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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2021

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

COMMISSION FILE NO. 1-11602

 

NANO MAGIC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   47-1598792
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

31601 Research Park Drive, Madison Heights, MI 48071

(Address of principal executive office, including Zip Code)

 

Registrant’s telephone number, including area code: (844) 273-6462

 

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

 

Title of each class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value   NMGX   OTC Markets

 

Securities registered pursuant to Section 12(g) of the Exchange Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐Yes ☒ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
   
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company

 

Emerging growth company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No.

 

As of November 9, 2021, the registrant had 9,657,347 shares of Common Stock issued and outstanding.

 

 

 

 

 

 

Nano Magic Holdings Inc.

 

INDEX

 

    Page
Part I. Financial Information
     
  Item 1. Financial Statements (Unaudited) F-1
     
  Condensed Consolidated Statements of Operations—Three and Nine Months Ended September 30, 2021 and 2020 F-1
     
  Condensed Consolidated Balance Sheets—September 30, 2021 and December 31, 2020 F-2
     
  Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2021 and 2020 F-3
     
  Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2021 and 2020 F-4
     
  Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2021 and 2020 F-5
     
  Notes to Unaudited Condensed Consolidated Financial Statements F-6
     
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
     
  Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
     
  Item 4. Controls and Procedures 9
     
Part II. Other Information
     
  Item 1. Legal Proceedings 10
     
  Item 1A. Risk Factors 10
     
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
     
  Item 3. Defaults Upon Senior Securities 10
     
  Item 4. Mine Safety Disclosures 10
     
  Item 5. Other Information 10
     
  Item 6. Exhibits 10
     
Signatures 11

 

2

 

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-Q contains certain forward-looking statements that we believe are within the meaning of the federal securities laws. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-Q containing the words “believes,” “anticipates,” “plans,” “expects” and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties.

 

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate and actual results may differ from those indicated by the forward-looking statements included in this Form 10-Q. In light of the significant uncertainties inherent in the forward-looking statements included in this Form 10-Q, you should not consider the inclusion of such information as a representation by us or anyone else that we will achieve such results. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

 

3

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

NANO MAGIC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

    2021     2020     2021     2020  
    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
    2021     2020     2021     2020  
                         
REVENUES:                                
                                 
Products   $ 621,116     $ 983,628     $ 3,933,959     $ 2,133,407  
Contract services     70,601       117,219       437,501       568,098  
                                 
Total Revenues     691,717       1,100,847       4,371,460       2,701,505  
                                 
COST OF REVENUES:                                
Products     579,066       541,272       2,210,007       1,364,870  
Contract services     84,377       132,663       417,057       454,566  
                                 
Total Cost of Revenues     663,443       673,935       2,627,064       1,819,436  
                                 
GROSS PROFIT     28,274       426,912       1,744,396       882,069  
                                 
OTHER OPERATING INCOME     51,571      

-

      552,109       -  
                                 
OPERATING EXPENSES:                                
Selling and marketing expenses     59,203       9,032       136,423       24,915  
Salaries, wages and related benefits     485,033       184,675       1,818,365       493,139  
Research and development     2,482       22,383       11,795       53,418  
Professional fees    

196,257

      145,140      

606,782

      629,313  
General and administrative expenses     169,709       176,062      

648,529

      449,367  
                                 
Total Operating Expense    

912,684

      537,292       3,221,894       1,650,152  
                                 
LOSS FROM OPERATIONS     (832,839 )     (110,380 )     (925,389 )     (768,083 )
                                 
OTHER INCOME (EXPENSE):                                
Loan forgiveness     79,305       -       79,305       -  
Interest expense     (4,357 )     (685 )     (14,632 )     (3,312 )
Miscellaneous income (expense), net     322       455       (53 )     692  
                                 
Total Other Income (Expense)     75,270       (230 )     64,620       (2,620 )
                                 
NET LOSS   $ (757,569 )   $ (110,610 )   $ (860,769 )   $ (770,703 )
                                 
NET LOSS PER COMMON SHARE:                                
Basic   $ (0.08 )   $ (0.01 )   $ (0.09 )   $ (0.11 )
Diluted   $ (0.08 )   $ (0.01 )   $ (0.09 )   $ (0.11 )
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                                
Basic     9,657,347       7,487,260       9,411,574       7,255,244  
Diluted     9,657,347       7,487,260       9,411,574       7,255,244  

 

See accompanying notes to consolidated financial statements.

 

F-1

 

 

NANO MAGIC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

    September 30     December 31  
    2021     2020  
ASSETS                
                 
CURRENT ASSETS:                
Cash   $ 1,014,971     $ 288,134  
Investments     10,716       10,473  
Accounts receivable, net     224,927       1,235,069  
Accounts receivable - related party     1,390       -  
Inventory, net     1,279,134       841,694  
Prepaid expenses and contract assets     482,262       278,461  
Total Current Assets     3,013,400       2,653,831  
Operating lease right-of-use assets     1,363,132       1,518,308  
Property, plant and equipment, net     639,690       613,471  
Other assets     5,890       5,890  
Total Assets   $ 5,022,112     $ 4,791,500  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
CURRENT LIABILITIES:                
Accounts payable   $ 715,259     $ 1,136,756  
Accounts payable - related parties     -       12,000  
Accrued expenses and other current liabilities     157,068       351,075  
Customer deposits     52,968       -  
Current portion of debt     226,196       97,581  
Advances from related parties     107,887       145,387  
Current portion of operating lease liabilities     160,751       186,898  
Contract liabilities     43,286       90,562  
Total Current Liabilities     1,463,415       2,020,259  
Debt, net of current portion     129,925       178,300  
Operating lease liabilities, net of current portion     965,603       1,195,521  
Total Liabilities     2,558,943       3,394,080  
                 
