NMGX Nano Magic Inc (QB)

2019 Director Compensation

We paid our directors the amounts shown below during the fiscal year ended December 31, 2019. Amounts paid to Tom Berman are shown in the 2019 Summary Compensation Table for named executive officers. All directors are compensated for 2020 with a fee of $2,000 per meeting. The fee is payable in shares of our Class A common stock. Todd Lunsford joined the Board in February 2020 and received no compensation in 2019. Except as noted, the directors do not hold stock awards or option awards.

ACTION TWO: THE SIMPLIFICATION

In accordance with Rule 14c-2 under the Exchange Act, the Simplification will become effective upon the filing of the Amended and Restated Certificate of Incorporation in the form attached hereto as Annex A (the “Certificate of Amendment”), but not sooner than 20 days after we mail this notice and the accompanying Information Statement to our stockholders. The Company anticipates that the effective date of the Simplification will be July 2, 2020.

THE COMMON STOCK CHANGES WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTEREST IN THE COMPANY.

Reasons for the Simplification

We no longer have any Class B common stock or Class Z common stock outstanding and the provisions in our certificate of incorporation describing the Class B common stock and the Class Z common stock and the different rights granted to them no longer have any relevance. The Board believes that leaving these provisions in the Certificate of Incorporation has the potential to create confusion about our capital structure and could contribute to a lack of investor interest in the Company. Therefore, the Board determined to simplify our common stock structure by eliminating the Class B common stock and the Class Z common stock along with those provisions that delineate any special rights granted to holders of Class B common stock or Class Z common stock. Following the amendment and restatement, the Class A Common Stock will be the only common stock and it will be referred to simply as “common stock.” Our Board believes that the Simplification will make our capital structure easier to understand and could make it easier to generate interest in the Company. The Board is unaware of any potential negative consequences for the Simplification.

The following chart depicts the common stock capital structure of the Company both before and after the Simplification:

Procedure for Effecting Simplification

We anticipate that the Simplification will become effective on July 2, 2020, or as soon thereafter as is reasonably practicable. When the Simplification become effective, each stock certificate representing Class A Common Stock will be deemed for all corporate purposes to evidence ownership of shares of common stock.

Generally, under our Certificate of Incorporation our shares are not certificated and most holders of our Class A Common Stock hold shares electronically in book entry form with our transfer agent, Interwest Transfer Company, Inc. No new stock certificates will be issued as a result of the Simplification. Certificates for Class A Common Stock will be recognized as representing shares of common stock once the Simplification become effective.

ACTION THREE: THE SHARE INCREASE

In accordance with Rule 14c-2 under the Exchange Act, the Share Increase will become effective upon the filing of the Amended and Restated Certificate of Incorporation in the form attached hereto as Annex A (the “Certificate of Amendment”), but not sooner than 20 days after we mail this notice and the accompanying Information Statement to our stockholders. The Company anticipates that the effective date of the Share Increase will be July 2, 2020.

Reasons for the Share Increase

The Board believes it is in the Company’s best interests to increase the number of authorized shares of common stock from 7,200,000 shares to 30,000,000 shares. The Share Increase is required to enable the Company to issue common stock under subscriptions that have been paid and to permit delivery of the underlying stock if outstanding warrants and options are exercised. The Share Increase is sufficiently large that it will also give us greater flexibility in considering and planning for future corporate needs, including, but not limited to, potential strategic transactions, including mergers, acquisitions and business combinations, stock dividends, grants under equity compensation plans, stock splits or financings, as well as other general corporate transactions. The Board believes that additional authorized shares of common stock will enable us to take timely advantage of acquisition opportunities that become available to us, as well as market conditions and favorable financing. Except as otherwise required by law, the newly authorized shares of common stock will be available for issuance at the discretion of our Board (without further action by the stockholders) for various future corporate needs, including those outlined above. While effecting the Share Increase would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of our common stock and the equity and voting rights of those holding equity at the time the additional shares are issued.

