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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
|
Nano Magic Inc. (Name of Issuer) |
Common stock (Title of Class of Securities) |
63010N105 (CUSIP Number) |
Ronald Berman 31601 RESEARCH PARK DRIVE, MADISON HEIGHTS MICHIGAN, MI, 48071 561-339-3198 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2024 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reporting person is an LLC
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reporting person is an LLC
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reporting person is an LLC
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reporting person is an LLC
SCHEDULE 13D
|
| CUSIP No. | 63010N105 |
| 1 |
Name of reporting person
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 (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
MICHIGAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,084,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reporting person is an LLC
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock |
| (b) | Name of Issuer:
Nano Magic Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
31601 RESEARCH PARK DRIVE, MADISON HEIGHTS, MICHIGAN,
MICHIGAN
, 48071. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Ronald J. Berman beneficially owns 12,874,686 shares or 50.0%, of which he has the right to acquire (now or in 60 days) 7,273,750 shares or 28.2%.
Tom J. Berman beneficially owns 14,155,862 shares or 55.0%, of which he has the right to acquire (now or in 60 days) 8,985,478 shares or 34.9%.
PEN Comeback, LLC beneficially owns 3,349,467 shares or 13.0%, of which it has the right to acquire (now or in 60 days) 2,074,101 shares or 8.1%.
PEN Comeback 2, LLC beneficially owns 2,842,670 shares or 11.0%, of which it has the right to acquire (now or in 60 days) 1,977,889 shares or 7.7%.
Magic Growth, LLC beneficially owns 1,961,496 shares or 7.6%, of which it has the right to acquire (now or in 60 days) 980,725 shares or 3.8%.
Magic Growth 2 LLC beneficially owns 2,308,912 shares or 9.0%, of which it has the right to acquire (now or in 60 days) 1,154,450 shares or 4.5%
Magic Growth 3 LLC beneficially owns 1,483,254 shares or 5.8%, of which it has the right to acquire (now or in 60 days) 741,585 shares or 2.9%. |
| (b) | Ronald J. Berman has sole power to vote and sole power to direct the disposition of 928,887 shares, and has shared voting and dispositive power over 11,945,799 shares.
Tom J. Berman has sole power to vote and sole power to direct the disposition of 2,210,063 shares, and has shared voting and dispositive power over 11,945,799 shares.
PEN Comeback, LLC has sole voting and dispositive power over 3,349,467 shares, and has no shared voting or dispositive power.
PEN Comeback 2, LLC has sole voting and dispositive power over 2,842,670 shares, and has no shared voting or dispositive power.
Magic Growth, LLC has sole voting and dispositive power over 1,961,496 shares, and has no shared voting or dispositive power.
Magic Growth 2 LLC has sole voting and dispositive power over 2,308,912 shares, and has no shared voting or dispositive power.
Magic Growth 3 LLC has sole voting and dispositive power over 1,483,254 shares, and has no shared voting or dispositive power. |
| (c) | Each of Ronald J. Berman and Tom J. Berman was awarded options to purchase 100,000 shares as compensation for service as a director of the issuer. In addition, Tom J. Berman vested in options to purchase 250,000 shares granted to him as part of his employment contract. |
| SIGNATURE | |
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.
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