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6/1/2020 - News is out
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 28, 2020
Nano Magic Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-11602 47-1598792
(State or other jurisdiction of
incorporation or organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
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 Trading Symbol Name of Each Exchange on Which Registered
Class A Common Stock, $0.0001 par value NMGX OTC Markets
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on April 30, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an Order of Suspension of Trading (the “Order”) with respect to our Class A Common Stock. The trading suspension associated with the Order expired at 11:59 PM on Thursday, May 14, 2020. We timely filed with the SEC, while the suspension was in effect, a petition challenging the trading suspension. As a result of our filing the petition, the SEC issued an Order Requesting Additional Submissions (“Submissions Order) that included a briefing schedule for consideration of our petition. The SEC wrote in the Scheduling Order that it has the authority to “vacate an expired trading-suspension order in appropriate circumstances.”
On May 28, 2020, we filed, through our counsel, a Closing Submission in Support of Termination of Trading Suspension Issued Pursuant to Section 12(k)(1)(A) of the Securities Exchange Act of 1934 and Order for Relief (the “Closing Submission”) with the SEC. Based on the Scheduling Order, our Closing Submission is the final submission prior to the SEC issuing its decision on the Petition. All filings related to our challenge, including the filings referenced in this disclosure, are available in the public record and can be found at https://www.sec.gov/litigation/apdocuments/ap-3-19787.xml.
We are currently awaiting a decision by the SEC as to whether it will vacate the expired trading suspension and what other relief, if any, it may provide.
The information included in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
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 Inc.
Date: June 1, 2020 By: /s/ Tom J. Berman
President & CEO
I am sorry to say that we are not going to get a bounce off the 50 day moving average when there isn't any buy interest. Now we get the chart taking over and we will head to the downside because of the weak stomach holders.
What we really need for Dye to come out with some kind of an announcement concerning the deals on Monday before the conference so it brings interest and excitement to the stock and then he can promote it through the conference to reinforce the positive message.
No matter what, Dye's purchase this week has me upbeat and I think we will hear something very positive soon. I would really like to hear the Medpharm deal being completed first because I believe that brings the most positive message and that Andy Williams still believes in what he originally started here because he has such a big stake in Medpharm.
And while I hate to say it, someone is really unloading the boat. Doesn't affect my feelings on the company, but it sure is frustrating right now.
Just wanted to clarify, Dye didn’t buy on the open market, he bought in a private placement and the warrant is also a private placement. The important part is that the company needs more cash to complete the deals and basically Dye is putting another $1 million of his own personal money into the company. This is a very bullish sign and now that this announcement has been made, I expect some more deals to be announced within the next month’s timeframe.
So the only thing to know is that we have a dilution of 375,000 shares to the already outstanding amount. And one more thing, if Dye is pay this price for stock, you can be sure that a offering of additional shares to raise equity is going to be higher than this price. That explains one of two things, either the company doesn’t need that much cash to complete the deals because the companies will add profit and cash to the bottom line or that we are undervalued and Dye expects some of the deals to push the price up so the company won’t have to sell as many shares and dilute the float.
Either way, this is excellent news and look forward to seeing progress moving ahead.
The Southeast Edibles division is open. They put out social postings almost every weekday on Facebook and Instagram promoting their products. Remember in most states, cannabis products have been deemed “essential” so I don’t believe they have been impacted by the shutdown.
Here's a question to ponder....
Was the Coronavirus in 2015 the same strain Coronavirus as today? And in September 2019, the extent of the virus still wasn't really known out of China.
I believe there has been a few variations over the years but never the same exact strain of the virus.
So my question is, could NMGX had a cleaner that killed the other strains of the Coronavirus prior to this strain and if they made those statements, could they have been true?
I have no idea what the answer is because I only started to follow the company when the new management came on board so my knowledge of what they did prior to that time is a unknown to me.
Would appreciate any thoughts about it? Just trying to find clarity in the situation.
There is too much uncertainty and unknowns without the deals being completed. This is the most exciting and potentially explosive stock I have ever owned and believe it all will get done but until It does, we will lag behind.
I look forward to the day when that happens. Best of luck to all.
It sure looks like the company is not going down without a fight. While it is a long shot, I think they have a slight chance at winning but it will be a hard fought long drawn out battle. This could go on for some time in the courts.
