Current Report Filing (8-k)
July 02 2020 - 3:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 2, 2020
Nano
Magic Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-11602
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47-1598792
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
No.)
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(I.R.S.
Employer
Identification
No.)
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750
Denison Court, Bloomfield Hills, MI 48302
(Address
of principal executive offices) (Zip Code)
(844)
736-6266
(Registrant’s
telephone number, including area code)
N/A
Former
name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.03 Amendments to Articles of Incorporation or Bylaws
As
previously disclosed in the definitive information statement on Schedule 14C (the “Information Statement”) filed by
Nano Magic Inc. (the “Company”) with the Securities and Exchange Commission on June 12, 2020, the Company’s
Board of Directors and a majority of the issued and outstanding shares of Common Stock approved the amendment and restatement
of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
Effective July 2, 2020, the Company amended and restated its Certificate of Incorporation to implement the changes described in
the Information Statement which (i) eliminated the Company’s Class B common stock and Class Z common stock and related provisions,
renamed as “common stock” the Company’s Class A common stock, and (ii) increased the number of authorized shares
of common stock from 7,200,000 to 30,000,000.
The
foregoing description of the Company’s Certificate of Incorporation, as amended and restated (the “Amended and Restated
Certificate”) effective July 2, 2020 is qualified in its entirety by reference to the complete terms and conditions of the
Amended and Restated Certificate, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, and is incorporated
by reference into this Item 5.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Nano Magic Inc.
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Date: July 2, 2020
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By:
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/s/
Tom J. Berman
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President & CEO
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