Nano Magic Holdings Inc.

11/19/2024 | Press release | Distributed by Public on 11/19/2024 14:28

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

COMMISSION FILE NO. 1-11602

NANO MAGIC INC.

(Exact name of registrant as specified in its charter)

Delaware 47-1598792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

31601 Research Park Drive, Madison Heights, MI 48071

(Address of principal executive office, including Zip Code)

Registrant's telephone number, including area code: (844) 273-6462

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value NMGX OTC Markets

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "accelerated filer", "large accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer
Smaller reporting company
Emerging growth company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No.

As of November 19, 2024, the registrant had 14,408,674shares of Common Stock issued and outstanding.

Nano Magic Inc.

INDEX

Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited) F-1
Condensed Statements of Operations-Three and Nine Months Ended September 30, 2024 and 2023 F-1
Condensed Balance Sheets-September 30, 2024 and December 31, 2023 F-2
Condensed Statements of Changes in Stockholders' (Deficit) Equity for the Three Months Ended September 30, 2024 and 2023 F-3
Condensed Statements of Changes in Stockholders' (Deficit) Equity for the Nine Months Ended September 30, 2024 and 2023 F-4
Condensed Statements of Cash Flows-Nine Months Ended September 30, 2024 and 2023 F-5
Notes to Condensed Financial Statements F-6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures about Market Risk 7
Item 4. Controls and Procedures 7
Part II. Other Information 8
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mine Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 8
Signatures 9
2

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements that we believe are within the meaning of the federal securities laws. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements, including the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-Q containing the words "believes," "anticipates," "plans," "expects" and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate and actual results may differ from those indicated by the forward-looking statements included in this Form 10-Q. In light of the significant uncertainties inherent in the forward-looking statements included in this Form 10-Q, you should not consider the inclusion of such information as a representation by us or anyone else that we will achieve such results. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NANO MAGIC INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2024 2023 2024 2023
NET REVENUES $ 640,271 $ 658,159 $ 1,837,005 $ 2,064,481
COST OF SALES 616,120 575,680 1,790,072 1,705,114
GROSS PROFIT 24,151 82,479 46,933 359,367
OTHER OPERATING INCOME - - - 11,420
OPERATING EXPENSES:
Selling and marketing expenses 83,946 69,242 215,748 182,684
Salaries, wages and related benefits (includes noncash compensation of $387,678, $392,631, $30,375and $162,601in the three-and-nine months ended September 30, 2024 and September 30, 2023, respectively) 630,623 264,076 1,069,041 864,864
Research and development 23,649 24,375 65,567 36,650
Professional fees (includes noncash compensation of $383,817, $395,199, $89,624and $247,791in the three-and-nine months ended September 30, 2024 and September 30, 2023, respectively) 531,075 167,704 936,907 628,092
General and administrative expenses 206,497 220,230 734,216 667,744
Total Operating Expense 1,475,790 745,627 3,021,479 2,380,034
LOSS FROM OPERATIONS (1,451,639 ) (663,148 ) (2,974,546 ) (2,009,247 )
OTHER INCOME (EXPENSE)
(Loss) income from investment in subsidiary (2,155 ) (21,267 ) 7,969 19,671
Gain from sale of investment in subsidiary 56,067 - 56,067
Loss from sale of note receivable - - (40,164 ) -
Interest expense (12,211 ) (12,068 ) (37,676 ) (34,011 )
Interest and other income (expense) 845 (3,192 ) 8,385 20,010
Total Other Income (Expense) 42,546 (36,527 ) (5,419 ) 5,670
NET LOSS (1,409,093 ) (699,675 ) (2,979,965 ) (2,003,577 )
NET LOSS PER COMMON SHARE
Basic $ (0.10 ) $ (0.06 ) $ (0.20 ) $ (0.18 )
Diluted $ (0.10 ) $ (0.06 ) $ (0.20 ) $ (0.18 )
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 14,028,240 11,293,388 13,679,848 11,105,186
Diluted 14,028,240 11,293,388 13,679,848 11,105,186

See accompanying notes to condensed financial statements.

