distribution, profits and distributions will be made 25% to PCM and 75% to the investors in Magic Growth 3.
Ronald
J. Berman, Tom J. Berman, and the Investors are parties to an amended joint filing agreement dated February 14, 2022.
Item
7. Material to Be Filed as Exhibits.
Amended Joint Filing Agreement (previously filed with Amendment No. 12 to Schedule 13D filed by the Reporting Persons on February 14, 2022).
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 |
|
February
13, 2024 |
|
/s/
Tom J. Berman |
|
Tom
J. Berman |
|
February
13, 2024 |
|
PEN Comeback, LLC |
|
By: |
PEN
Comeback Management, LLC |
|
|
|
|
By: |
/s/
Tom J. Berman |
|
|
Manager |
|
|
February
13, 2024 |
|
|
|
|
PEN
Comeback 2, LLC |
|
By: |
PEN
Comeback Management, LLC |
|
|
|
|
By: |
/s/
Tom J. Berman |
|
|
Manager |
|
|
February
13, 2024 |
|
|
|
|
Magic
Growth, LLC |
|
By: |
PEN
Comeback Management, LLC |
|
|
|
|
By: |
/s/
Tom J. Berman |
|
|
Manager |
|
|
February
13, 2024 |
|
|
|
|
Magic
Growth 2 LLC |
|
By: |
PEN
Comeback Management, LLC |
|
|
|
|
By: |
/s/
Tom J. Berman |
|
|
Manager |
|
|
February
13, 2024 |
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