Sec Form 13D Filing - BERMAN RONALD J filing for Nano Magic Inc. (NMGX) - 2021-03-05

 

 

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

 

(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	11,483,986 shares
(9) Sole dispositive power	334,320 shares
(10) Shared dispositive power	11,483986 shares
(11) Aggregate amount beneficially owned by each reporting person	12,303,868shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)	74.7% 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	11,483,986 shares
(9) Sole dispositive power	485,562 shares
(10) Shared dispositive power	11,483,986 shares
(11) Aggregate amount beneficially owned by each reporting person	12,303,868shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)	74.7% 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	12,303,868shares
(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)	74.7% 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	12,303,868shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)	74.7% 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	12,303,868shares
(12) check if the aggregate amount in Row (11) excludes certain shares (see instructions)
(13) Percent of class represented by amount in Row (11)	74.7% 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	1,538,456 shares
(8) Shared voting power	0
(9) Sole dispositive power	1,538,456 shares
(10) Shared dispositive power	0
(11) Aggregate amount beneficially owned by each reporting person	12,303,868 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)	74.7 % 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, 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.

 

See Exhibit I

 

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