I had the stock on my radar for a while but only bought after that breakout just about a week before the halt when it pulled back. I thought the breakout broke the technicals of the chart and would slowly move higher.
I just don’t understand how the SEC could base their findings on the postings of chat boards to be a basis for their suspension unless they have evidence that the postings were from insiders. If that were the case, then the SEC is warranted in their actions.
In the meantime, I will look to hold and hope for the best. Best of luck to all.
Can someone put this in common English? I am tired of trying to translate legal garbage.
I do agree that the moves you mentioned were a reason for the price to start to climb. I just liked it was working on rebranding the company, working on fixing the balance sheet and the names of the board/management team was a positive. I never saw statements about the company working on COVID so that wasn't my interest in investing.
It is my guess that Berman just making that comment (which I never saw) about "joining the COVID fight" was enough to bring awareness to the issue and having the SEC investigate. I still don't believe it is enough to delist the stock but it is not my decision to make.
Anyway, I will wish everyone here good luck and hope your investment works out for all of you. I will keep my fingers crossed that something good will come of it.
Lucky,
The way I read it that you were correct on your assessment. I am disappointed to hear that news and congratulate you on being well informed.
I do not agree that holding chat board posters responsible for the outcome is a convincing argument, but I believe the SEC did what they thought was right at the time. That is a why I only use chat boards as a source of a information tool and make my own decision. So it appears the company has a long road ahead to get relisted.
Any further diagnosis would be appreciated.
Thanks for your input.
By the action, CDEL is handling both the buyer and seller. If OTCX moves up then it could push the needle to get it done.
This big buyer and seller are trying to outwit and draw each other to get a better price. It is my belief and guess that we need to see another 50,000 shares traded before we get rid of one or the other and start moving in a direction. My thought is they will get it done today and next week we could start seeing some real movement.
That $1.94 print is probably right in the middle so don't be surprised to see another right around that price before the end of the day.
The corporation name stays as Medicine Man Technologies but the company is doing business as Schwazze.
I did contact the company recently to suggest that the company change it's corporate name to Schwazze because of what I believe is a confusion between Medicine Man Technologies and the stock symbol being SHWZ.
If you didn't know the stock symbol and punch in the name "Schwazze", you won't get the stock symbol. You need to punch in the name "Medicine Man Technologies" to find the stock symbol "SHWZ".
Maybe if we can some additional shareholders to address the issue, the company might rethink the issue.
Also, I think the company sometimes get confused with the other cannabis company called Medmen Enterprises (MMNFF) so that might get some possible investors to not be confused.
Personally in my opinion, if you are trading on the grey market there will be no demand because you can't see bids or offers so it might as well be delisted for good.
But if it has to be on the grey market until their rebuttal of the accusations get a review and a determination outcome from the SEC, then I am fine with it being there for the current time.
Since NMGX filed their response promptly, I think we will see a decision from the SEC by the end of May to relist the stock or not.
First I just wanted to make aware that the 10-K was out since it was delayed.
Second, I am a pretty new investor in this stock and I liked the story about the company moving forward and them working on cleaning up the balance sheet. So the 10-K while not impressive is a work in progress in the right direction.
Lastly, I think the company got screwed by the delisting and I was impressed in their response and I believe they will prevail. I know the odds in getting reinstated are tough, but I really have not found any evidence that the company misrepresented themselves with their products concerning COVID-19.
Someone posted something about their product "killing" the virus on the internet, but that doesn't mean it is true and can be verified the company stated it. If that statement is true, then the punishment the SEC handed down will be justified and I will have to take the financial hit that comes with it.
I like companies with small share floats because the payoff can be huge. So this company met my criteria by the work they were doing to improve their balance sheet and business objective to grow revenues.
I like these chat boards to help gain some prospective about the companies that I have interest in. I don't use them to promote or bash a company or other shareholders because I think the fundamentals for the stock price will prevail. So whatever your opinion or objective is, I wish you luck and hope my investment works out for me.
Yeah totally agree with your assessment.
I was surprised to see that the Merchant Tier revenues were down that much because I thought that there could have been a tick up in demand due the status of the economy.
I really believe the Holy Cacao division is doing well though the company doesn't break that down in the earnings on how that is going at this point.
So I think we hold in this pattern for awhile until something substantial happens.
