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The filing shows that 70% of ANI was sold to two officers for $450,000. I didn't go back to look for details but I guess the two officers may have the last name Berman. All the current activity appears to be with the lens coating/cleaning part of NMGX, so the ANI portion may be mostly inactive. Yes, very unfortunate for all the old-timers in the group.
At least regaining market status and the activity over the past week is a positive. Still have some remaining shares since it had been impossible to dispose of them, so I continue to have a small interest in current activities. Good luck to all.
I was just reading the last 10-Q (2nd Qtr 22) and came across this note. There goes the last remnant of what this company could have been and the only reason that I have held onto my remaining share. After 35 years, I think it's time to say "It's Over for Good"
NOTE 2 – DISCONTINUED OPERATIONS
Effective May 31, 2022, we sold a 70% interest in our subsidiary ANI to two of its officers and long-term employees in exchange for a promissory note in the face 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 in May 2024 and to $30,000 in May 2026, with a final balloon payment of $80,000 due on December 31, 2029. The note is secured by a stock pledge, described below. In conjunction with the sale, we recognized a one-time gain of $1,148,225.
In connection with the sale, the capital structure of Applied Nanotech was 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 acquired by the buyers was pledged to secure the promissory note given in payment of the purchase price.
I'm also there. I've always held out hope, but after this report I don't even see a flicker. I guess the bigger the potential, the bigger the disappointment. Well, it's been nice to be part of the board discussion. All the best (elsewhere) to everyone.
The Wheels of Justice sure turn slow. If I had read this in August, I would have been expecting near-term relief given how positive the letter sounds. At least we should take some comfort that the path to normalcy continues in the background. Thanks for finding and posting!
Yay for small (can I say nano?) victories!
The bid is now 5,000 at $0.10. A few years of $0.05 gains and we'll be talking real money (which of course will still be worth $0.05 because of inflation)!
10-Q for Q3 2021 is out. Nothing terribly exciting. Revenues are lower because of relatively high lens care (anti-fog) sales in 2020 due to masking. I'm more disappointed of the lower level of services (the part of nano that I originally bought into) with no further discussion.
For positives, their cash position is solid partially as a result of funding from stock sales, although they seem to have a continuing issue with high accounts receivables (which they are selling at a discount to a 3rd party I presume to raise cash). Also interesting is the the high level of stock options being granted to the Bermans at a $0.75 strike (in lieu of cash compensation?) I consider both stock/option items a positive because it means 1) stock sales are an important funding too; and 2) the Bermans have skin in the game. Both 1) and 2) suggest there will continue to be a push to get the stock back into mainstream markets. The big question at this point is "how" since I did not see it discussed in the 10-Q.
All this is based on a quick read, so there may be more information to gleem on a detailed read.
The best that I can say is that the business never went away, just the openly traded stock. When they figure out how to get the stock back off the pink sheets, the previous value should return to some degree. If we see more buying at these prices at greater volumes, then we might be close. I'm sure not selling now after holding thru a year+ of uncertainty.
About the only rational reason is tax-loss selling before big brother takes that away from us.
It appears we are finally coming out the back end of this morass and heading in the right direction. Not sure if I'll ever get close to break-even, but since I've previously written off the investment in my mind I just plan to hold and enjoy any journey back up. My secret hope is that the Reddit crowd somehow finds us and takes us for a wild ride.
Good luck to all long-term holders.
Scramus, thanks for the update. It's good to know there is continuing activity on both sides of their operation. I just can't imagine they are not working on resolving the stock issue through some means, since stock issuance was key to their growth plan. Unless of course the plan is now to take the company private, which would also resolve the stock issue.
And moments later 4,851 shares traded at $0.001
NMGX just traded 6,000 shares at $0.10. I don't see any news. It appears that Ameritrade would allow me to place a SELL order, but not a BUY order.
Ok, who sold $15 worth of stock today? Can't wait to see if a Form 4 is filed. All the sales since the price tanked to micro levels have been odd amounts. This one was 15,000 shares even which makes me wonder if it was a planned Buy/Sale.
Form 4 Released today at 4:00 pm. If I read it correctly, it appears that Ron Berman purchased 29,432 warrants with a $1.50 conversion price exercisable now and expiring between 9/2023 and 3/2024 for $27,411. That would imply he paid $0.93/warrant that can be exercised for $1.50, which (to me) says he sees value above $2.43 per share. Any other interpretation of this information?