F-1

NANO MAGIC INC.

CONDENSED BALANCE SHEETS

(unaudited)

September 30 December 31
2024 2023
ASSETS
CURRENT ASSETS:
Cash $ 38,688 $ 527,462
Accounts receivable, net of allowance for credit losses of $214,444and $150,300at September 30, 2024 and December 31, 2023, respectively 248,810 209,057
Inventory, net 719,949 849,764
Prepaid expenses 33,398 63,538
Current portion of note receivable - 50,000
Total Current Assets 1,040,845 1,699,821
Operating lease right-of-use assets 675,988 845,563
Property, plant and equipment, net 360,202 424,103
Note receivable, non-current - 291,782
Non-marketable equity investment in subsidiary 217,871 253,835
Total Assets $ 2,294,906 $ 3,515,104
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 642,129 $ 593,338
Accounts payable - related parties 157,402 55,520
Accrued expenses and other current liabilities 437,494 245,398
Current portion of notes payable 440,000 121,610
Current portion of notes payable from related party 25,000 -
Current portion of finance leases 6,275 24,194
Advances from related parties 42,887 42,887
Current portion of operating lease liabilities 179,624 161,905
Total Current Liabilities 1,930,811 1,244,852
Notes Payable, net of current portion 99,272 375,000
Notes Payable - related parties, net of current portion - 25,000
Operating lease liabilities, net of current portion 409,720 560,514
Total Liabilities 2,439,803 2,205,366
Commitments and Contingencies (See Note 9)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001par value, 100,000shares authorized; noshares issued and outstanding - -
Common stock: $0.0001par value, 30,000,000shares authorized; 14,408,674and 13,425,342issued and outstanding at September 30, 2024 and December 31, 2023, respectively 1,441 1,342
Additional paid-in capital 17,836,099 16,310,868
Accumulated deficit (17,982,437 ) (15,002,472 )
Total Stockholders' (Deficit) Equity (144,897 ) 1,309,738
Total Liabilities and Stockholders' Equity $ 2,294,906 $ 3,515,104

See accompanying notes to condensed financial statements.

F-2

NANO MAGIC INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

Class A Common Stock

Additional

Paid-in

Accumulated

Total

Stockholders'

(Deficit)

Shares Amount Capital Deficit Equity
Balance, June 30, 2024 13,708,676 $ 1,371 $ 16,539,674 $ (16,573,344 ) $ (32,299 )
Common stock issued for cash, net of issuance costs 699,999 70 524,930 - 525,000
Restricted stock issued for services - - 5,691 - 5,691
Stock-based compensation - - 765,804 - 765,804
Net loss - - - (1,409,093 ) (1,409,093 )
Balance, September 30, 2024 14,408,675 1,441 17,836,099 (17,982,437 ) (144,897 )
Balance, June 30, 2023 11,180,953 $ 1,117 $ 14,569,823 $ (13,450,655 ) $ 1,120,285
Common stock issued for cash, net of issuance costs 669,813 67 403,869 - 403,936
Stock-based compensation - - 57,601 - 57,601
Stock issued for services 115,380 12 62,386 - 62,398
Warrants and options on private placement - - (3,936 ) - (3,936 )
Net loss - - - (699,675 ) (699,675 )
Balance, September 30, 2023 11,966,146 1,196 15,089,743 (14,150,330 ) 940,609

See accompanying notes to condensed financial statements.

F-3

NANO MAGIC INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

Class A Common Stock Additional
Paid-in
Accumulated

Total

Stockholders'

(Deficit)

