Sec Form 13D Filing - WHITMORE BRADFORD T filing for NANOPHASE TECHNOLOGIES Corp (NANX) - 2023-11-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 16)

Nanophase Technologies Corporation
(Name of Issuer)

COMMON STOCK, par value $.01
(Title of Class of Securities)

630079101
(CUSIP Number)

Bradford T. Whitmore
5215 Old Orchard Road, Suite 620
Skokie, Illinois  60077
Telephone:  (847) 733-1230
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 13, 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 which is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 Section 240.13d-7 for other parties
to whom copies are to be sent.

The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.

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).

 2
Schedule 13D/A

CUSIP No. 630079101 Page 2 of 8 Pages

1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore

2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)  [  ]

6. Citizenship or Place of Organization
United States

              7 Sole Voting Power
Number of       22,675,295 shares
Shares
Beneficially  8 Shared Voting Power
Owned by        8,332,983 shares
Each
Reporting     9 Sole Dispositive Power
Person          22,675,295 shares
With
             10 Shared Dispositive Power
                8,332,983 shares

11. Aggregate Amount Beneficially Owned by Each Reporting
Person
31,008,278 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)

62.4%

14. Type of Reporting Person (See instructions)
IN

 3
Schedule 13D/A

CUSIP No. 630079101 Page 3 of 8 Pages

1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Investments, LP

2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See instructions)
OO

5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)  [  ]

6. Citizenship or Place of Organization

Delaware Limited Partnership

              7 Sole Voting Power
Number of       0
Shares        8 Shared Voting Power
Beneficially    601,410 shares
Owned	by
Each
Reporting     9 Sole Dispositive Power
Person          0
With         10 Shared Dispositive Power
                601,410 shares

11. Aggregate Amount Beneficially Owned by Each Reporting
Person
601,410 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)

1.2%

14. Type of Reporting Person (See instructions)
PN

 4
Schedule 13D/A

CUSIP No. 630079101 Page 4 of 8 Pages

1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons

INV-GP, LLC

2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)  [  ]

6. Citizenship or Place of Organization
Delaware Limited Liability Company


              7 Sole Voting Power
Number of       0
Shares
Beneficially  8 Shared Voting Power
Owned by        601,410 shares
Each
Reporting     9 Sole Dispositive Power
Person          0
With
             10 Shared Dispositive Power
                601,410 shares

11. Aggregate Amount Beneficially Owned by Each Reporting
Person
601,410 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)

1.2%

14. Type of Reporting Person (See instructions)
OO

 5
Schedule 13D/A

CUSIP No. 630079101 Page 5 of 8 Pages

1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons

Strandler, LLC

2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]

3. SEC Use Only

4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)  [  ]

6. Citizenship or Place of Organization
Delaware Limited Liability Company


              7 Sole Voting Power
Number of       0
Shares
Beneficially  8 Shared Voting Power
Owned by        7,731,573 shares
Each
Reporting     9 Sole Dispositive Power
Person          0
With
             10 Shared Dispositive Power
                7,731,573 shares

11. Aggregate Amount Beneficially Owned by Each Reporting
Person
7,731,573 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)

15.5%

14. Type of Reporting Person (See instructions)
OO

 6
Page 6 of 8 Pages

The undersigned hereby amends its Schedule 13D as filed on
September 19, 2003 and as previously amended relating to
the common stock ("Common Stock") of Nanophase Technologies
Corporation, (the "Issuer").  Bradford T. Whitmore, Grace
Investments, LP, INV-GP, LLC and Strandler, LLC are
collectively referred to in this Amendment No. 16 as the
"Filers."  Unless otherwise indicated, all capitalized
terms used herein but not defined herein shall have the same
meaning as set forth in the Schedule 13D.  Except as set
forth herein, the Schedule 13D remains unchanged.

