Form SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Amendment No. 6

 

Nano Magic Inc.
(Name of Issuer)

 

Common Stock
(Title of Class of Securities)

 

63010N 105
(CUSIP Number)

 

Ronald J. Berman
750 Denison Court
Bloomfield Hills MI 48302
844-273-6462
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 12, 2020
(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

 

 

 

316,690 shares

(8) Shared voting power 9,804,010 shares
(9) Sole dispositive power 316,690 shares
(10) Shared dispositive power 9,804,010 shares
(11) Aggregate amount beneficially owned by each reporting person 10,374,947 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) 72.9% 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

 

 

 

254,247 shares

(8) Shared voting power 9,804,010 shares
(9) Sole dispositive power 254,247 shares
(10) Shared dispositive power 9,804,010 shares
(11) Aggregate amount beneficially owned by each reporting person 10,374,947 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) 72.9% 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

 

 

 

4,148,202 shares

(8) Shared voting power 0
(9) Sole dispositive power 4,148,202 shares
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 10,374,947 shares
(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) 72.9% 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 10,374,947 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) 72.9% 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

 

 

 

1,699,976 shares

(8) Shared voting power 0
(9) Sole dispositive power 1,699,976 shares
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 10,347,947 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) 72.9% fully diluted
(14) Type of reporting person (see instructions) OO

 

 

 

 

Item 1. Security and Issuer.

 

Common Stock of Nano Magic Inc.

750 Denison Court, Bloomfield Hills, MI 48302

 

Item 2. Identity and Background.

 

(a) Ronald J. Berman Tom J. Berman

PEN Comeback, LLC

PEN Comeback 2, LLC

Magic Growth, LLC

       
(b) 750 Denison Court, Bloomfield Hills, MI 48302 750 Denison Court, Bloomfield Hills, MI 48302 750 Denison Court, Bloomfield Hills, MI 48302
       
(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 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 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   10,120,700    71.1    4,911,209    36.0 
Tom J. Berman   10,058,257    70.7    5,134,465    37.6 
PEN Comeback, LLC   4,148,202    29.1    2,074,101    15.2 
PEN Comeback 2, LLC   3,955,832    27.8    1,977,889    13.9 
Magic Growth, LLC   1,699,976    11.9    849,975    6.0 
Group Total   10,374,947    72.9    5,143,709    37.7 

 

(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   316,690    2.2    9,804,010    68.9 
Tom J. Berman   254,247    1.8    9,804,010    68.9 
PEN Comeback, LLC   4,148,202    29.1    0    0 
PEN Comeback 2, LLC   3,955,832    27.8    0    0 
Magic Growth, LLC   1,699,796    11.9    0    0 

 

(c) On August 12, 2020 Magic Growth, LLC purchased 461,539 shares of common stock of the issuer and warrants, now exercisable, to purchase up to 461,525 shares of common stock of the issuer. Ronald J. Berman and Tom J. Berman control the voting and disposition of the shares and warrants acquired by Magic Growth, LLC. In addition, on August 17, 2020 Tom J. Berman and Ronald J. Berman each received an in-kind distribution from another investment entity of warrants to purchase up to 7,500 shares of common stock 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 and Magic Growth, LLC. They each have 50% of the vote in the entity that is the voting member.

 

In PEN Comeback, LLC, PEN Comeback 2, LLC and Magic Growth, LLC 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.

 

 

 

 

Item 7. Material to Be Filed as Exhibits.

 

Joint Filing Agreement (previously filed with Amendment No. 5 to Schedule 13D filed by the Reporting Persons on July 15, 2020)

 

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
  August 18, 2020

 

  /s/ Tom J. Berman
  Tom J. Berman
  August 18, 2020
     
  PEN Comeback, LLC
  By: PEN Comeback Manager, LLC
     
  By: /s/ Tom J. Berman
    Manager
    August 18, 2020
     
  PEN Comeback 2, LLC
  By: PEN Comeback Manager, LLC
     
  By: /s/ Tom J. Berman
    Manager
    August 18, 2020
     
  Magic Growth, LLC
  By: PEN Comeback Manager, LLC
     
  By: /s/ Tom J. Berman
    Manager
    August 18, 2020