Future,
Was the bid early in the morning before the market tanked? If so, it could have been real but with the market weakness the buyer might have pulled it to see if the panic could get him a cheaper price.
By the trading today, I do believe there is a big buyer (around the $1.90 level) out there to go along with a big seller up near the $2.00 level like you stated yesterday.
This is the waiting game between these 2 players and soon enough one will get antsy enough to pull the trigger and then we will be moving in one direction or another. When you have big size to buy or sell, you flash it on the screen to see if a material interest creates itself on the other side. According to the size buyer and seller your friend has seen on the screen, something should get done soon.
I just wish this COVID issue had some real uplifting news and then we could get something done. I am just tired of waiting but I believe this one is a true winner.
This presentation is the example why we are lucky to have Justin Dye at the helm of this company. The professionalism of him and his staff will lead SHWZ to top of the class and one of the best companies in the industry.
Things are going to get real better very soon.
If he has a live feed (paid subscription) to level 2, you can view better depth of the bids and offers depending on the service you are using.
Sometimes you can get lucky on level 2 to see the bid or offer flash on your screen before the market maker realizes the big size is showing and reduces it to not give it away. So you are probably right he caught a glimpse of the offer before they realized it was showing.
Market makers only have to show 100 shares on the bid or ask. Some market makers stay more active in a stock and participate actively to make some cash. Usually if the market maker doesn't want to take a position in that stock, they will show the whole position. Certain firms only want to be active in some stocks due to cash constraints so it just depends on what their position is.
If that big offer is there at $1.99, it will get taken soon enough and we will be above $2.00
VERT is always an indicator of the direction for this stock and is probably the number one market maker for this stock.
Knife, because if what Future says is true, Etrade is offering only 500 shares at $1.94 so you won't see the size block at $1.99. Also, many fund traders never show their real amount to not scare off the other side of the trade. So if the size is there at $1.99, we will need a big size buyer to make it move.
Just recognize that VERT will always offer 100 shares a penny cheaper to make sure we don't see it. VERT never shows more that 100 or 200 shares at anytime just so you won't know what is out there. If VERT stays on the bid with such a size seller lurking, that means we also have a good buyer in the wings.
CDEL also has a decent size seller out there at the moment so not sure if we will gain any momentum because the market is skittish on what Dr. Fauci has to say today. Until he is done speaking today and depending on what he has to say, we might not move much today.
I think Holy Cacao has been busy. They have been busy on social media daily promoting their products. Also, with the COVID-19 situation, I believe the Merchant division could see an uptick in lending for companies struggling.
I agree, it sounded like Strawberry Fields could be reconstructed in the future.
If SHWZ gets another deal or two closed shortly, this company will be firing on all cylinders. The other companies whom have deals pending with SHWZ will be banging down the doors to get their deals finalized. The P/E will be rocketing and I can only imagine other players in the sector knocking on the doors of SHWZ to hopefully land a deal to be part of the what will be one of the top players in the field.
What I really admire is the professionalism of Justin Dye and his team. He is an established veteran who knows to keep things close to the vest and seems very confident that everything is on its way to being completed.
I know we are all anxious to hear that these deals are done because many of us have been onboard for some time but I believe Andy Williams really did the right thing by stepping aside and leaving the helm to Justin Dye.
I was really pleased with the financial results. I expected expenses to be substantially higher because SHWZ has been hiring many management positions in the past couple of months and the expertise of these individuals don't come cheap. Many have followed Justin Dye from Albertson's and have left established paying positions to come on board. I think this just shows what potential we have here and why these individuals want to become part of the team.
I expect to see a pop in the price of the stock tomorrow and should see a slow uptrend until we get more news of deals being completed. If we can get 2 or 3 deals done within the next 2-3 weeks, I believe we will be trading in the $5.00 range at that point.
Things are definitely looking bright and positive. Look forward to the day of seeing the stock at $20.00 and possibly at $50.00 if cannabis were to become legal on a federal level.
Good luck to all.
Earnings are out, looking good. Excited to hear conference call.
Click on link below
https://www.otcmarkets.com/stock/SHWZ/news/Schwazze-Formerly-Operating-as-Medicine-Man-Technologies-Inc-Provides-Company-Update-and-Announces-First-Quarter-2020-Fi?id=261704
This is a big week. Earnings due out today and we hopefully get to see what revenue and earnings the acquisitions contributed to the bottom line.