Scramus, you got me thinking - whatever happened to Zvi Yaniv? I found the following bio. I don't remember any fanfare of him leaving Applied Nanotech in 2014, but it appears he still lives/works in Austin with one of his other nanotech research startups.
https://www.linkedin.com/in/zvi-yaniv-369161
(Sorry, the formatting doesn't copy)
Experience
Advanced Technology Generator (previously Incubator) Graphic
President/CEO/Founder
Advanced Technology Generator (previously Incubator)
Dec 1991 - Present29 years 8 months
Austin, Texas
For more information about Advanced Technology Generator visit www.zviyaniv.com.
Current ATG Partnerships:
PeriphEX (www.periphex.com)
AquaCalor
Nanobubbling, LLC
PeriphEX Corp. Graphic
Chairman Of The Board Of Directors
PeriphEX Corp.
Oct 2017 - Present3 years 10 months
Austin, Texas, United States
Applied Nanotech, Inc. Graphic
President/CEO
Applied Nanotech, Inc.
Jun 1996 - Dec 201418 years 7 months
Austin, Texas, United States
Kent Displays, Inc. | Makers of Boogie Board Graphic
President/CEO/Founder
Kent Displays, Inc. | Makers of Boogie Board
Jan 1993 - Nov 19952 years 11 months
Ohio, United States
OIS Optical Imaging Systems Graphic
President/CEO/Founder
OIS Optical Imaging Systems
Jan 1983 - Nov 19918 years 11 months
Troy, Michigan, United States
Practical Engineering College, Ben Gurion University Graphic
Founder, Vice President, Chair - Electro-optics Department
Practical Engineering College, Ben Gurion University
Sep 1971 - Aug 198211 years
Beersheba, Israel
Education
Kent State UniversityKent State University Graphic
Kent State University
MSc in Physics and PhD in Liquid Crystals
The Hebrew UniversityThe Hebrew University Graphic
The Hebrew University
BSc in Physics and MSc in ElectroOptics
It's good to see a discussion about details of the old NMGX, APNT, SIDT, NNPP (did I miss one?) portfolio. It reminds me of the old days when everyone had such high hopes. I've also been noticing that Nano Magic has been ramping up their (free?) advertising using social media. It's nice to see they are at least fighting back.
Regarding our current situation, I don't understand why they are not taking a different path to getting the stock relisted. I'm not smart enough to know the pros and cons, but why not 1) take the company private, then relist the stock, or 2) take the stock public thru a SPAC, or 3) merge the company with a new or shell company and trade under that company's stock instead. I'm sure all of these options take $$$ which may not be readily available, but management that already owns 80+% of the shares can't be happy either where we are today.
Keep posting updates about the business!
The 10-K for 2020 is out. I need time to read through the detail, but it appears that revenues doubled over 2019, although they are still showing an operating loss albeit smaller than in 2019.
NMGX released a bunch of information today. Just went through them quickly so I'll try to summarize:
1) Changing name to Nano Magic Holdings (Just guessing, but I'm hoping this means they are working on issuing stock under a new corporate name hopefully to get beyond the current listing limitations)
2) Company issued its Q320 10-Q, along with a late filing notice (looks like product revenues increased nicely versus the year prior, although still a small bottom line loss)
3) Ron Berman purchased 3,000 shares on the open market at prices between 0.75 and 0.95
4) Ron and Tom Berman (including Comeback and Comeback II) collectively control 73.2% of the voting shares
5) Tom Berman's employment contract was extended into 2023
6) Tom Berman exercised options for 2.05 million shares at 0.75
7) Ron Berman exercised options for 100 thousand shares at 0.75
8) Each Director received 6,315 shares in compensation for the quarter
So in summary, the company seems to be moving forward with increasing revenues and with a solid management team. I'm waiting to see if the progress continues in Q420, and to hear some news on how the company intends to get its stock (or a new stock) relisted.
This is all based on a quick read of each document released today, so I hope I characterized each one correctly, but everyone should do their own evaluation of the corporate information. Good luck to all!
