Current Report Filing (8-k)
June 04 2020 - 3:29PM
Edgar (US Regulatory)
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 31, 2020
Nano
Magic Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-11602
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47-1598792
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
No.)
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(I.R.S.
Employer
Identification
No.)
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750
Denison Court, Bloomfield Hills, MI 48302
(Address
of principal executive offices) (Zip Code)
(844)
736-6266
(Registrant’s
telephone number, including area code)
Former
name or former address, if changed since last report:
Title
of each class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Class A Common Stock,
$0.0001 par value
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NMGX
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OTC Markets
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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:
[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Effective
May 31, 2020, we entered into a lease for a 29,220 square foot building in Madison Heights, Michigan. The occupancy date and rent
commencement date is October 1, 2020. By that date, the landlord, Magic Research LLC, is required to have completed tenant improvements
to accommodate our office and manufacturing needs. When we are established in the new facility, we expect to vacate our facility
in Brooklyn Heights, Ohio as our lease there expires in September 2020.
The
new lease has a term of seven years with a renewal option at the end of the initial term for an additional 3-year term, and a
second renewal option thereafter for an additional 5-year term. As the sole tenant, we are responsible for all taxes, ordinary
maintenance, snow removal and other ordinary operating expenses. Rent is $6.50 per square foot, increasing by $0.25 per year.
We also have the right for during the first three years to buy a up to a 49% interest in Magic Research LLC for a price equal
to 49% of the contributions received from other members.
Ron
Berman, one of our directors, and his son Tom Berman, our CEO and a director, each have a 2.08% ownership interest in Magic Research
LLC. The manager of Magic Research LLC is Magic Research Management LLC; Ron Berman and Tom Berman are two of its
three co-managers. Compensation to Magic Research Management LLC is $10,000 per year to oversee the recordkeeping, tax
return preparation, oversight of tenant improvements and other operating costs for the landlord.
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with the lease described above, we issued the landlord warrants to purchase up to 410,000 shares of our Class A common
stock at a warrant exercise price of $1.50 per share. The warrants are exercisable after we have additional authorized shares
of stock until the fourth anniversary of the date of the lease
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.
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Nano Magic Inc.
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Date: June 4, 2020
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By:
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/s/
Tom J. Berman
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President & CEO
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