Shares Amount Capital Deficit Equity
Balance, December 31, 2023 13,425,342 $ 1,342 $ 16,310,868 $ (15,002,472 ) $ 1,309,738
Common stock issued for cash, net of issuance costs 983,333 99 737,401 - 737,500
Restricted stock issued for services - - 17,072 - 17,072
Stock-based compensation - - 770,758 - 770,758
Net loss - - - (2,979,965 ) (2,979,965 )
Balance, September 30, 2024 14,408,675 1,441 17,836,099 (17,982,437 ) (144,897 )
Balance, December 31, 2022 10,722,431 $ 1,072 $ 13,763,143 $ (12,146,753 ) $ 1,617,462
Common stock issued for cash, net of issuance costs 998,613 99 843,408 - 843,507
Stock-based compensation - - 343,276 - 343,276
Stock issued for services 52,800 5 65,995 - 66,000
Restricted stock issued for services 192,302 20 67,096 - 67,116
Warrants and options on private placement - - 6,825 - 6,825
Net loss - - - (2,003,577 ) (2,003,577 )
Balance, September 30, 2023 11,966,146 1,196 15,089,743 (14,150,330 ) 940,609

See accompanying notes to condensed financial statements.

F-4

NANO MAGIC INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

For the Nine Months Ended
September 30,
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,979,965 ) $ (2,003,577 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in inventory obsolescence reserve 92,424 75,841
Depreciation and amortization expense 80,865 84,132
Bad debt expense 98,619 80,896
Strock issued for services 17,072 70,710
Stock-based compensation 770,758 405,682
Income from investment in subsidiary (7,969 ) (19,671 )
Gain from sale of subsidiary (56,067 )
Change in operating assets and liabilities:
Accounts receivable (138,371 ) (53,911 )
Inventory 37,391 51,515
Prepaid expenses and contract assets 30,140 43,350
Accounts payable 90,571 3,887
Accounts payable - related party 101,882 5,839
Operating lease liabilities 36,501 42,590
Accrued expenses 192,096 154,923
Total adjustments 1,345,912 945,783
-
NET CASH USED BY OPERATING ACTIVITIES (1,634,053 ) (1,057,794 )
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from note receivable 300,000 20,000
Proceeds from sale of subsidiary 100,000 -
Purchases of property and equipment (16,964 ) (9,352 )
NET CASH PROVIDED BY INVESTING ACTIVITIES 383,036 10,648
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock and warrants 737,500 850,332
Proceeds from issuance of convertible debt and warrants 50,000 94,467
Repayment of note payable (10,000 ) -
Repayment of bank loans - (1,630 )
Repayment of finance leases (15,257 ) (32,073 )
NET CASH PROVIDED BY FINANCING ACTIVITIES 762,243 911,096
NET DECREASE IN CASH (488,774 ) (136,050 )
CASH, beginning of period 527,462 259,223
CASH, end of period $ 38,688 $ 123,173
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest $ 2,112 $ 23,973

See accompanying notes to condensed financial statements.

F-5

NANO MAGIC INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization

Nano Magic Inc. ("we", "us", "our", "Nano Magic" or the "Company"), a Delaware corporation, develops and sells a portfolio of nano-layer coatings, nano-based cleaners, and nano-composite products based on its proprietary technology

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information. Accordingly, they do not include all the information and disclosures required by US GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period. The balance sheet at December 31, 2023 has been derived from the audited financial statement at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited condensed financial statements should be read in conjunction with the audited condensed financial statements and related disclosures of the Company as of December 31, 2023 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on April 3, 2024.

Going Concern

These unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the unaudited condensed financial statements, the Company had losses from operations and net cash used by operations of $2,974,546and $1,634,053for the nine months ended September 30, 2024 and a loss from operations of $2,009,247and cash used by operations of $1,057,794for the nine months ended September 30, 2023. Moreover, at September 30, 2024, the Company had a working capital deficit of $(889,966)as compared to positive working capital of $454,969at December 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these unaudited condensed financial statements are issued. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive or raise additional capital. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. They do not include any adjustments related to the recoverability and/or classification of the recorded asset amounts and/or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period. These reclassifications had no effect on the previously reported net loss.