I'm hoping that Todd Lunsford can work some of his Rocket Mortgage magic with NMGX. Rocket Mortgage (i.e. Rocket Companies, Inc) has more than doubled over the last few days. I would be happy with half that right now! I know he is a Director and not a direct employee, but there is enough brain power spread across the Management Team and Directors that we should be seeing some success in the near future. I would have thought that the Annual Report would have been released by now, but hopefully there will be some positive news in the next week or so.
Finally some modest buying in NMGX today, although I'm not seeing any news. I'm guessing they are close to releasing their Q420 and 2020 results, so we'll see if they continue the progress they showed in Q320. Just going on memory, but I think they were already cash flow positive and just shy of an operating profit at that point. Hopefully the nice redesigned website that someone else pointed out recently is another positive sign. Good luck to all.
A Form 4 was just posted for Ron Berman. It appears that he purchased the 3000 shares that traded yesterday. Although I would like to see greater participation by non-insiders, it is still positive that he is adding to his holdings. In the past, he has made a series of purchases when he begins so let's hope there is more to follow.
As far as I can tell, Nano Magic is still a viable and growing business based on the last 10-Q and the recent headline posted by Scramus. The stock is of course being held back by being on the Pink Sheets, but I have to imagine there is a plan to rectify the situation. This is not my area of expertise, but certainly they can take the company private, or possibly reorganize and reissue new stock to unlock value.
Quite the 10-Q that was released after the close on Friday. I just came across it and haven't had a chance to read in detail, but there appears to be a large increase in revenues and a corresponding increase in Gross Profit for Q320. Still showing a small net loss, but greatly reduced from Q319. If this is indicative of the business expanding, then I would imagine the company could be profitable in the next quarter or two. Profit, that's been a foreign word for the past year or thirty. Let's hope they have finally found the right Nano Magic recipe! Good luck to all.
http://archive.fast-edgar.com/20201120/A722K22CZM2RQ2V2222G22Y2MDBB7Z22Q222/
A new Form 4 and Form SC 13D filed this morning by Ron Berman. If there is any good news, he purchased 130,770 shares at $1.25, and received a similar amount of warrants exercisable into 2024 at $2.00 per share. I'm guessing this is to provide operating cash to the company since it likely can't offer new shares in the market at this time. Hopefully the SEC matter gets worked out very soon for the good of the company and its shareholders. I'll also echo other commenters that we need to receive some communication from the company about the above. Even a "Hi, we're still here" would be a positive!
Given everything that has happened, what would stop the Berman family et al from taking the company private at a reasonable price to current shareholders, then issuing new shares at some point in the future? The management and current business structure are all unaffected, only the current stock has been delisted. Since the Bermans own 70-something percent of the company already, they would mostly be paying themselves to go private. I understand most public companies need to occasionally issue stock to fund current operations, but I'm thinking that's not critical for Nano Magic in the short-term. Maybe I'm looking at this too simplistically, but what do others think?
Wow, it sure looks like it has become the Tom and Ron show, with Tom owning 71.6% of the diluted shares (if I read filings correctly), and Ron buying dribs and drabs in the open market over the past three years. To be fair, those of us that have been around for many years understand that concentrated ownership was the only way to keep the company alive, but I sure wish they would give a little more information on corporate direction to the rest of the shareholders. In any event, it appears they are executing on a plan so let's see where it takes us.
Wow, 100 shares go at 2.42. Just wondering if we will see some market purchases by management? From what people are reporting on the board, these guys should have some deep pockets given their history with being CEOs of other companies.
New 8-K out for the leasing of new facilities in Madison Heights, MI beginning in Oct 2020. Ron and Tom Berman are involved in the new management company. 410,000 warrants with an exercise price of $1.50 per share will be issued pending an increase of authorized shares. On the positive side, they are attempting to execute on a plan. However, I would still like to see some improvement or positive news on sales, or at least a stated plan to increase sales. Otherwise, it is just diluting current shareholders by issuing additional shares or warrants without any increased revenues.
---------
http://compliance-sec.com/secfilings/company/penc/link_files/2020/06-04-2020/Form8-K(06-04-2020)PENINC/Form8-K.pdf
Effective May 31, 2020, we entered into a lease for a 29,220 square foot building in Madison Heights, Michigan. The occupancy date
and rent commencement date is October 1, 2020. By that date, the landlord, Magic Research LLC, is required to have completed tenant
improvements to accommodate our office and manufacturing needs. When we are established in the new facility, we expect to vacate
our facility in Brooklyn Heights, Ohio as our lease there expires in September 2020.