Commitments and Contingencies (See Note 7)     -           
                 
STOCKHOLDERS’ DEFICIT:                
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding     -       -  
Class A common stock: $0.0001 par value, 30,000,000 shares authorized; 9,657,347 and 8,459,995 issued and outstanding at September 30, 2021 and December 31, 2020, respectively     965       846  
Additional paid-in capital     11,793,573       9,867,174  
Accumulated deficit     (9,331,369 )     (8,470,600 )
Total Stockholders’ Equity     2,463,169       1,397,420  
Total Liabilities and Stockholders’ Equity   $ 5,022,112     $ 4,791,500  

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

 

NANO MAGIC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

 

    Shares     Amount     Capital     Deficit     Equity  
    Class A Common Stock    

Additional

Paid-in

    Accumulated    

Total

Stockholders’

 
    Shares     Amount     Capital     Deficit     Equity  
                               
Balance, June 30, 2021     9,657,347     $ 965     $ 11,668,572     $ (8,573,800 )   $ 3,095,737  
                                         
Stock based compensation     -       -       125,001       -       125,001  
                                         
Net loss     -       -       -       (757,569 )     (757,569 )
                                         
Balance, September 30, 2021     9,657,347     $ 965     $ 11,793,573     $ (9,331,369 )   $ 2,463,169  
                                         
Balance, June 30, 2020     7,199,942     $ 720     $ 8,458,929     $ (8,349,638 )   $ 110,011  
                                         
Common stock issued for cash, net of issuance costs     1,260,053       126       1,225,837       -       1,225,963  
                                         
Warrants, options, and warrant options on private placement     -       -       49,038       -       49,038  
                                         
Stock based compensation     -       -      

39,178

      -      

39,178

 
                                         
Net loss     -       -       -       (110,610 )     (110,610 )
                                         
Balance, September 30, 2020     8,459,995     $ 846     $ 9,772,982     $ (8,460,248 )   $ 1,313,580  

 

See accompanying notes to consolidated financial statements.

 

F-3

 

 

NANO MAGIC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

 

    Class A Common Stock    

Additional

Paid-in

    Accumulated    

Total

Stockholders’

 
    Shares     Amount     Capital     Deficit     Equity  
                               
Balance, December 31, 2020     8,459,995     $ 846     $ 9,867,174     $ (8,470,600 )   $ 1,397,420  
                                         
Common stock issued for cash, net of issuance costs     1,154,462       115       1,442,962       -       1,443,077  
                                         
Common stock issued for services     42,890       4       40,996       -       41,000  
                                         
Warrants , options, and warrant options on private placement     -       -       57,723       -       57,723  
                                         
Stock based compensation     -       -       384,718       -       384,718  
                                         
Net loss     -       -       -       (860,769 )     (860,769 )
                                         
Balance, September 30, 2021     9,657,347     $ 965     $ 11,793,573     $ (9,331,369 )   $ 2,463,169  
                                         
Balance, December 31, 2019     6,222,881     $ 622     $ 7,242,067     $ (7,689,545 )   $ (446,856 )
                                         
Common stock issued for cash, net of issuance costs     2,216,066     222     2,028,684       -     2,028,906  
                                         
Common stock issued for services     21,048     2     11,998       -     12,000  
                                         
Stock based compensation     -     -     92,420             92,420  
                                         
Warrants , options, and warrant options on private placement     -       -     86,095       -     86,095  
                                         
Warrants issued in connection with building lease     -       -     311,718             311,718  
                                         
Stock subscription payable     -       -     -                  
                                         
Net loss     -       -       -       (770,703 )     (770,703 )
                                         
Balance, September 30, 2020     8,459,995     $ 846     $ 9,772,982     $ (8,460,248 )   $ 1,313,580  

 

See accompanying notes to condensed consolidated financial statements.

 

F-4

 

 

NANO MAGIC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

    2021     2020  
    For the Nine Months Ended  
    September 30,  
    2021     2020  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (860,769 )   $ (770,703 )
Adjustments to reconcile net loss to net cash used by operating activities:                
Change in inventory obsolescence reserve     75,000       (152,020 )
Depreciation and amortization expense     78,365       41,150  
Gain on sale of property, plant and equipment, net     -       (450 )
Gain on forgiveness of loan     (79,305 )     -  
Bad debt expense     -        10,053  
Stock-based compensation     430,718       104,420  
Change in operating assets and liabilities:                
Accounts receivable     1,010,142       (378,141 )
Accounts receivable - related party     (1,390 )     -  
Inventory     (512,440 )     (179,444 )
Prepaid expenses and contract assets     (203,803 )     (125,884 )
Accounts payable     (529,925 )     (16,207 )
Accounts payable - related party     (12,000 )     (4,000 )
Operating lease liabilities     49,095       513,213  
Customer deposits     52,208       3,682  
Accrued expenses     (89,816 )     140,258  
Contract liabilities     (47,276 )     (100,597 )
                 
NET CASH USED BY OPERATING ACTIVITIES     (641,196 )     (914,670 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Repayment of bank loans     -       (237 )
Net activity CD investments     (243 )        
Lease incentive receivable     -       (400,000 )
Capitalized lease cost     -       (311,718 )
Construction in progress     -       (178,676 )
Purchases of property, plant and equipment     (104,584 )     (46,514 )
                 
NET CASH USED BY INVESTING ACTIVITIES     (104,827 )     (937,145 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from bank lines of credit     -       -  
Repayment of bank loans     -       (20,868 )
Proceeds from bank loans     79,305       132,593  
Proceeds from sale of common stock and warrants     1,500,800       2,426,718  
Repayment of advances from related parties     (37,500 )     -  
Repayment of debt     (69,745 )     (4,000 )
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES     1,472,860       2,534,443  
                 
NET INCREASE IN CASH     726,837       682,628  
                 
CASH, beginning of year     288,134       216,801  
                 
CASH, end of period   $ 1,014,971     $ 899,429  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                
Cash paid during the period:                
Interest   $ 14,632     $ 3,312  

 

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

 

NANO MAGIC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(unaudited)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

Nano Magic Holdings Inc. (“we”, “us”, “our”, “Nano Magic” or the “Company”), a Delaware corporation, develops and sells a portfolio of nano-layer coatings, nano-based cleaners, and nano-composite products based on its proprietary technology, and performs nanotechnology product research and development generating revenues through performing contract services. On March 3, 2020, we changed our name from PEN Inc. to Nano Magic Inc. and on March 2, 2021 we changed our name to Nano Magic Holdings Inc.