Any newly authorized shares of common stock will be identical to the shares of Class A Common Stock now authorized and outstanding. The Share Increase will not affect the rights of current holders of our Class A Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

Board Discretion to Implement the Share Increase

The Board will implement the Share Increase only upon a determination that the Share Increase is in the best interests of the stockholders at that time. The Board of Directors may determine, in its sole discretion, not to implement the Share Increase and not to file any amendment to our Certificate of Incorporation.

Effects of Share Increase

The practical effect of the Share Increase will be to increase the number of authorized shares of common stock from 7,200,000 to 30,000,000. The number of shares of common stock issued and outstanding will not change and the Share Increase will not affect any stockholder’s percentage ownership interest in the Company or proportionate voting power.

The following chart depicts the common stock capital structure of the Company both before and after the Simplification and the Share Increase, assuming the Simplification and the Share Increase are effected:

Convertible Securities

When the Simplification and Share Increase go into effect, all outstanding options, warrants and other convertible securities entitling holders thereof to purchase shares of Class A Common Stock would entitle such holders to receive, upon exercise of their securities, the same number of shares of common stock which such holders may purchase upon exercise or conversion of their securities. The exercise or conversion price of outstanding options, warrants and other convertible securities of the Company will not be affected.

Par Value Per Share of Common Stock

Neither the Simplification nor the Share Increase changes the par value of the common stock.

Effect on Voting Rights of, and Dividends on, Common Stock

There is no change to the voting rights and other rights of the holders of common stock as a result of the Simplification and Share Increase. The percentage of outstanding shares owned by each stockholder prior to the Simplification and Share Increase will remain the same. However, although the Share Increase would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of our common stock and the equity and voting rights of those holding equity at the time the additional shares are issued.

Effect on Liquidity

There will be no change in the number of outstanding shares of common stock from the Simplification or the Share Increase. Therefore, we do not anticipate any immediate impact on the liquidity in our common stock.

No Appraisal Rights

Our stockholders will not have any right to elect to have the fair value of their shares judicially appraised and paid to them in cash in connection with, or as a result of, the Simplification or the Share Increase.

Effective Date of the New Stock Authorization

We intend to effectuate the Simplification and the Share Increase on or about July 2, 2020. However, the exact timing of the Simplification and the Share Increase will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Simplification and the Share Increase if the Board, in its sole discretion, determines that it is no longer in our best interests and the best interests of our stockholders.

The Simplification and the Share Increase will become effective upon the filing of Certificate of Amendment and its acceptance for record by, the Delaware Secretary of State but in no event prior to the end of the 20-day period following the date on which this Information Statement is mailed first to our stockholders.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee, or any other person, has any substantial interest, direct or indirect, in the Corporate Actions that is not shared by all other stockholders.

ADDITIONAL INFORMATION

We are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, N.E., Washington DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F. Street, N.E., Washington DC 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.

You may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing Nano Magic Inc. at 750 Denison Court, Bloomfield Hills, Michigan 48302, ATTN: Jeanne Rickert or calling the Company at (844) 273-6462.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 750 Denison Court, Bloomfield Hills, Michigan 48302, ATTN: Jeanne Rickert or calling the Company at (844) 273-6462.

If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, the address and phone number in the preceding paragraph. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the address or phone number provided in the preceding paragraph.

MISCELLANEOUS

Additional copies of this Information Statement may be obtained at no charge by writing to us at 750 Denison Court, Bloomfield Hills, Michigan 48302.

NO ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THESE ACTIONS. HOWEVER, SECTION 14C OF THE EXCHANGE ACT REQUIRES THE MAILING TO OUR STOCKHOLDERS OF THE INFORMATION SET FORTH IN THIS INFORMATION STATEMENT AT LEAST TWENTY (20) DAYS PRIOR TO THE EARLIEST DATE ON WHICH THE CORPORATE ACTION MAY BE TAKEN.

June 12, 2020

ANNEX A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

NANO MAGIC INC.

ARTICLE 1

The name of the Corporation is Nano Magic Inc.