F-6

NOTE 2 - INVENTORY

At September 30, 2024 and December 31, 2023, inventory consisted of the following:

September 30, 2024 December 31, 2023
Raw materials $ 712,072 $ 648,537
Work-in-progress 218,815 235,811
Finished goods 212,991 296,921
1,143,878 1,181,269
Less: reserve for obsolescence

(423,929

) (331,505 )
Inventory, net $ 719,949 $ 849,764

NOTE 3 - ACCOUNTS RECEIVABLE

At September 30, 2024 and December 31, 2023, accounts receivable consisted of the following:

September 30, 2024 December 31, 2023
Accounts receivable 463,254 $ 359,357
Less: allowance for doubtful accounts

(214,444

) (150,300 )
Accounts receivable, net 248,810 $ 209,057

Bad debt expense was $80,865and $84,132in the nine months ended September 30, 2024 and September 30, 2023, respectively, and included in general and administrative expenses in the statements of operations.

NOTE 4 - INVESTMENT IN SUBSIDIARY

For the three- and nine-month periods ended September 30, 2024, we sold portions of the note receivable from ANI to various parties for total cash proceeds of $0and $300,000, respectively, incurring a loss on the sale of the note of $41,782. The losses were recorded in other expense in the statement of operations. As a result, at September 30, 2024, the note receivable had a balance of $0as compared to $341,782at December 31, 2023; $0was included in current assets at September 30, 2024 with $50,000included in current assets at December 31, 2023.

The Company is accounting for its ownership interest in ANI by the equity method of accounting under which the Company's share of the net income (loss) of ANI is recognized as income (loss) in the Company's statement of operations. Any dividends received from ANI as well as periodic losses for the Company's share will be treated as a reduction of the investment account. Periodic income will be treated as an increase in the investment account. For the three- and nine-month periods ended September 30, 2024, the Company recorded a loss from the investment in the subsidiary of $2,155 and income of $7,969, respectively. For the three and nine-month periods ended September 30, 2023, the Company recorded a loss from the investment in subsidiary of $21,267 and income of $19,671, respectively.

During the three-month period ended September 30, 2024, The Company sold a portion of its stake in ANI for $100,000in cash, reducing its ownership from 30%to 25%. The sale resulted in a gain of $56,067and increased the investment account. At September 30, 2024 and December 31, 2023, the non-marketable investment was $217,871and $253,835, included in non-current assets, respectively.

F-7

NOTE 5 - NOTES PAYABLE AND FINANCE LEASE

Notes Payable

On January 7, 2022, the Company sold to one investor a $100,000convertible note due March 31, 2025. On January 26, 2022, and January 31, 2022, the Company sold two $50,000convertible notes to two different investors. The two $50,000notes are due March 31, 2026. All three notes were issued at face value, and bear interest at 8% per annum, payable semi-annually in cash. The notes are convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.75 per share.

On July 27, 2022, the Company sold two convertible notes, one for $50,000and one for $25,000, both due on March 31, 2025. On August 22, 2022, the Company sold a $25,000 convertible promissory note due March 31, 2026. All three notes were issued at face value, and bear interest at 8% per annum, payable semi-annually in cash. The notes are convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.75per share.

On October 26, 2022, the Company sold to an investor a $25,000convertible promissory note dueOctober 31, 2023. Issued at face value, the note bears interest at 8% per annum, payable semi-annually in cash. The note is convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.75per share. The note was subsequently extended to October 31, 2024.

On December 18, 2022, the Company issued a convertible promissory note for $50,000that is secured by certain payroll tax credits the Company is entitled to receive under the Employee Retention Tax Credit program. The note was issued at face value and bears interest at 8% per annum, payable at maturity which is eighteen monthsfrom date of issue. The note can be converted to common stock at any time at the option of the holders at a conversion price of $1.75per share at which point accrued interest will be paid in cash. At September 30, 2024, the note remains unpaid.

On June 14, 2023, the Company issued a convertible, secured note and warrants to purchase 10,000shares of the Company's common stock for $50,000with the same terms as the one issued on December 18, 2022. The warrants were recorded as a debt discount on the date of issuance for a total value of $5,333. The balance at September 30, 2024 and December 31, 2023 of the debt discount was $728and $3,390, respectively.

On July 24, 2023, the Company issued at face value a convertible note in the original principal amount of $50,000. The note is due two years from date of issue, bears interest at 8% per annum and is convertible at $1.25per share.

