UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2020

 

Nano Magic Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-11602   47-1598792

(State or other jurisdiction of

incorporation or organization)

  (Commission
File No.)
 

(I.R.S. Employer

Identification No.)

 

750 Denison Court, Bloomfield Hills, MI 48302

(Address of principal executive offices) (Zip Code)

 

(844) 736-6266

(Registrant’s telephone number, including area code)

 

N/A

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 7.01. Regulation FD Information.

 

On May 6, 2020, Nano Magic Inc. (the “Company”) issued a press release announcing, in connection with an Order of Suspension of Trading (the “Order”) issued on April 30, 2020 by the Securities and Exchange Commission (the “SEC”), that neither the Company, nor its officers or directors, were the source of “information in the marketplace claiming that the Company has a patent for a disinfectant that kills ‘coronavirus’” referenced in the Order instituting a 10-day suspension in the trading of the Company’s securities that the SEC described as in the public interest and the protection of investors. The Company believes that the “information” to which the SEC refers is information that may have been posted by third parties published on internet message boards.

 

The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press release of the registrant dated May 6, 2020.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NANO MAGIC INC.
     
Date: May 6, 2020 By: /s/ Tom J. Berman
    Tom J. Berman
    President

 

 

 

 

Exhibit 99.1

 

 

Nano Magic Inc. Responds to Securities Trading Suspension

 

 

For Immediate Release

 

 

DETROIT, Michigan – May 6, 2020 – Nano Magic Inc. (OTCMKT: NMGX), , announced today, in connection with an Order of Suspension of Trading issued on April 30, 2020 by the Securities and Exchange Commission (“SEC”), that neither the Company, nor its officers or directors were the source of “information in the marketplace claiming that the Company has a patent for a disinfectant that kills ‘coronavirus’” referenced in the Order instituting a 10-day suspension in the trading of the Company’s securities that the SEC described as in the public interest and the protection of investors. The Company believes that the “information” to which the SEC refers is information that may have been posted by third parties on internet message boards.

 

The Company cautions investors to rely only on information released by the Company in its current and periodic reports filed with the SEC, and in press releases that the Company, from time to time, may issue. The Company has a strict policy of not communicating on internet message boards and a policy of not communicating with persons seeking to obtain information from the Company outside of the Company’s public filings and official statements.

 

The SEC, in 2013, published a warning for investors that the internet enables individuals and companies “to communicate with a large audience … by … posting a message on an online bulletin board, entering a discussion in a live ‘chat’ room, or sending mass e-mails….But it’s nearly impossible for investors to tell the difference between fact and fiction.” Accordingly, persons interested in accurate and current information about the Company only should consult the Company’s public SEC filings and official statements. The Company stands fully behind the accuracy of its public SEC filings and official statements.

 

The Company at no time and in no medium has communicated or published information claiming that “the Company has a patent for a disinfectant that kills ‘coronavirus.’” The Company has no knowledge of the source of such information entering the marketplace. The Company’s practice is to cooperate with non-public inquiries conducted by regulators.

 

The Company does have four issued patents – two issued in April 2017, one issued in November 2018, and one issued in October 2019 – relating to the Company’s work in disinfectants. The testing on the Company’s formulations for the four patents all occurred prior to the filing in 2015 of the patent applications. There is no reference to the specific strain of coronavirus that is the subject of current popular and widespread interest and possible solutions in any of the four patent applications because the newest strain of coronavirus was unknown at the time of the patent applications.

 

 

 

 

The Company looks forward to the resumption of the trading of its securities, at which time investors should rely only on information published by the Company.

 

The Company has retained experienced outside counsel to address any questions that the SEC may raise that relate to the 10-day suspension of trading in the Company’s securities. The SEC imposed a 10-day trading suspension; the SEC did not bring a civil enforcement action against the Company or any of its officers or directors. The Company is actively continuing its business operations.

 

About Nano Magic Inc.

 

Nano Magic Inc. (OTCMKT: NMGX) is a leader in creating and bringing to market cutting-edge nanotechnology powered applications formulated and packaged in the U.S.A. with special expertise in liquid products to apply to surfaces such as glass, porcelain, and ceramic. Consumer products include lens care, electronic device hygiene and protection, anti-fog solutions (sport and safety), as well as household cleaning and auto protection. Other applications include, interior/exterior display panels, touch screens, glass displays and screens, windshields, solar panels, glass countertops and display cases, china, porcelain, glass tableware, toilets, sinks, shower doors and more. Nano Magic also develops and sells printable inks and pastes, and graphene foils. Nano Magic’s Innovation and Technology Center in Austin, TX engages in contract research and development work for government and private customers. Nano Magic focuses on innovative and advanced product solutions harnessing the magic power of nanotechnology to create a safer, more socially conscious, and higher performing world.

 

Safe Harbor Statement 

 

This press release contains forward-looking statements that involve risks and uncertainties, many of which are outside of our control, concerning our business, products, and financial results. Actual results may differ materially from the results discussed.  More information about our business, products, and financial results are included in our annual report on Form 10-K for the fiscal year ended December 31, 2018, and in reports subsequently filed by us with the Securities and Exchange Commission (“SEC”).  

 

All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) at www.sec.gov or from our website listed above. All forward-looking statements apply only as of the date hereof. We hereby disclaim any obligation to publicly update the information provided above, including forward-looking statements, to reflect subsequent events or circumstances, except as required by law.

 

Contact Information

Jeanne Rickert, Esq., General Counsel

j.rickert@nanomagic.com

(844) 273-6462