Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 12
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)
February 15, 2022
(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) ☒ (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 | 525,536 shares | |
| (8) Shared voting power | 10,906,963 shares | |
| (9) Sole dispositive power | 525,536 shares | |
| (10) Shared dispositive power | 10,906,963 shares | |
| (11) Aggregate amount beneficially owned by each reporting person |
12,274,410 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) | 69.7% 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) ☒ (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 | 841,911 shares | |
| (8) Shared voting power | 10,906,963 shares | |
| (9) Sole dispositive power | 841,911 shares | |
| (10) Shared dispositive power | 10,906,963 shares | |
| (11) Aggregate amount beneficially owned by each reporting person | 12,274,410 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) | 69.7% 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) ☒ (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 | 12,274,410 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) | 69.7% 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) ☒ (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 | 12,274,410 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) | 69.7% 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) ☒ (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 | 12,274,410 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) | 69.7% 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) ☒ (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 | 12,274,410 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) | 69.7% fully diluted | |
| (14) Type of reporting person (see instructions) | OO |
| Cusip No. 63010N 105 | 13D |
| (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 | 444,418 shares | |
| (8) Shared voting power | 0 | |
| (9) Sole dispositive power | 444,418 shares | |
| (10) Shared dispositive power | 0 | |
| (11) Aggregate amount beneficially owned by each reporting person |
12,274,410 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) | 69.7% 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, except that Magic Growth 3 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 | 11,432,499 | 64.9 | 6,418,604 | 36.4 | ||||||||||||
| Tom J. Berman | 11,748,874 | 66.7 | 7,166,860 | 40.7 | ||||||||||||
| PEN Comeback, LLC | 3,349,467 | 19.0 | 2,074,101 | 11.8 | ||||||||||||
| PEN Comeback 2, LLC | 2,842,670 | 16.1 | 1,977,889 | 11.2 | ||||||||||||
| Magic Growth, LLC | 1,961,496 | 11.1 | 980,725 | 5.6 | ||||||||||||
| Magic Growth 2 LLC | 2,308,912 | 13.1 | 1,154,450 | 6.6 | ||||||||||||
| Magic Growth 3 LLC | 444,418 | 2.5 | 222,195 | 1.3 | ||||||||||||
| Group Total | 12,274,410 | 69.7 | 7,176,104 | 40.7 | ||||||||||||
(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 | 525,536 | 3.0 | 10,906,963 | 61.9 | ||||||||||||
| Tom J. Berman | 841,911 | 4.8 | 10,906,963 | 61.9 | ||||||||||||
| PEN Comeback, LLC | 3,349,467 | 19.0 | 0 | 0 | ||||||||||||
| PEN Comeback 2, LLC | 2,842,670 | 16.1 | 0 | 0 | ||||||||||||
| Magic Growth, LLC | 1,961,496 | 11.1 | 0 | 0 | ||||||||||||
| Magic Growth 2 LLC | 2,308,912 | 13.1 | 0 | 0 | ||||||||||||
| Magic Growth 3 LLC | 444,418 | 2.4 | 0 | 0 | ||||||||||||
| (c) | On or about December 15, 2021 Ronald J. Berman and Tom J. Berman were each awarded 8,000 shares for service on the Board of the issuer. On or about January 14, 2022, Magic Growth 3 LLC purchased stock and warrants in 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.
See Exhibit A
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 15, 2022 |
| /s/ Tom J. Berman | |
| Tom J. Berman | |
| February 15, 2022 |
| PEN Comeback, LLC | ||
| By: | PEN Comeback Management, LLC | |
| By: | /s/ Tom J. Berman | |
| Manager | ||
| February 15, 2022 | ||
| PEN Comeback 2, LLC | ||
| By: | PEN Comeback Management, LLC | |
| By: | /s/ Tom J. Berman | |
| Manager | ||
| February 15, 2022 | ||
| Magic Growth, LLC | ||
| By: | PEN Comeback Management, LLC | |
| By: | /s/ Tom J. Berman | |
| Manager | ||
| February 15, 2022 | ||
| Magic Growth 2 LLC | ||
| By: | PEN Comeback Management, LLC | |
| By: | /s/ Tom J. Berman | |
| Manager | ||
| February 15, 2022 | ||
Exhibit A
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 | |
| February 15, 2022 |
| /s/ Tom J. Berman | ||
| Tom J. Berman | ||
| February 15, 2022 | ||
PEN Comeback, LLC, PEN Comeback 2, LLC Magic Growth LLC Magic Growth 2 LLC, and Magic Growth 3 LLC | ||
| All | By: PEN Comeback Manager, LLC | |
| By: | /s/ Tom J. Berman | |
| Manager | ||
| February 15, 2022 | ||