 

Through the Company’s wholly-owned subsidiary, Nano Magic LLC, formerly known as PEN Brands LLC, we develop, manufacture and sell consumer and institutional products using nanotechnology to deliver unique performance attributes at the surfaces of a wide variety of substrates. These products are marketed internationally directly to consumers and also to retailers and other institutional customers. On March 31, 2020, PEN Brands LLC changed its name to Nano Magic LLC.

 

Through the Company’s wholly-owned subsidiary, Applied Nanotech, Inc., we primarily perform contract research services for the Company and for governmental and private customers.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by US GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. The balance sheet at December 31, 2020 has been derived from the audited financial statement at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2020 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on May 28, 2021.

 

F-6

 

 

Going Concern Matters and Management’s Plan

 

As indicated in the accompanying condensed consolidated financial statements, the company has positive working capital on September 30, 2021 and at December 31, 2020, including $1,014,971 and $288,134 of cash at September 30, 2021 and December 31, 2020, respectively. The company had cash used by operations of $641,196 for the nine-months ended September 30, 2021, and a net loss of $860,769 for the period and a net loss of $781,055 and negative cash flows from operations of $2,001,044 for the year ended December 31, 2020. The consolidated statement of operations also reflects an increase in Product sales of $1,800,552 or 84% for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. Management has considered whether there is substantial doubt about its ability to continue as a going concern in light of the operating losses and historical negative cash flows from operations. Considering the increased sales generating increased revenue, the cash flow for the first three quarters of 2021 and the positive working capital at September 30, 2021 and December 31, 2020, the Company believes that its capital resources and anticipated financing are sufficient to maintain its business operations for the next twelve months. Moreover, the Company is implementing a marketing plan under which management projects sales to increase in 2021 and 2022 as compared to 2020 that are expected to contribute additional funds to maintain operations.

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. They do not include any adjustments related to the recoverability and/or classification of the recorded asset amounts and/or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 2 – INVENTORY

 

At September 30, 2021 and December 31, 2020, inventory consisted of the following:

    September 30,
2021
    December 31,
2020
 
Raw materials   $ 1,051,140     $ 632,055  
Work-in-progress     81,431       176,392  
Finished goods     336,229       147,913  
 Inventory, gross     1,468,800       956,360  
Less: reserve for obsolescence     (189,666 )     (114,666 )
Inventory, net   $ 1,279,134     $ 841,694  

 

NOTE 3 – FACTORING

 

Since September 1, 2020, The Company has participated in a factoring program with NOWaccount ® Network Corporation (“NOW”). At the time of a sale, NOW buys the receivables at a discount, based on the due date and other terms. Costs associated with this program were $1,451 and $10,511 for the three-month and nine-month periods ended September 30, 2021, respectively.

 

NOTE 4 – DEBT

 

On February 10, 2015, Nano Magic entered into a $373,000 promissory note (the “Equipment Note”) with KeyBank, N.A. (the “Bank”). The unpaid principal balance of this Equipment Note is payable in 60 equal monthly instalments payments of principal and interest through June 10, 2020. The Equipment Note is secured by certain equipment, as defined in the Equipment Note, and bears interest computed at a rate of interest of 4.35% per annum based on a year of 360 days. On June 18, 2019, Nano Magic entered into an Amendment to the Equipment Note with the Bank. By the amendment, the maturity date of the note was extended until April 10, 2022, the interest rate was raised to 6.29% per year, and the monthly payments were reduced to $4,053 per month, including interest. At September 30, 2021, the principal amount due under the Equipment Note amounted to $52,991 and is current.

 

F-7

 

 

On May 8, 2020, Nano Magic LLC obtained a loan from Fifth Third Bank for $130,900 under the Small Business Administration Paycheck Protection Program. The loan bears interest at 1.00% and is payable in monthly instalments of principal and interest in the amount of $7,330. On August 6, 2021 we completed the loan forgiveness application with Fifth Third Bank for the Paycheck Protection Plan loan we received through that bank. As of September 30, 2021, the balance on the loan was the full principal amount and is current. On November 9, 2021 we were notified by Fifth Third Bank that the Small Business Administration had reviewed our loan forgiveness application filed earlier and that the entire amount of the loan to Nano Magic LLC was forgiven.

 

On August 11, 2020, the company entered into a finance lease for furniture. We financed $60,684 over a period of 36 months with monthly payments of $1,972 during that time. As of September 30, 2021, the balance on the lease was $39,316; the current and non-current portions were $20,509 and $18,807 respectively.

 

On September 24, 2020, the company entered into a finance lease with Raymond Leasing Corporation for a forklift. Nano Magic LLC financed $14,250. The lease term is 36 months with monthly payments of $425. As of September 30, 2021, the balance on the lease was $8,948; the current and non-current portions were $3,971 and $4,977, respectively.

 

In December 2020, the company entered into a finance lease for production equipment. We financed $85,000 over a period of 48 months with monthly payments of $2,135 during that time. As of September 30, 2021, the balance on the lease was $69,083; the current and non-current portions were $17,825 and $51,258, respectively.