The new lease has a term of seven years with a renewal option at the end of the initial term for an additional 3-year term, and a second
renewal option thereafter for an additional 5-year term. As the sole tenant, we are responsible for all taxes, ordinary maintenance, snow
removal and other ordinary operating expenses. Rent is $6.50 per square foot, increasing by $0.25 per year. We also have the right for
during the first three years to buy a up to a 49% interest in Magic Research LLC for a price equal to 49% of the contributions received
from other members.
Ron Berman, one of our directors, and his son Tom Berman, our CEO and a director, each have a 2.08% ownership interest in Magic
Research LLC. The manager of Magic Research LLC is Magic Research Management LLC; Ron Berman and Tom Berman are two of
its three co-managers. Compensation to Magic Research Management LLC is $10,000 per year to oversee the recordkeeping, tax return
preparation, oversight of tenant improvements and other operating costs for the landlord.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the lease described above, we issued the landlord warrants to purchase up to 410,000 shares of our Class A common
stock at a warrant exercise price of $1.50 per share. The warrants are exercisable after we have additional authorized shares of stock
until the fourth anniversary of the date of the lease
As soon as there is something factual to post or discuss, I'll be posting. Unfortunately my one subjective discussion that management has pretty much failed to monetize every promising discovery over the past 25 or so years is again happening. However, the company has such an amazing history of innovation that I will be eternally hopeful, and my plan is to hold my position to the very end. So pretty much all or nothing.
Just saw a new SEC Form 3 for Richard Fink, President of Applied Nanotech, as an Initial Statement of Beneficial Ownership of Securities. (Sorry for the Unformatted Document). It appears they have a plan and are executing on it ...
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Fink Richard Lee
(Last) (First) (Middle)
750 DENISON COURT
(Street)
BLOOMFIELD HILLS MI 48302
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2020 3. Issuer Name and Ticker or Trading Symbol
Nano Magic Inc. [ NMGX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres of sub Applied Nanotech
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock 17,500 D
Class A common stock 12,570 I Note(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option 01/28/2011 01/28/2021 Class A common stock 978 79.2 D
Option 02/02/2012 02/02/2022 Class A common stock 42 61.2 D
Option 04/13/2012 04/13/2022 Class A common stock 42 41.4 D
Warrant 09/06/2019 03/25/2024 Class A common stock 15,348 1.5 I Note(2)
Explanation of Responses:
1. held indirectly as a result of an investment in LLC that owns Class A common stock
2. held indirectly as a result of investment in LLC
/s/ Richard Fink 05/14/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
I hope and expect we should see a corporate statement on the issue in the very near future (like NOW). It would especially be interesting to know who went to the SEC claiming (I assume) that NMGX is misrepresenting its involvement in a disinfectant. Our new management needs to explain to shareholders what is going on.
I was just thinking the same thought, there were a few people on the board just waiting for the price to break $2.00. The opportunity is here now. Actually, I'm quite surprised that the board is so quiet given the price movement.
I see a few potential scenarios for the price action we've been seeing over the last two weeks.
1) This could be Market Makers making small sales to lower the share price and lure in other sellers, then swoop in like they (my assumption) did last Thursday and buy a large quantity (i.e. they are trying to get size on the Offer)
2) NMGX (formerly PENC) has moved up significantly in the past few months, so the weakness of the past few days could be today long positions selling to lock in profits (i.e., locking in profits)
3) There are pure traders just trading the volatility in the stock, so given the recent lack of positive news and/or volatility, may just be selling their position to move on to other trading opportunities (i.e. weak hands are leaving).
I'm sure there are other possibilities. Just throwing this out to see what the board thinks.
Today's April 28, so we should be seeing the 10K sometime today - which hopefully will give some indication of the new product line mentioned in a recent 8-K and at least a mention of the copper-based disinfectant product. Depending on the news it could be a big up or down day.
-----------
Excerpt from the 3/30/20 8-K:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Our Board adopted an amendment to our Certificate of Incorporation, and the filing was made in Delaware on March 2, 2020 to change our name to “Nano Magic Inc.” Management requested the change to better convey our business and products to investors and customers.
Item 8.01 Other Events.