Just a gut feeling that we will hear about another acquisition getting completed sometime this week.
With good news, hoping to see $2.50 this week.
This is a big week. Earnings due out and this could be the turning point for profitability and upward movement in the stock price. Fingers crossed for a big surprise.
Just contacted the company and they were unaware of the suspension. The spokesperson said they would contact their legal department and investigate the allegations. Hopefully we will get a press release soon about the situation.
Can someone show me proof of the allegation made by the company? I can’t find it anywhere.
I think FIFG getting ready to blast off. The Holy Cacao division is doing an excellent job of promoting their products on social media which is bringing much attention to the brand. Sales should growing at a substantial rate.
The real catalyst is the Merchant division. In these tough financial times due to the COVID crisis, some companies could be having a hard time to get access to cash from the banks and don't qualify for the government subsidies. This is a time where the Merchant division can see an big upturn in their business. The Merchant division has been a consistent money maker and now could be the time to really grow and build some great relationships with companies that are not being treated kindly by the banks.
With FIFG having no debt, a low stock float and excellent management team, this could be the time for the company to finally get noticed and see its stock price find the appreciation it deserves.
With only 7 million shares due to the reverse split, the small float will always bring big price swings. The unfortunate delay in the earnings report due to the COVID crisis is holding us back. I believe the company is going to make some kind of major announcement along with earnings when they release the upcoming report. We could see $5.00 a share with a positive announcement. Just my thoughts.
Blindman, all your observations are true. This company is a hidden gem. The cloud business in this COVID crisis is a major growth business sector. Today could be the day we get some push to the upside with Microsoft's great earnings yesterday.
I see at least $2.00 to be a reasonable price for this stock. The one appeal of this stock is that it does good block trades of 5,000 shares at a time routinely so it trades enough especially with only a float of 23 million shares. I think we will see $1.75 by the end of this week.
Nice to see a big buyer today and there was a big seller above, now we just need one of them to make a move and get this thing rocking.
Why are you asking Potts, looking to sell your shares?...LOL
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): April 28, 2020
Nano Magic Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-11602 47-1598792
(State or other jurisdiction of
incorporation or organization)
(Commission
File No.) (I.R.S. Employer
Identification No.)
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 Trading Symbol Name of Each Exchange on Which Registered
Class A Common Stock, $0.0001 par value NMGX OTC Markets
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Our operations in Ohio, Michigan and Austin, Texas are presently impacted by government orders. It remains unclear when we can return to normal operations. The individuals comprising our audit team are subject to similar restrictions. The COVID-19 pandemic and government restrictions continue to delay the Company and its advisors as we work to complete the preparation of the Company’s consolidated financial statements and Form 10K. The Company is relying on the SEC order dated March 4, 2020 (Release No. 34-88318) to extend the due date for the filing of its Form 10K until May 14, 2020. Management believes that this will provide sufficient time to complete the consolidated financial statements and Form 10K.
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 Inc.
Date: April 28, 2020 By: /s/ Tom J. Berman
President & CEO
Here's your last chance to buy stock under $2.00, get ready for the run to the upside.
Right now we are taking a breather for the day, but I am confident we will be above $1.75 and closer to $2.00 by the end of the week.
Jeans
I understand the hesitation regarding not closing the Strawberry deal and not keeping us informed. Just my opinion that with all the deals on the table they wanted to accent the completion of the Mesa deal with the PR.
My main concern would be if the Medpharm and Los Suenos Farms deals doesn't materialize. I don't see Medpharm not happening with Andy involved with that company. I would assume that there is something in the deal with Andy to make sure that happens. My thought is that at least 7 of these deals get finalized because of the stock price causing some parties to rethink the issue. The Roots and Canyon deals also add considerable punch to the bottom line.
I would appreciate Justin informing us of any other deals not materializing when that happens. There could be a non-disclosure clause in the breakup of any deal currently because there may be an option to begin talks again in the near future. There are so many deals here at the same time that some acquisitions might want to see how the combination of these deals work out before jumping on board.
So far, two of the 11 deals have been canceled: Green Equity (in Columbia, Bogata) and now Strawberry Fields. If all the rest get done, we will be in great shape.