 

On February 1, 2021, our subsidiary Applied Nanotech obtained a loan from Amegy Bank of Texas for $79,305 under the Small Business Administration Paycheck Protection Program. On August 11, 2021 we were notified by Amegy Bank that the Small Business Administration had reviewed our loan forgiveness application filed earlier and that the entire amount of the loan to Applied Nanotech Inc. was forgiven.

 

Other Applied Nanotech long term debt was $54,883 as of September 30, 2021.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

During the nine-month period ended September 30, 2021, we accrued $12,000 in fees for each of the directors for second and third quarter board meetings. We did not have a board meeting in the first quarter of 2021. In August, pursuant to authorization granted by the Board in May, we entered into indemnification agreements with our directors.

 

Other compensation paid to directors as salary, bonus, and/or consulting fees was:

 

    Three months ended
September 30,
    Nine months ended
September 30,
 
    2021     2020     2021     2020  
Ronald J. Berman   $ 30,000     $ 39,000     $ 137,693     $ 176,700  
Tom J. Berman   $ 35,207     $ 75,764     $ 304,704     $ 165,764  
Jeanne M Rickert   $ -     $ 3,000     $ -     $ 7,000  
Scott E. Rickert   $ -     $ 3,000     $ -     $ 7,000  

  

Mr. Ron Berman and Mr. Tom Berman are the managers of the limited liability company that is the manager of PEN Comeback, LLC, PEN Comeback 2, LLC, Magic Growth, LLP and Magic Growth 2 LLC. These four limited liability companies purchased shares of common stock and derivative securities from us in 2018, 2019, 2020, and 2021. See the subsection on Sales of Stock under Issuances of Common Stock in Note 6.

 

In addition, Mr. Tom Berman and Mr. Ron Berman are two of three individuals who share voting power of the sole manager of the limited liability company that is our landlord in Michigan. Together, Tom and Ron Berman hold, in the aggregate, a 5% economic interest in the landlord entity. The lease for the Michigan facility gives us the right, during the first three years of the lease, to buy up to a 49% interest in the landlord for a price equal to 49% of the contributions received from other members.

 

F-8

 

 

NOTE 6 - STOCKHOLDERS’ EQUITY

 

Description of Preferred and Common Stock

 

On July 2, 2020, we amended and restated our certification of incorporation to eliminate the Company’s Class B common stock and Class Z common stock and rename as “common stock” the Company’s Class A Common Stock. As part of the amendment, we increased the number of authorized shares of common stock from 7,200,000 to 30,000,000. The par value of the common stock remained the same at $0.0001 per common share. The Company is also authorized to issue 100,000 shares of Preferred Stock, par value $0.0001 per share.

 

Preferred Stock

 

The preferred stock may be issued in one or more series. The Company’s board of directors are authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series.

 

Common Stock

 

The rights of each share of common are the same with respect to dividends, distributions and rights upon liquidation. Holders of common stock each have one vote per share in the election of directors and other matters submitted to a vote of the stockholders.

 

Issuances of Common Stock

 

Common Stock Issued for Services and Stock Appreciation Rights

 

Pursuant to the agreement entered into on October 20, 2020, with the holder of substantially all the outstanding stock appreciation rights, on March 2, 2021, we issued 5,000 shares of common stock at value of $1.00 in partial settlement of that holder’s stock appreciation rights.

 

On March 2, 2021, we issued an aggregate of 37,890 shares of common stock to our directors as compensation to them for service on our Board. These shares were valued on that date at $0.95 per share based on the quoted price of the stock for a total value of $36,000.

 

Sales of Common Stock and Derivative Equity Securities

 

On March 2, 2021, the Company sold to Magic Growth 2 LLC, 769,231 shares of common stock for proceeds of $961,539 and warrants to purchase up to 769,225 shares of common stock for proceeds of $38,461. The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $2.00 per share. PEN Comeback Management, LLC, owned by Tom J. Berman and Ronald J. Berman, is the sole voting member of Magic Growth 2 LLC.

 

On March 17, 2021, the Company sold to Magic Growth 2 LLC, 385,231 shares of common stock for proceeds of $481,539 and warrants to purchase up to 385,225 shares of common stock for proceeds of $19,260. The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $2.00 per share.

 

In total for the nine months ended September 30, 2021, 1,154,462 shares of common stock were sold and issued for $1,443,077. Additionally, 1,154,450 warrants were sold for $57,723.

 

F-9

 

 

Stock Options

 

In connection with the three-year extension of the contract with our President and Chief Executive Officer, he was granted an option on March 3, 2021 to purchase up to 2,350,000 shares of common stock at an exercise price of $0.75. Vesting is as follows:

 

The right to purchase:   Consisting of:   Is vested on:
Tranche 1   150,000 Option Shares   June 30, 2021
Tranche 2   150,000 Option Shares   December 31, 2021
Tranche 3   150,000 Option Shares   June 30, 2022
Tranche 4   150,000 Option Shares   December 31, 2022
Tranche 5   150,000 Option Shares   June 30, 2023
Tranche 6   150,000 Option Shares   December 31, 2023
Tranche 7   Up to 150,000 Option Shares   If the aggregate sales bonus payable for 2021 exceeds $240,000
Tranche 8   Up to 150,000 Option Shares   If the aggregate sales bonus payable for 2022 exceeds $260,000
Tranche 9   Up to 150,000 Option Shares   If the aggregate sales bonus payable for 2023 exceeds $300,000
Tranche 10   Up to 1 million Option Shares   If a profit bonus is payable under the employment contract and the Board determines to pay some or all of it with options, the number vested as determined by the Board

 

On March 2, 2021, we granted an option to Ronald J. Berman as part of his consulting contract entered into on that day. Under the consulting agreement, Mr. Berman oversees sales and marketing for Nano Magic LLC and will work on special projects as requested by the President & CEO. His cash compensation is $10,000 per month, with bonuses from 1% to 3% on certain sales. He was also granted an option to purchase up to 100,000 shares at an exercise price of $0.75. Vesting for 75,000 shares is based on sales by Nano Magic LLC in 2021; 12,500 if sales in 2021 are $4 million, with additional tranches of 12,500 shares for each additional $1 million in sales. Vesting for the remaining 25,000 shares will occur if the Company realizes $1 million in EBITDA for 2021. Mr. Berman is a director and is the father of our President, Tom J. Berman.