Our operations in Ohio, Michigan and Austin, Texas are presently under government orders closing facilities. It is 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 make it impossible for the Company and its advisors to complete the preparation of the Company’s consolidated financial statements and Form 10K until after March 30, 2020. The Company is relaying 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 April 28, 2020. Management believes that this will provide sufficient time to complete the consolidated financial statements and Form 10K.
Agreed. I wonder if their ultimate goal is to clean up (regain financially compliance, set clear a research and marketing plan, develop a solid management team) and then market the company to a bigger fish with an established sales force. It would be very expensive and time consuming to form their own sales force, but marrying two complementary entities would be a force in the industry. I also think that would ultimately benefit us more as shareholders since that is where we have failed in the past. It's only a good idea until someone actually pays money in some form for your products. In the end, either path is a big winner.
Scramus, the new sensor patent does bring back many memories of inventions that held so much promise but never quite made it to the big time. I will be forever hopeful that with the right management team (are we there yet?) this company will still have a bright future. I'm still looking for that one sign (sales, news, 8-K, ?) that Nano Magic is starting to monetize the amazing intellectual capital that exists in its research team. It feels like we are always have the finish line in sight, but somehow the finish always moves beyond our reach. Maybe that is just the reality of technological achievements ... always moving forward.
I'm not seeing any news to account for the jump, so I have to guess it was an insider (I use that term loosely to mean anyone with knowledge of corporate events) purchase at the market. Who else would buy a big block at prices up to $6.95. I'm guessing that is very positive statement about corporate direction, and I would also expect to see news in the coming week and/or when they release their 10-K that was delayed until the end of April. Hopefully just a small sign of good things to come soon!
I'm not seeing any news, but all it took was an 800 share purchase to clear the offers from 1.65 to 2.50. Imagine what a large share purchase would do ... especially if it was matched with the copper based disinfectant news that we are awaiting. Not sure if anyone is old enough to remember the Jackie Gleason line ... "To the moon Alice"
This company has always been about potential ... from LED Monitors before we all had them in our homes, to metallic inks and 3D printing, and now nanotech solutions to help our daily lives. The potential has always been great, but as I have pointed out in previous posts, management has been unable to monetize that potential. Yet, the company still exists after 25 years whereas 99% of the small companies with potential during that time are now gone. But to get to the next level that we all hope for the company has to show us "the money".
I've owned their stock for 25 years because of the potential. Now they have to show us the sales. When they do, the stock will respond exponentially, Until then, I think we languish in the $1 range because of the concentrated ownership. That is why I've been looking through their financials for even a hint of new sales beyond their optical products (which is keeping them alive). With their extensive patent portfolio and their new, new, new management (we've gone through several new CEOs that were going to save the company each time, although the Bermans have been the only constant), I am still very hopeful and acting accordingly. I'll celebrate with everyone here when that day comes, which is hopefully very soon.
Please re-read my post - that was two different and independent thoughts. I was saying that PEN Inc., now Nano Magic, does NOT issue 8-K's to pump their stock. However, Nano Magic likely has to make it onto the EPA list to be qualified as a disinfectant against the coronavirus. I was not commenting about the companies on the EPA list and certainly not inferring that any of them have a motivation other than having a tested and proven product. I hope that clarifies things.
I've also been reviewing the EPA list hoping to see a Nano Magic product; however, I think we would also see an immediate rise in the stock price the moment it makes the list ... so it's not surprising that it is absent. The fact that we are not hearing anything about it (yet) fits how they have operated over the past few years. They will not tout a product/invention/etc just to influence the stock. They will issue an 8-K by regulation if and when the product hits the market.
So where are we - We know there is a product patent and a demonstrated product at least at the research / laboratory level. We have to "hope" they are working diligently to scale up the product into a marketable product. A gallon of it in a lab flask is nice, but not useful. Scaling up the manufacturing of any product is not trivial, plus it has to be packaged properly for its intended use, and then it has to be marketed to the appropriate parties. I'm speculating this is why we have not seen it yet.
It would be very telling if Nano Magic is hiring some sales personnel - then we would know we are close. Or maybe they are negotiating a distribution agreement with a major company (think Clorox or J&J) to avoid all the sales and marketing costs???
Or maybe I've just been watching too much Shark Tank, but it's fun to think about the possibilities.