On November 2, 2023, the Company issued at face value a convertible note in the original principal amount of $50,000. The note is due on November 2, 2025, bears interest at 8% per annum and is convertible at $1.25per share.

On June 10, 2024, the Company issued a $50,000promissory note to an investor. The note bears interest at 1% per month and all principal and interest is payable 120 days from the date of issuance. The note is secured by two purchase orders from a large customer. At September 30, 2024, $40,000remains unpaid on this note.

At September 30, 2024 and at December 31, 2023, we had outstanding convertible notes aggregating $565,000and $525,000 in principal amount. The secured, convertible note that was due on June 18, 2024 remains unpaid. The convertible promissory notes have not been included in diluted earnings per share as they would be anti-dilutive.

Finance Lease

In December 2020, the company entered into a finance lease for production equipment. The Company financed $85,000over a period of 48months with monthly payments of $2,135during that time. As of September 30, 2024, and December 31, 2024, the balances on the finance lease were $6,275and $24,194, respectively. These balances are included in current liabilities on the balance sheet.

F-8

NOTE 6 - OPERATING LEASE

Effective May 31, 2020, we entered into a lease with a related party for a 29,220square foot building in Madison Heights, Michigan. The occupancy and rent commencement date was October 1, 2020. The lease has an initial 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. The renewal term is not included in the calculation of the operating lease liability. 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. During the first three years we had the right to buy up to a 49% interest in Magic Research LLC for a price equal to 49% of the contributions received from other members. This right has now expired as we did not exercise the option. See Note 8, Stockholders' Equity, for a description of warrants issued to the owners of Magic Research LLC in connection with this lease. The fair value of these warrants totaling $311,718were recorded as initial direct costs of obtaining the lease and are included in right-of-use assets on the accompanying balance sheet. See Note 7 , Related Party Transactions, for information about roles in management and economic participation by our CEO and several other directors in the landlord.

In February 2023, we reached an agreement with the landlord of our Michigan facility to accept $66,000worth of our common stock at a price of $1.25per share as partial payment of rent for the six-month period from October 2022 through March 2023. During that period, we paid cash of $8,056per month, effectively a cash rent reduction of $10,983per month. In May 2023, we reached a further agreement with the landlord under which we pay cash each month to cover the cost of the mortgage and the lease for the lighting fixtures, but that will allow us to pay the balance of the rent by issuing shares of our stock valued at $0.75per share. We have the option to continue to use stock to pay a portion of the rent through 2024. See Note 10 Subsequent Events for information about a subsequent lease amendment.

For operating leases, we calculated ROU assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. The ROU Asset was $675,988 at September 30, 2024 and $845,563at December 31, 2023. The operating lease liability was $589,344at September 30, 2024 and $722,419at December 31, 2023.

NOTE 7 - RELATED PARTY TRANSACTIONS

At September 30, 2024 and at December 31, 2023, accounts payable - related parties totaled $157,402 and $55,520, respectively, and is presented separately in current liabilities. These balances consist of amounts owed to directors and officers as well as to the landlord in which three of our directors are investors. Specifically, Mr. Ron Berman is paid $8,000monthly as a retainer on his contract with $8,000owed at September 30, 2024 in accounts payable - related parties and $0owed at December 31, 2023. Mr. Tom Berman is paid a monthly salary of $18,750, with $0and $4,379owed in accounts payable - related parties at September 30, 2024 and December 31, 2023, respectively. The landlord was owed $128,402and $30,141at September 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and at December 31, 2023, aggregate advances from Scott & Jeanne Rickert were $42,887. On both those dates, accrued payroll for the Rickerts was an aggregate of $16,000, which is included within accounts payable - related parties on the accompanying balance sheets.

F-9

In July 2024, we granted options to purchase 60,000 shares to both our CFO and to director Ronald Berman, and the option to purchase up to 30,000 shares to both our General Counsel, Jeanne Rickert, and our Chaiman, Scott Rickert. These grants were half vested on the date of grant and the balance vests monthly over the rest of 2024. In July 2024, we also granted an option to purchase up to 500,000 shares to our President and CEO, half vested on the date of grant and the rest will vest on December 31, 2024. All the options granted in July 2024 were at an exercise price of $0.31 and have a five-year term. The stock option awards to directors and officers resulted in an expense of $208,280included in stock compensation expense in the statements of operations for the three- and nine-month periods ending September 30, 2024.