 

On March 2, 2021, our Board adopted the Nano Magic 2021 Equity Incentive Plan described below.

 

On August 10, 2021 we issued the option to purchase up to 100,000 shares that had been approved by the Board in May, 2021 in connection with a consulting agreement. No options have been included in diluted earnings per share as they would be anti-dilutive.

 

    Number of
Options
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Term
(Years)
    Aggregate
Intrinsic
Value
 
Outstanding December 31, 2020     502,892     $ 0.89       3.25       220,000  
Exercised     -       -               -  
Issued     2,737,500     0.80               -  
Forfeited (unvested)     (101,697 )     0.75               -  
Expired (vested)     (1,550 )     77.41                -  
Outstanding September 30, 2021     3,137,145     $ 0.77      

5.18

    $  -  
                                 
Exercisable September 30, 2021     711,958     $ 0.72      

2.96

    $  -  

 

    September 30,
2021
    December 31,
2020
 
Stock options     3,137,145       502,892  
Stock warrants     6,597,178       5,443,440  
Total     9,734,323       5,946,332  

 

F-10

 

 

Warrants

 

As of September 30, 2021, there were outstanding and exercisable warrants to purchase 6,597,178 shares of common stock with a weighted average exercise price of $1.66 per share and a weighted average remaining contractual term of 28 months. As of September 30, 2021, there was no intrinsic value for the warrants. No warrants have been included in diluted earnings per share as they would be anti-dilutive.

 

2015 Equity Incentive Plan

 

On November 30, 2015, the Board of Directors authorized the 2015 Equity Incentive Plan. On December 31, 2019, we issued an aggregate of 102,500 shares to employees in settlement of accrued salaries totaling $66,615. On January 31, 2020 we granted an option to purchase 100,000 shares to a senior member of the sales team with vesting tied directly to 2020 sales goals. On April 8, 2021, the Board terminated the 2015 Equity Incentive Plan.

 

2021 Equity Incentive Plan

 

On March 2, 2021, our Board adopted the 2021 Nano Magic 2021 Equity Incentive Plan (the “Plan”) to allow equity compensation for those who provide services to the Company and to encourage ownership in the Company by personnel whose service to the Company is important to its continued progress, to encourage recipients to act as owners and thereby in the stockholders’ interest and to enable recipients to share in the Company’s success. Initially, 85,000 shares were available for issuance under the Plan and that number of options were also granted to employees on March 2, 2021. On April 8, 2021 the number of shares under the Plan was increased by 2,500, and an additional 2,500 options were granted. On June 21, 2021 an additional 200,000 shares were made available for issuance under the Plan and options for 100,000 shares were granted, but subsequently forfeited. On August 10, 2021 we issued the option to purchase up to 100,000 shares that had been approved by the Board in May, 2021 in connection with a consulting agreement.

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company may be, from time to time, subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. On May 28, 2021, we entered into a settlement and release with a former consultant under which we will pay $15,000 in three monthly installments commencing on June 1, 2021.

 

As of September 30, 2021 we were not a defendant in any proceedings. On August 3, 2021, we were notified of a collection suit for approximately $23,000 plus financing charges. We agreed to a negotiated settlement of the matter in August and the case was dismissed with prejudice on September 1, 2021. Our policy is to accrue costs for contingent liabilities, including legal proceedings or unasserted claims that may result in legal proceedings, when a liability is probable and the amount can be reasonably estimated.

 

As of September 30, 2021, the Company has not accrued any amount for litigation contingencies.

 

NOTE 8 – SEGMENT REPORTING

 

The Company’s principal operating segments coincide with the types of products to be sold. The products from which revenues are derived are consistent with the reporting structure of the Company’s internal organization. The Company’s two reportable segments for the three months ended September 30, 2021 and 2020 were the Product segment and the Contract services segment. The Company’s chief operating decision-maker has been identified as the Chairman and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon the Company’s management organization structure as of September 30, 2021 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers. As the Company primarily generates its revenues from customers in the United States, no geographical segments are presented.

 

F-11

 

 

Segment operating profit is determined based upon internal performance measures used by the chief operating decision-maker. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments.

 

Segment information available with respect to these reportable business segments for the three and nine months ended September 30, 2021 and 2020 was as follows:

 

                         
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2021     2020     2021     2020  
Revenues:                                
Product segment   $ 621,116     $ 983,628     $ 3,933,959     $ 2,133,407  
Contract services segment     70,601       117,219       437,501       568,098  
Total segment and consolidated revenues   $ 691,717     $ 1,100,847     $ 4,371,460     $ 2,701,505  
Cost of revenues:                                
Products   $ 579,066     $ 541,272     $ 2,210,007     $ 1,364,870  
Contract services segment     84,377       132,663       417,057       454,566  
Total segment and consolidated cost of revenues   $ 663,443     $ 673,935     $ 2,627,064     $ 1,819,436  
                                 
Gross profit (loss):                                
Product segment   $ 42,050     $ 442,356     $ 1,723,952     $ 768,537  
Contract services segment     (13,776 )     (15,444 )     20,444       113,532  
Total segment and consolidated gross profit   $ 28,274     $ 426,912     $ 1,744,396     $ 882,069  
Gross margin:                                
Product segment     6.8 %     45.0 %     43.8 %     36.0 %
Contract services segment     -19.5 %     -13.2 %     4.7 %     20.0 %
Total gross margin     4.1 %     38.8 %     39.9 %     32.7 %
Segment operating expenses:                                
Product segment, net   $ 818,674     $ 497,311     $ 2,543,421     $ 1,532,067  
Contract services segment     42,440       39,981       126,364       118,085  
Total segment operating expenses, net   $ 861,114     $ 537,292     $ 2,669,785     $ 1,650,152  
                                 
