UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB APPROVAL OMB Number: 3235-0076 Estimated average burden hours per response 4.00
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities

1. Issuer's Identity

CIK (Filer ID Number)	Previous Names	None	Entity Type
0000891417	Applied Nanotech Holdings, Inc.		X Corporation   Limited Partnership   Limited Liability Company   General Partnership   Business Trust   Other (Specify)
Name of Issuer
PEN INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago   Within Last Five Years (Specify Year)     Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PEN INC.
Street Address 1		Street Address 2
701 BRICKELL AVE., SUITE 1550
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MIAMI	FLORIDA	33131	844-273-6462

3. Related Persons

Last Name	First Name	Middle Name
Rickert	Scott	E
Street Address 1	Street Address 2
701 Brickell Ave., suite 1550
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33131

Relationship:

X

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

 

Last Name	First Name	Middle Name
Hollister	John	B
Street Address 1	Street Address 2
701 Brickell Ave., suite 1550
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33131

Relationship:

X

Executive Officer

Director

Promoter

Clarification of Response (if Necessary):

 

Last Name	First Name	Middle Name
Rickert	Jeanne	M
Street Address 1	Street Address 2
701 Brickell Ave., suite 1550
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33131

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

 

Last Name	First Name	Middle Name
Berman	Ronald	J
Street Address 1	Street Address 2
701 Brickell Ave., suite 1550
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33131

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

 

Last Name	First Name	Middle Name
Holmes	Douglas	Q
Street Address 1	Street Address 2
701 Brickell Ave., suite 1550
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33131

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

 

Last Name	First Name	Middle Name
Westerman	Howard
Street Address 1	Street Address 2
701 Brickell Ave., suite 1550
City	State/Province/Country	ZIP/PostalCode
Miami	FLORIDA	33131

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

 

Last Name	First Name	Middle Name
Sharp	James
Street Address 1	Street Address 2
One Zeiss Drive
City	State/Province/Country	ZIP/PostalCode
Thornwood	NEW YORK	10594

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

 

4. Industry Group

Agriculture   Banking & Financial Services     Commercial Banking   Insurance   Investing   Investment Banking   Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940?   Yes   No   Other Banking & Financial Services   Business Services   Energy     Coal Mining   Electric Utilities   Energy Conservation   Environmental Services   Oil & Gas   Other Energy

Health Care   Biotechnology   Health Insurance   Hospitals & Physicians   Pharmaceuticals   Other Health Care   Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential   Other Real Estate

Retailing   Restaurants Technology   Computers   Telecommunications X Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel   Other

5. Issuer Size

Revenue Range	OR	Aggregate Net Asset Value Range
No Revenues		No Aggregate Net Asset Value
$1 - $1,000,000		$1 - $5,000,000
$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
X $5,000,001 - $25,000,000		$25,000,001 - $50,000,000
$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
Over $100,000,000		Over $100,000,000
Decline to Disclose		Decline to Disclose
Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))		X	Rule 505
	Rule 504 (b)(1)(i)		X	Rule 506(b)
	Rule 504 (b)(1)(ii)			Rule 506(c)
	Rule 504 (b)(1)(iii)			Securities Act Section 4(a)(5)
				Investment Company Act Section 3(c)
				Section 3(c)(1)   Section 3(c)(9)   Section 3(c)(2)   Section 3(c)(10)   Section 3(c)(3)   Section 3(c)(11)   Section 3(c)(4)   Section 3(c)(12)   Section 3(c)(5)   Section 3(c)(13)   Section 3(c)(6)   Section 3(c)(14)   Section 3(c)(7)

7. Type of Filing

X	New Notice	Date of First Sale	2016-07-25		First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes   X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or		Other (describe)
	Other Right to Acquire Security

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes   X No

Clarification of Response (if Necessary):

 

11. Minimum Investment

Minimum investment accepted from any outside investor

$

0

USD

12. Sales Compensation

Recipient		Recipient CRD Number     None
Carleton McKenna Advisors LLC.		159230
(Associated) Broker or Dealer     None Paul H. Carleton		(Associated) Broker or Dealer CRD Number     None 707186
Street Address 1		Street Address 2
1801 EAST 9TH ST, SUITE 1425
City	State/Province/Country	ZIP/Postal Code
CLEVELAND	OHIO	44114
State(s) of Solicitation     All States     Non-US/Foreign
AL   AK   AZ   AR   CA   CO   CT   DE   DC X FL   GA   HI   ID   IL   IN   IA   KS   KY   LA   ME   MD   MA X MI   MN   MS   MO   MT   NE   NV   NH   NJ   NM X NY   NC   ND X OH   OK   OR X PA   RI   SC   SD   TN X TX   UT   VT   VA   WA   WV   WI   WY   PR

13. Offering and Sales Amounts

Total Offering Amount	$		USD	or   X Indefinite
Total Amount Sold	$	50,000	USD
Total Remaining to be Sold	$		USD	or   X Indefinite

Clarification of Response (if Necessary):

Offering has been terminated

14. Investors

	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions		$	4,000	USD	Estimate
Finders' Fees		$	0	USD	Estimate

Clarification of Response (if Necessary):

$2,000 in cash, balance paid by delivery of five-year warrant to purchase common equity,

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$

0

USD

Estimate

Clarification of Response (if Necessary):

 

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission

In submitting this notice, each identified issuer is:
	•		Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
	•		Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
	•		Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
PEN INC.	/s/ Jeanne M. Rickert	Jeanne M Rickert	General Counsel & Secretary	2016-07-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

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