UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On May 27, 2022, we entered into an agreement to sell 70% of the stock of our wholly owned subsidiary Applied Nanotech, Inc. to two officers of that subsidiary. In connection with the sale, the capital structure of Applied Nanotech is being changed to give us, as the holder of Class B common stock of Applied Nanotech, a 30% economic interest, certain information rights, special consent rights, and tag-along rights, as well as the obligation to sell our stock under certain circumstances if other stockholders are selling. The Class A stock being acquired by the buyers will be pledged to secure the payment of the purchase price that is evidenced promissory note in the principal amount of $450,000. The note bears interest at 7% and has semi-annual payments of principal initially in the amount of $20,000, increasing to $25,000 tin May 2024 and to $30,000 in May 2026, with a final balloon payment of $80,000 due on December 31, 2029.
Item 2.01 Completion of Disposition of Assets
The purchase and sale transaction described under item 1.01 above became effective at midnight on May 31, 2022.
Item 5.02 Departure of Director and Election of Director
On May 26, 2022, our Board elected David M. Sherbin as a director. Mr. Sherbin provides legal and consulting services. He retired in April 2021 from his position as the senior vice president, general counsel, chief compliance officer and secretary at Aptiv PLC (formerly Delphi Automotive). He joined that company in 2005 and served as General counsel & Chief Compliance Officer. Prior to that, Mr. Sherbin served Pulte Group, Federal Mogul Corporation and Heller Financial Inc. in legal and compliance roles. He is a graduate of Oberlin College and Cornell Law School. He is 62 years old.
On May 25, 2022, Howard Westerman submitted his resignation as a director.
Item 7.01 Regulation FD Disclosure
On May 27, 2022, we issued a press release announcing the transaction described in items 1.01 and 2.01 above and the election of Mr. Sherbin to our board. A copy of that press release is attached as Exhibit 99.1 and is incorporated by reference.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “exchange Act”) or otherwise subject to the liability of that Section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release of the registrant dated May 27, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nano Magic Holdings Inc. | ||
| Date: June 1, 2022 | By: | /s/ Tom J. Berman |
| President & CEO | ||
Exhibit 99.1
NANO MAGIC SELLS MAJORITY INTEREST IN APPLIED NANOTECH TO EMPLOYEES AND ELECTS DAVID SHERBIN TO BOARD
MADISON HEIGHTS, Mich. – May 27, 2022 – Nano Magic Holdings, Inc. (OTCMKT: NMGX) (“Nano Magic” or the “Company”), a leader in nanotechnology-powered cleaning, protection and anti-fog solutions announced that effective at the end of the month it is selling a majority interest in Applied Nanotech, Inc. (“Applied Nanotech”) to the employees of that subsidiary.
Jacque Soptick, an employee for over 20 years, became the majority owner of Applied Nanotech. She stated: “We are excited for this new chapter of Applied Nanotech as a woman-owned business. After more than two decades, the time has finally arrived to take ownership of its future.” Dr. Richard Fink, the other purchaser who is continuing as the chief scientist explained: “After decades of commitment to Applied Nanotech, Jacque and I can now call it our own. I look forward to continuing my collaboration with Jacque to expand and grow the contract research and specialized product sales, capitalizing on our technology.” For Nano Magic, Tom Berman, President, noted: “This lets Nano Magic sharpen its focus on brand development and our own product portfolio while still retaining minority ownership in Applied Nanotech and its future. This is a true win-win transaction.”
On May 26, 2022 David Sherbin was elected to the Nano Magic board. Mr. Sherbin retired in April 2021from from his position as the senior vice president, general counsel, chief compliance officer and secretary at Aptiv PLC (formerly Delphi Automotive). He joined that company in 2005 and served as General counsel & Chief Compliance Officer. Prior to that, Mr. Sherbin served Pulte Group, Federal Mogul Corporation and Heller Financial Inc. in legal and compliance roles. He is a graduate of Oberlin College and Cornell Law School. He is 62 years old. Tom Berman commented: “We are elated to have someone of David’s caliber and experience join our Board. He has worked virtually his entire career with public reporting companies and brings to our Board a wealth of legal, business, and compliance experience that will strengthen our team.”
About Nano Magic
Nano Magic is a leader in developing and bringing to market cutting-edge nanotechnology-powered industrial and consumer cleaning, protection and anti-fog solutions formulated in Detroit, Michigan. Nano Magic focuses on innovative and advanced product solutions harnessing the magic power of nanotechnology to create a safer, more socially conscious, and higher performing world. Visit www.nanomagic.com for more information.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of applicable securities laws that involve risks and uncertainties, many of which are outside of our control, concerning our business, products, and financial results. Actual results may differ materially from the results expressed or implied by forward-looking statements. In some cases, you can identify forward-looking statements by our use of words such as “expect,” “anticipate,” “will,” “believe,” and similar expressions. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently uncertain. All statements are made as of the date of this release, and we undertake no obligation to update publicly any of these forward-looking statements to reflect actual results or new information except as required by applicable laws. More information about our business, products, and financial results are included in our annual report on Form 10-K for the fiscal year ended December 31, 2021, and in reports subsequently filed by us with the Securities and Exchange Commission (“SEC”).
All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) at www.sec.gov or from our website listed above. All forward-looking statements apply only as of the date hereof. We hereby disclaim any obligation to publicly update the information provided above, including forward-looking statements, to reflect subsequent events or circumstances, except as required by law.
Contact Information
Nano Magic Holdings Inc.
Jeanne Rickert
j.rickert@nanomagic.com
(844) 273-6462