In 2023, we granted options to our President and CEO Tom Berman in lieu of salary: In April, an option to purchase up to 30,000shares, fully vested for salary not paid from January to March, and, in May, a second option for up to 69,228 shares that vest at the rate of 7,692shares monthly for salary not paid in April and subsequent months of 2023. Also in May 2023, we granted our Chief Financial Officer an option for up to 100,000shares in recognition of his services from 2019 through 2022. Both our CFO and our General Counsel were granted options in May 2023 for up to 60,000shares, vesting 5,000shares per month starting in January 2023 and each month thereafter. In May 2023, we also granted director Ronald Berman an option to purchase up to 50,000shares for services previously rendered and granted him an option for 45,000shares that vest at the rate of 5,000shares per month beginning in April and for each calendar month of 2023. All options have an exercise price of $0.65per share and a four-year term.

Mr. Ron Berman and Mr. Tom Berman are the managers of the limited liability company that is the manager of PEN Comeback, LLC, PEN Comeback 2, LLC, Magic Growth, LLP, Magic Growth 2 LLC and Magic Growth 3 LLC. These five limited liability companies purchased shares of common stock and derivative securities from us in 2018, 2019, 2020, 2021 and 2022. See the subsection on Sales of Stock under Issuances of Common Stock in Note 8.

In addition, Mr. Tom Berman and Mr. Ron Berman are two of the three individuals who hold the voting power of the sole manager of the limited liability company that is the Company's landlord in Michigan. Together, Tom and Ron Berman hold, in the aggregate, a 5% economic interest in the landlord entity. Another director, Miles Gatland, owns a 12.5% interest in the Michigan landlord and he is a co-guarantor on the debt of that limited liability company. See Note 8, Stockholder's Equity regarding the issuance of stock in partial satisfaction of unpaid rent. At September 30, 2024 and at December 31, 2023, rents accrued and unpaid totaled $128,402and $30,141, respectively.

NOTE 8 - STOCKHOLDERS' EQUITY

Description of Preferred and Common Stock

Preferred Stock

The preferred stock may be issued in one or more series. The Company's board of directors are 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.

Common Stock

The rights of each share of common are the same with respect to dividends, distributions and rights upon liquidation. Holders of common stock each have one vote per share in the election of directors and other matters submitted to a vote of the stockholders.

Issuances of Common Stock

Common Stock Issued for Services

Through the nine months ended September 30, 2024, nostock has been issued for services.

In February 2023, we reached an agreement with the landlord of our Michigan facility to accept 52,800shares of our common stock at a price of $1.25per share aspartial payment of rent for the nine-month period from October 2022 through March 2023. Those shares were issued in March, 2023. In May 2023, we reached a further agreement with the landlord that calls for us to pay cash each month to cover the cost of the mortgage and the lease for the lighting fixtures, but that will allow us to pay the balance of the rent by issuing shares of our stock valued at $0.75per share. We have the option to continue to use stock to pay a portion of the rent through 2024. The landlord is a Related Party.

On May 30, 2023, the Company issued 76,922shares of restricted common stock to a consultant as compensation for services. The shares are subject to forfeiture until vested. So long as the consulting services agreement remains in effect 4,273shares vested in May for prior service, and another 4,273shares vest at the end of May and each calendar month thereafter, with 4,277shares vesting in December 2023. During 2024, 3,205shares will vest at the end of each month, with 3,206shares vesting at the end of December 2024.

F-10

In August 2023, the Company issued to each of three individuals who are serving on its advisory committee a total of 38,460shares of restricted stock for their services during 2023. All shares vested ratably by December 31, 2023.

Sales of Common Stock and Derivative Equity Securities

During the quarter ended September 30, 2024, the Company sold 699,999shares of common stock for proceeds of $525,000. For the nine months ended September 30, 2024 the company sold a total of 983,333shares of common stock for proceeds of $737,500.