Loss from operations:                                
Product segment   $ (776,623 )   $ (54,955 )   $ (819,469 )   $ (763,529 )
Contract services segment     (56,216 )     (55,425 )     (105,920 )     (4,554 )
Total segment loss     (832,839 )     (110,380 )     (925,389 )     (768,083 )
Total consolidated loss from operations   $ (832,839 )   $ (110,380 )   $ (925,389 )   $ (768,083 )
                                 
Depreciation and amortization:                                
Product segment   $ 26,785     $ 33,922     $ 77,245     $ 41,150  
Contract services segment     290       (834 )     1,120       -  
Total segment depreciation and amortization   $ 27,075     $ 33,088     $ 78,365     $ 41,150  
Total consolidated depreciation and amortization   $ 27,075     $ 33,088     $ 78,365     $ 41,150  
                                 
Capital additions:                                
Product segment   $ 41,944     $ 41,919     $ 104,584     $ 46,514  
Contract services segment     -       -       -       -  
Total segment capital additions   $ 41,944     $ 41,919     $ 104,584     $ 46,514  
Total consolidated capital additions   $ 41,944     $ 41,919     $ 104,584     $ 46,514  

 

             
    September 30,
2021
    September 30,
2020
 
Segment total assets:                
Product segment   $ 3,733,955     $ 4,021,587  
Contract services segment     1,288,157       244,101  
Total consolidated total assets   $ 5,022,112     $ 4,265,688  

 

F-12

 

 

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying unaudited condensed consolidated financial statements.

 

OVERVIEW

 

Nano Magic develops, commercializes, and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. Our primary business is the formulation, marketing and sale of products enabled by nanotechnology including Nano Magic branded products and Ultra Clarity brand eyeglass cleaner, Clarity Defogit brand defogging products and Force field nanocoating products for glass and ceramics. Our design center conducts development services for us and for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows.

 

COVID-19 concerns continue to drive mask wearing. As the marketplace has recognized that anti-fog products can be effective, we have seen a significant rise in competition which has slowed sales increases. Other effects of the pandemic that affect business generally, for example, labor shortages, also affect us, making it harder for us to hire for both production and salaried positions. Supply chain disruptions also continue, leading to continued long lead times to get materials as well as on-going cost increases. We have also noted that our customers are changing their order patterns and this makes orders to us less predictable.

 

Our principal operating segments coincide with our different business activities and types of products sold. This is consistent with our internal reporting structure. Our two reportable segments for the three and nine months ended September 30, 2021 were (i) the Product Segment and (ii) the Contract services Segment. For the three and nine months ended September 30, 2020, the Company operated the same two segments.

 

RESULTS OF OPERATIONS

 

The following comparative analysis on results of operations was based primarily on the comparative condensed consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three and nine months ended September 30, 2021 and 2020.

 

4

 

 

Comparison of Results of Operations for the Three and Nine Months ended September 30, 2021 and 2020

 

Revenues:

 

For the three and nine months ended September 30, 2021 and 2020, revenues consisted of the following:

 

    Three Months Ended
September 30,
    Nine months Ended
September 30,
 
    2021     2020     2021     2020  
Revenue:                                
Product segment   $ 621,116     $ 983,628     $ 3,933,959     $ 2,133,407  
Contract services segment     70,601       117,219       437,501       568,098  
Total consolidated revenue   $ 691,717     $ 1,100,847     $ 4,371,460     $ 2,701,505  

 

For the three months ended September 30, 2021, sales from the Product segment decreased by $362,512 or 37% as compared to the three months ended September 30, 2020 because of strong antifog sales in 2020. For the nine months ended September 30, 2021 revenue from the Product segment increased by $1,800,552 or 84%, as compared to the nine months ended September 30, 2020. The increases were due to increased sales to new customers added in 2020, increased internet sales and new retail customers.

 

For the three months ended September 30, 2021, sales from the Contract services segment decreased by $46,618 or 40% as compared to the three months ended September 30, 2020 primarily due to less funding under government and private research contracts. For the nine months ended September 30, 2021 revenue from the Contract services segment decreased by $130,597 or 23%, as compared to the nine months ended September 30, 2020.

 

Cost of revenues

 

Cost of revenues includes inventory costs, materials and supplies costs, internal labor and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs incurred and costs related to government and private research contracts in our Contract services segment.

 

For the three months ended September 30, 2021, cost of revenues decreased by $10,492 or 2% as compared to the three months ended September 30, 2020. For the nine months ended September 30, 2021, cost of revenues increased by $807,628 or 44% as compared to the three months ended September 30, 2020. These changes are reflected in the chart that follows. We have seen some price increases and shortages for some of our raw materials and packaging as a result of the COVID-19 pandemic, but thus far we have been able to obtain adequate supply.

 

    Three Months ended
September 30,
    Nine months ended
September 30,
 
    2021     2020     2021     2020  
Cost of revenues:                                
Product segment   $ 579,066     $ 541,272     $ 2,210,007     $ 1,364,870  
Contract services segment     84,377       132,663       417,057       454,566  
Total segment & consolidated cost of revenues   $ 663,443     $ 673,935     $ 2,627,064     $ 1,819,436  

 

5

 

 

Gross profit and gross margin

 

For the three months ended September 30, 2021, gross profit decreased by $398,638 or 93%. For the nine months ended September 30, 2021, gross profit increased by $862,327 or 98%. Gross profit and gross margin by segment are as follows:

 

    Three Months Ended
September 30,
    Nine months Ended
September 30,
 
    2021     %     2020     %     2021     %     2020     %  
Gross profit:                                                                
Product segment *   $ 42,050       6.8 %   $ 442,356       45.0 %   $ 1,723,952       43.8 %   $ 768.536       36.0 %
Contract services segment *   (13,776 )     (19.5 )%     (15,444 )     (13.3 )%   20,444       4.7 %     113,532       20.0 %
Total gross profit   $ 28,274       4.1 %   $ 426,912       38.8 %   $ 1,744,396       39.9 %   $ 882,069       32.7 %

 

* Gross margin % based on respective segments revenues.