Item 2.  Identity and Background

(a) The statement is filed by Grace Investments,
LP, a Delaware limited partnership ("Grace Investments"),
INV-GP, LLC, a Delaware Limited Liability Company,
Bradford T. Whitmore ("Whitmore") and Strandler, LLC, a
South Dakota Limited Liability Company ("Strandler")
(collectively the "Filers").  INV-GP, LLC is the general
partner of Grace Investments.  Whitmore is the manager and
sole member of INV-GP, LLC and Strandler.

(b) The business address of Grace Investments, INV-GP, LLC
and Whitmore is 5215 Old Orchard Road, Suite 620, Skokie,
Illinois 60077. The business address of Strandler, LLC is
401 3rd Street, #9, Rapid City, South Dakota 57701.

(c) The principal business of Grace Investments is to
purchase, sell, invest, and trade in securities.
The principal business of INV-GP, LLC is that of being a
general partner of Grace Investments.  The principal
business of Strandler is to purchase, sell, invest, and
trade in securities.

(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).

(e) None of the persons referred to in this Item 2 has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.

(f) Grace Investments is a Delaware limited partnership.
INV-GP, LLC is a Delaware limited liability company.
Strandler is a South Dakota limited liability company.
Whitmore is a citizen of the United States.

 7
Page 7 of 8 Pages

Item 4.  Purpose of Transaction

On November 13, 2023, Strandler entered into, and funded, a
$2,000,000 non-revolving promissory note agreement ("Bridge
Loan") with the Company.  Such loan was made with the
intention that it would be repaid with the proceeds of a
common equity rights offering ("Rights Offering"), to be
commenced upon its associated form S-1 registration
statement filing being approved by the Securities and
Exchange Commission.  The Rights Offering, being made to all
shareholders, is for the issuance of 5 million common shares
at a price of $0.40 per share.  Whitmore, Grace Investments
and Strandler ("the Purchasers") entered into a Rights
Offering Backstop Agreement to provide assurances that the
Rights Offering is fully subscribed.  The Purchasers agreed
and committed to exercise their Rights in full and to
purchase from the Company upon expiration of the Rights
Offering, at the Subscription Price, additional shares of
Common Stock not otherwise sold in the Rights Offering.

The Filers have no plans or proposals which relate to, or
would result in, any of the matters referred to in
Paragraphs (a) through (j), inclusive, of Item 4 of the
Schedule 13D.  The Filers may, at any time and from time to
time, review or reconsider their investment in the Company
and formulate plans or proposals with respect thereto, but
have no present intention of doing so.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this filing:

(1) Grace Investments, LP beneficially owns 601,410 shares of
Common Stock, representing approximately 1.2% of the
outstanding shares of Common Stock based upon 49,627,254
shares outstanding as of November 14, 2023 as reported in the
Issuer's most recent Form 10-Q.  As the general partner of
Grace Investments, LP, INV-GP, LLC may be deemed to share
beneficial ownership of these 601,410 shares of Common Stock.
INV-GP, LLC otherwise disclaims beneficial ownership.

(2) Whitmore is the beneficial owner of 22,675,295 shares of
Common Stock.  As the manager and sole member of INV-GP, LLC,
Whitmore may be deemed the indirect beneficial owner of
601,410 shares of stock beneficially owned by those entities.
As the manager and sole member of Strandler, Whitmore may be
deemed the indirect beneficial owner of 7,731,573 shares of
stock for a total beneficial ownership of 31,008,278 shares,
or 62.4% of the outstanding shares of Common Stock based upon
49,627,254 shares outstanding as of November 14, 2023 as
reported in the Issuer's most recent Form 10-Q.

(b) Grace Investments, LP:  shared voting power (with INV-GP,
LLC and Whitmore)
601,410 Shares of Common Stock

Whitmore:  shared voting power (with Grace Investments, LP
and INV-GP, LLC)
601,410 Shares of Common Stock;
and
shared voting power (with Strandler)
7,731,573 Shares of Common Stock;
and
sole voting power
22,675,295 Shares of Common Stock

(c) The Filers effected no transactions in the Common Stock
during the past sixty days.