ARTICLE 2

The address of the registered office of the Corporation in the State of Delaware is 3411 Silverside Road, Suite 104, Tatnall Building, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is Corporate Creations Network, Inc.

ARTICLE 3

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).

ARTICLE 4

Section 4.1. Authorized Capital Stock. The Corporation is authorized to issue 100,000 shares of Preferred Stock, par value $0.0001 per share, and 30,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”).

Section 4.2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board of the Corporation (the “Board”) is hereby 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. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

All as may be determined from time to time by the Board and stated or expressed in the resolution or resolutions providing for the issuance of such Preferred Stock (collectively, a “Preferred Stock Designation”).

Section 4.3. Common Stock. Subject to the rights of the holders of any series of Preferred Stock, the powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:

ARTICLE 5

Section 5.1. Number, Election and Terms of Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, (i) the number of the Directors of the Corporation will not be less than one, and (ii) the authorized number of Directors may be determined from time to time only by a vote of a majority of the total number of Directors then in office. Election of directors need not be by written ballot.

Section 5.2. Nomination of Director Candidates. Advance notice of stockholder nominations for the election of Directors must be given in the manner provided in the Bylaws of the Corporation.

Section 5.3. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, any Director may be removed from office by the stockholders with or without cause.

ARTICLE 6

The affirmative vote of the holders of at least a majority of the quorum, voting together as a single class, is required to amend or repeal this Amended and Restated Certificate of Incorporation. The Board may make, amend and repeal the Bylaws of the Corporation. Any Bylaw made by the Board under the powers conferred hereby may be amended or repealed by the Board (except as specified in any such Bylaw so made or amended) or by the stockholders in the manner provided in the Bylaws of the Corporation.

ARTICLE 7

To the fullest extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect, no member of the Board shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director with respect to any acts or omissions in the performance of his or her duties as a member of the Board. No amendment to or repeal of this Article 7 shall apply to or have any effect on the liability or alleged liability of any member of the Board for or with respect to any acts or omissions of such member occurring prior to such amendment or repeal.

ARTICLE 8

Section 8.1. Right to Indemnification. The Corporation shall indemnify to the fullest extent permitted by the DGCL, as it now exists or may be amended, any current or former director or officer of the Corporation who is made, or threatened to be made, a party to or is otherwise involved in an action, suit or proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in the right of the Corporation) (collectively, a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or an administrator or fiduciary with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent, or as an administrator or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise (a “beneficiary”) against all expense, liability and loss (including attorneys’ fees, judgments, fines, Employee Retirement Income Security Act of 1974 (or comparable non-U.S. law) excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such beneficiary in connection therewith; except that the Corporation shall indemnify any such beneficiary in connection with a proceeding (or part thereof) initiated by such beneficiary only if such proceeding (or part thereof) was authorized by the Board or is initiated to enforce a beneficiary’s rights under this Section 8.1 or Section 8.2. No amendment to this Article 8 that limits the Corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person.

Section 8.2. Right to Advancement of Expenses. The rights granted under Section 1 of this Article 8 shall include the right to be paid by the Corporation the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); except that, if the DGCL so requires, an advancement of expenses incurred by an beneficiary in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such beneficiary, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking , by or on behalf of such beneficiary, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such beneficiary is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 8.1 and 8.2 shall be contract rights and such rights shall continue as to a beneficiary who has ceased to be a director or officer and shall inure to the benefit of the beneficiary’s heirs, executors and administrators. No amendment to this Article 8 that limits the Corporation’s obligation regarding advancement of expenses shall have any effect on that right for a claim arising out of an act or omission that occurs prior to the date of the amendment.

Section 8.3. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or an administrator or fiduciary with respect to any employee benefit plan to the fullest extent of the provisions of this Article 8 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 8.4. Non-Exclusivity of Rights. Any indemnification or advancement of expenses made pursuant to this Article 8 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, this Amended and Restated Certificate of Incorporation, the Bylaws or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 8.5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE 9

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) an action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.