 

For the three months ended September 30, 2021, as compared to the comparable 2020 period, the gross profit in the Product segment decreased by $400,306 or 90% because of lower sales volume. For the nine months period gross profit increased $955,415 or 124% for the period ended September 30, 2021, as compared to the nine months ended September 30, 2020. For the three- and nine-month periods the changes were due to product mix and higher volumes. The gross profit for the Contract research segment for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 increased by $1,668 or 11% and decreased by $93,088 or 82% for the nine months ended September 30, 2021 The changes in the Contract research segment were primarily due to completion of government contracts without new or renewal research contracts.

 

Operating expenses

 

For the three months ended September 30, 2021, operating expenses increased by $375,392 or 70% compared to the three months ended September 30, 2020. Similarly, for the nine months period operating expenses increased by $1,571,742 or 95% for the period ended September 30, 2021, as compared to the nine months ended September 30, 2020. For the three and nine months ended September 30, 2021 and 2020, operating expenses consisted of the following:

 

    Three Months Ended
September 30,
    Nine months Ended
September 30,
 
    2021     2020     2021     2020  
Selling and marketing expenses   $ 59,203     $ 9,032     $ 136,423     $ 24,915  
Salaries, wages and related benefits     485,033       184,675       1,718,737       493,139  
Research and development     2,482       22,383       11,795       53,418  
Professional fees     196,257       145,140       606,782       629,313  
General and administrative expenses     169,709       176,062       748,157       449,367  
Total   $ 912,684     $ 537,292     $ 3,221,894     $ 1,650,152  

 

For the three months ended September 30, 2021, selling and marketing expenses increased by $50,171 or 555% as compared to the three months ended September 30, 2020, due to increased advertising, sales consultants and trade show expenses. For the nine months ended September 30, 2021, selling and marketing expenses increased by $111,508 or 448% as compared to the nine months ended September 30, 2020, due to the foregoing factors.
   
For the three months ended September 30, 2021, salaries, wages and related benefits increased by $300,358 or 163%, as compared to the three months ended September 30, 2020. For the nine months ended September 30, 2021, salaries, wages and related benefits increased by $1,225,598 or 249%, as compared to the nine-months ended September 30, 2020. These increases for the nine-month period included $384,717 for equity compensation expenses, as well as increased personnel due to an effective doubling of the workforce.

 

6

 

 

For the three months ended September 30, 2021, research and development costs decreased by $19,901 or 89%, as compared to the three months ended September 30, 2020. For the nine months ended September 30, 2021, research and development costs decreased by $41,623 or 78%, as compared to the nine months ended September 30, 2020. For the three-month and nine-month periods, the changes were due to reduced use of outside contractors in 2021.
   
For the three months ended September 30, 2021, professional fees increased by $51,117 or 35%, as compared to the three months ended September 30, 2020. For the nine months ended September 30, 2021, professional fees decreased by $22,531 or 4%, as compared to the nine months ended September 30, 2020. For the quarter ended September 30, 2021, the increase was due in large part to legal and consulting fees.  The decrease for the  nine-month period was due to significant outside legal expenses incurred in 2020.
   
For the three months ended September 30, 2021, general and administrative expenses decreased by $6,353 or 4% as compared to the three months ended September 30, 2020, due in part to moving costs incurred in 2020.  For the nine months ended September 30, 2021, general and administrative expenses increased by $298,790 or 66% as compared to the nine months ended September 30, 2020, due primarily to costs of software, IT systems and lease costs.

  

Loss (income) from operations

 

As a result of the factors described above, for the three months ended September 30, 2021, loss from operations amounted to $832,839 as compared to a loss of $110,380 for the three months ended September 30, 2020, a change of $772,460 or 655%. For the nine months ended September 30, 2021, loss from operations amounted to $925,389 as compared to a loss of $768,083 for the nine months ended September 30, 2020, a change of $157,306 or 20%.

 

Other non-operating income (expense)

 

For the three months ended September 30, 2021, other income was $75,270 as compared to expense of $230 for the three months ended September 30, 2020, an improvement of $75,500 or 32,826%. For the nine months ended September 30, 2021, other income was $64,620 as compared to expense of $2,620 for the nine months ended September 30, 2020, an improvement of $67,240 or 2,566%. The change was primarily due to forgiveness of a Paycheck Protection Plan Loan in the amount of $79,305.

 

Net loss (income)

 

For the three months ended September 30, 2021, net loss amounted to $757,569 as compared to a loss of $110,610 for the three months ended September 30, 2020. For the nine months ended September 30, 2021, net loss amounted to $860,769 as compared to a loss of $770,703 for the nine months ended September 30, 2020. For the three-month period and the nine-month period, the change was $646,959 or 585% and $90,066 or 12%, respectively.

 

For the three months ended September 30, 2021 and September 30, 2020, net loss amounted to $(0.08) per common share (basic and diluted), and $(0.01), respectively. For the nine months ended September 30, 2021 and September 30, 2020, net (loss) amounted to $(0.09) per common share (basic and diluted), and $(0.11), respectively.

 

7

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had working capital of $1,549,985 and $1,014,971 of unrestricted cash as of September 30, 2021 and working capital of $633,572 and $288,134 of unrestricted cash as of December 31, 2020.