Item 6.  Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.

To the knowledge of the Filers, except for the matters
described in this Schedule 13D, there is no contract,
arrangement, understanding or relationship (legal or
otherwise) among the Filers and any other person with
respect to any securities of the Issuer.

Item 7.  Materials to be Filed as Exhibits

Exhibit 1 - Rights Offering Backstop Agreement

 8
Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this Statement with respect to it is true,
complete and correct.

Dated: November 16, 2023

Bradford T. Whitmore

By: /s/ Bradford T. Whitmore
Name:  Bradford T. Whitmore

Grace Investments, LP

By: /s/ Bradford T. Whitmore
Name:  Bradford T. Whitmore
Manager: INV-GP, LLC
Its:  General Partner

Strandler, LLC

By: /s/ Bradford T. Whitmore
Name:  Bradford T. Whitmore
Its: Manager and Member

EXHIBIT 1

RIGHTS OFFERING BACKSTOP AGREEMENT

This Rights Offering Backstop Agreement (this "Agreement")
is dated as of November __, 2023 and is by and among
NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation
(the "Company"), BRADFORD T. WHITMORE, an individual
("Whitmore"), GRACE INVESTMENTS, LP, a Delaware limited
partnership ("Grace"), and STRANDLER, LLC, a South Dakota
limited liability company ("Strandler" and together with
Whitmore and Grace, each a "Purchaser" and collectively,
"Purchasers").

WHEREAS, the Company has proposed to distribute, at no
charge, to holders of record of its common stock, par
value $0.01 per share (the "Common Stock"), as of the
close of business on the record date of the rights
offering (the "Record Date"), non-transferable rights
(the "Rights") to subscribe for and purchase additional
shares of Common Stock at a subscription price of $0.40
per share of Common Stock (the "Subscription Price" and
such offering, the "Rights Offering");

WHEREAS, pursuant to the Rights Offering, stockholders of
record will receive one (1) Right for every one (1) share
of Common Stock held by them as of the Record Date, and
each Right will entitle the holder to purchase (____)
shares of Common Stock at the Subscription Price (the
"Right");

WHEREAS, the Company desires to raise a total of $2,000,000
in connection with the Rights Offering, which shall be used
to repay the bridge loan provided by Strandler to the
Company on or around the date hereof (the "Bridge Loan");

WHEREAS, in order to provide assurances that the Rights
Offering is fully subscribed, the Company has offered to
Purchasers the opportunity, and Purchasers agreed and
committed, to exercise their Rights in full and to purchase
from the Company upon expiration of the Rights Offering, at
the Subscription Price, additional shares of Common Stock
not otherwise sold in the Rights Offering, subject to the
terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and
respective covenants and agreements set forth in this
Agreement and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereby agree
as follows:

Section 1. The Rights Offering.

(a) The Company shall use commercially reasonable efforts to
commence and complete the Rights Offering as soon as
reasonably practicable. The Company will file a Registration
Statement on Form S-1 (the "Registration Statement") for the
Rights Offering with the Securities and Exchange Commission
(the "SEC") and intends to cause the Registration Statement
to be declared effective by the SEC as soon as reasonably
practicable.

(b) Purchasers shall cooperate with the Company in connection
with the preparation and filing of the Registration Statement,
including promptly furnishing to the Company, following
written request therefor, any and all information concerning
Purchasers or their affiliates as may be required to be set
forth in the Registration Statement under applicable law.

(c) In connection with the Rights Offering, the Company shall
distribute at no charge to each holder of Common Stock on the
Record Date for the Rights Offering (collectively, the
"Eligible Common Stockholders") the Rights to purchase shares
of Common Stock, at the per share Subscription Price. Each
Eligible Common Stockholder shall be eligible to participate
in the Rights Offering and exercise its Rights pro rata based
on each Eligible Common Stockholder's ownership of Common
Stock as of the Record Date for the Rights Offering.