 

The following table sets forth a summary of changes in our working capital from December 31, 2020 to September 30, 2021:

 

               

December 31, 2020 to

September 30, 2021

 
    September 30,
2021
    December 31,
2020
   

Change in

Working

Capital

   

Percentage

Change

 
Working capital:                                
Total current assets   $ 3,013,400     $ 2,653,831     $ 359,569       13.55 %
Total current liabilities     1,463,415       2,020,259       (556,844 )     (27.56 )%
Working capital:   $ 1,549,985     $ 633,572     $ 916,413       144.64 %

 

The increase in current assets was due in part to an increase in cash as a result of the sale of equity securities. The decrease in current liabilities was due to a reduction in accrued expenses and other current liabilities and to a reduction in the current portion of lease payments.

 

Net cash used by operating activities was $641,196 for the nine months ended September 30, 2021 as compared to net cash used in operating activities of $914,670 for the nine months ended September 30, 2020, a net change of $273,474 or 30%. Net cash used by operating activities for the nine months ended September 30, 2021 primarily resulted from net loss of $860,769 adjusted for add-backs of $504,778 and changes in operating assets and liabilities of $285,205.

 

Net cash flow used by investing activities was $104,827 for the nine months ended September 30, 2021 and $937,145 for the nine months ended September 30, 2020.

 

Net cash provided by financing activities was $1,472,860 for the nine months ended September 30, 2021 reflecting $1,500,800 in proceeds from sales of common stock and warrants, as compared to net cash provided of $2,534,443 for the same period in 2020.

 

Future Liquidity and Capital Needs.

 

Our principal future uses of cash are for working capital requirements, including working capital to support increased product sales, sales and marketing expenses and reduction of accrued liabilities. Application of funds among these uses will depend on numerous factors including our sales and other revenues and our ability to control costs.

 

Equipment Financing and Loans

 

On February 10, 2015, Nano Magic entered a $373,000 promissory note (the “Equipment Note”) with KeyBank, N.A. (the “Bank”). The unpaid principal balance of this Equipment Note is payable in 60 equal monthly instalments payments of principal and interest through June 10, 2020. The Equipment Note is secured by certain equipment, as defined in the Equipment Note, and bears interest computed at a rate of interest of 4.35% per annum based on a year of 360 days. At September 30, 2021, the principal amount due under the Equipment Note amounted to $52,991.

 

On June 18, 2019, Nano Magic entered into an Amendment to the Equipment Note with the Bank. By the amendment, the maturity date of the note was extended until April 10, 2022, the interest rate was raised to 6.29% per year, and the monthly payments were reduced to $4,053 per month, including interest.

 

During the year ended December 31, 2020, we received $105,000 in net proceeds from equipment loans and the bank loan under the Paycheck Protection Program, offset by repayments on loans.

 

Off-Balance Sheet Arrangements

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated unaudited financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

8

 

 

ITEM 3. Quantitative and Qualitative disclosures about market risk

 

Not applicable to smaller reporting companies.

 

ITEM 4. Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the “Evaluation Date”). Based upon this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports was recorded, but we lacked the staff or cash to purchase outside resources to process, summarize, and report within the time periods specified in SEC rules and forms.

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

Changes in Internal Control

 

There were no changes identified in connection with our internal control over financial reporting during the three months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The material weaknesses identified at December 31, 2020 are still in the process of being addressed as of September 30, 2021.

 

9

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On August 3, 2021, we were notified of a collection suit for approximately $23,000 plus financing charges. We agreed to a negotiated settlement of the matter in August and the case was dismissed with prejudice on September 1, 2021.

 

ITEM 1A. RISK FACTORS

 

Not required of smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Pursuant to the agreement entered into on October 20, 2020, with the holder of substantially all the outstanding stock appreciation rights, on March 2, 2021, we issued 5,000 shares of common stock at value of $1.00 in partial settlement of that holder’s stock appreciation rights.

 

On March 2, 2021, the Company sold to Magic Growth 2 LLC, 769,231 shares of common stock for proceeds of $961,539 and warrants to purchase up to 769,225 shares of common stock for proceeds of $38,461. The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $2.00 per share. PEN Comeback Management, LLC, owned by Tom J. Berman and Ronald J. Berman, is the sole voting member of Magic Growth 2 LLC.

 

On March 2, 2021, we also issued an aggregate of 37,890 shares of common stock to our directors as compensation to them for service on our Board. These shares were valued on that date at $0.95 per share based on the quoted price of the stock for a total value of $36,000.

 

On March 17, 2021, the Company sold to Magic Growth 2 LLC, 385,231 shares of common stock for proceeds of $481,539 and warrants to purchase up to 385,225 shares of common stock for proceeds of $19,261. The warrants are exercisable at any time during the four years after date of issue at a warrant exercise price of $2.00 per share.

 

The sales and issuances of stock and other securities were exempt from registration under Section 4(2) of the Securities Act. Cash proceeds were used for general corporate purposes.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
     
31.1*   Rule 13a-14(a)/15d-14(a) Certificate of Principal Executive Officer
     
31.2*   Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer
     
32.1*   Section 1350 Certificate of Principal Executive Officer and Chief Financial Officer
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema
     
101.CAL   Inline XBRL Taxonomy Extension Calculation
     
101.DEF   Inline XBRL Taxonomy Extension Definition
     
101.LAB   Inline XBRL Taxonomy Extension Labels
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
*   Filed herewith.

 

10

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Nano Magic Holdings Inc.

(Registrant)

   
Date: November 19, 2021 /s/ Tom J. Berman
  Tom J. Berman,
  President and Chief Executive Officer
   
Date: November 19, 2021 /s/ Leandro Vera
  Leandro Vera
  Chief Financial Officer

 

11

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