Section 2. Commitment.

Subject to the terms and conditions set forth herein,
Purchasers hereby agree (on behalf of themselves and their
affiliates) to purchase from the Company, and the Company
hereby agrees to sell to Purchasers, at the
Subscription Price, all shares of Common Stock that will be
available for purchase by Purchasers (on behalf of themselves
and their affiliates) pursuant to their Rights (the
"Commitment").

Section 3. Backstop Commitment.

(a) Subject to the consummation of the Rights Offering and
terms and conditions set forth
 herein, in order to provide
assurance that the Rights Offering will be fully subscribed,
Purchasers hereby commit to purchase from the Company, and
the Company hereby agrees to sell to Purchasers, at the
Subscription Price, any and all Unsubscribed Rights Shares
(the "Backstop Commitment"). The "Unsubscribed Rights Shares"
means a number of shares of Common Stock equal to the excess,
if any, of (i) the aggregate number of shares of Common Stock
that may be purchased pursuant to all Rights issued by the
Company in connection with the Rights Offering (including any
Rights not issued and/or allocated due to the provisions of
applicable state or foreign securities laws), over (ii) the
aggregate number of shares of Common Stock that are purchased
by the Eligible Common Stockholders in the Rights Offering
pursuant to the exercise of the Subscription Rights.

(b) Within five (5) business days after the closing of the
Rights Offering, the Company shall issue to Purchasers a
notice (the "Subscription Notice") setting forth the number of
shares of Common Stock subscribed for in the Rights Offering
pursuant to the exercise of the Subscription Rights by the
Eligible Common Stockholders and the aggregate gross proceeds
of the Rights Offering and, accordingly, the number of
Unsubscribed Rights Shares to be acquired by Purchasers
pursuant to the Backstop Commitment at the Rights Subscription
Price. Shares of Common Stock acquired by Purchasers pursuant
to the Backstop Commitment are collectively referred to as the
"Backstop Acquired Shares."

(c) On the terms and subject to the conditions set forth in
this Agreement, the closing of the Backstop Commitment (the
"Backstop Closing") shall take place remotely via the exchange
of documents and signatures within five (5) business days of
the date of the Subscription Notice or such other time and
date as shall be agreed between the Company and Purchasers
(the date on which the Backstop Closing occurs, the "Closing
Date").

(d) At the Backstop Closing, the Company shall issue to
Purchasers the Backstop Acquired Shares in consideration of
payment in cash of the aggregate amount of the Subscription
Price for such Backstop Acquired Shares.

Section 4. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
Illinois, without giving effect to any choice or conflict of
laws provision or rule (whether of the State of Illinois or any
other jurisdiction) that would cause the application of the
Laws of any jurisdiction other than the State of Illinois.

Section 5. Amendment; Waiver; Counterparts. This Agreement may
not be amended, modified or waived except in a writing signed
by each party hereto. This Agreement may be executed in any
number of counterparts, each of which shall be an original, and
all of which, when taken together, shall constitute one
agreement. Delivery of an executed counterpart of this Agreement
by e-mail or electronic delivery shall be effective as delivery
of a manually executed counterpart of this Agreement and shall
be construed as an original for all purposes.

Section 6. Entire Agreement. This Agreement, together with the
Bridge Loan, constitutes the entire understanding among the
parties hereto with respect to the subject matter hereof and
replaces and supersedes all prior agreements and understandings,
both written on oral, between the parties hereto with respect
to the subject matter hereof.

NANOPHASE TECHNOLOGIES CORPORATION


By:/s/  Jess Jankowski
        Jess Jankowski
        President & Chief Executive Officer


By:/s/ Bradford T. Whitmore
       Bradford T. Whitmore


GRACE INVESTMENTS, LP

By:/s/ Bradford T. Whitmore
       Bradford T. Whitmore
       Manager, INV-GP, LLC
       Its: General Partner


STRANDLER, LLC

By:/s/ Bradford T. Whitmore
       Manager