During the quarter ended September 30, 2023, the Company sold 533,331shares of common stock for proceeds of $400,000. In addition, during the three-month period ended September 30, 2023, an investment made in April was cancelled and the $250,000investment was reissued at $0.75per share, resulting in a net increase in the outstanding stock of 136,482shares. In connection with this sale, the company canceled the 196,813warrants previously issued in April.

Stock Options

Stock options to purchase common stock outstanding at September 30, 2024 include those described below. No options were exercised during the period. No options have been included in diluted earnings per share as they would be anti-dilutive. During the three- and nine-month periods ending September 31, 2024, stock compensation expense totaled $771,495and $787,830respectively. During the three- and nine-month periods ending September 31, 2023, stock compensation expense totaled $119,999and $410,392.

Number of
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(Years)

Aggregate

Intrinsic

Value

Outstanding December 31, 2023 2,270,483 $ 0.67 2.72 $ 76,725
Exercised - - - -
Issued 1,106,268 0.31 - -
Expired & forfeited

(55,297

) 0.65 - -
Outstanding September 30, 2024 3,321,454 $

0.55

3.55

$

738,666

Exercisable September 30, 2024 2,903,540 $ 0.58 3.37 $

550,834

September 30, 2024 December 31, 2023
Stock options 3,321,454 2,270,483
Stock warrants 7,525,265 7,525,265
Convertible debt (on an as converted basis) 368,624 349,824
Total 11,215,343 10,145,572

Warrants

As of September 30, 2024 and September 30, 2023, there were outstanding and exercisable warrants to purchase 7,525,265 shares of common stock. The outstanding warrants have a weighted average exercise price of $1.72 per share and a weighted average remaining contractual term of 31.72months. As of September 30, 2024, there was no intrinsic value for the warrants. No warrants have been included in diluted earnings per share as they would be anti-dilutive.

F-11

2021 Equity Incentive Plan

On March 2, 2021, our Board adopted the 2021 Nano Magic 2021 Equity Incentive Plan (the "Plan") to allow equity compensation for those who provide services to the Company and to encourage ownership in the Company by personnel whose service to the Company is important to its continued progress, to encourage recipients to act as owners and thereby in the stockholders' interest and to enable recipients to share in the Company's success.

On July 29, 2024, the Company granted 426,268options under the 2021 Equity Plan at an exercise price of $0.31per share.

Other Options

See Note 7 Related Parties for other options granted to officers and directors in 2023 and 2024.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company may be, from time to time, subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. As of September 30, 2024 we were not a defendant in any proceedings. Our policy is to accrue costs for contingent liabilities, including legal proceedings or unasserted claims that may result in legal proceedings, when a liability is probable and the amount can be reasonably estimated. As of September 30, 2024, the Company has not accrued any amount for litigation contingencies.

NOTE 10 - SUBSEQUENT EVENTS

In October 2024, we reached agreement with our landlord in Michigan to use stock to pay a portion of our rent during the first half of 2025, continuing the arrangements in place for 2024.

On October 21, 2024, the Company authorized the issuance of warrants to a consultant that will vest at the rate of 62,500per quarter starting December 1, 2024 so long as the consulting arrangement continues, up to a maximum of 250,000shares at an exercise price of $0.75per share.

On October 21, 2024 the Company sold a convertible note in the principal amount of $50,000and on October 24, 2024 sold another note in the principal amount of $50,000. The notes were sold for proceeds equal to the face amount; they are due six months from date of issue, bear interest at an annual rate of 10% and are convertible into common stock at the option of the holder at a price of $1.00per share.

F-12

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying unaudited condensed financial statements.

OVERVIEW

Nano Magic develops, commercializes and markets nanotechnology powered consumer and industrial cleaners and coatings to clean, protect, and enhance products for peak performance. Consumer products include lens and screen cleaners and coatings, anti-fog solutions, and household and automobile cleaners and protective coatings sold direct-to-consumer and in big box retail. Nano Magic also sells branded and private label cleaners and coatings into the optical, safety, and industrial channels. Our focus is to expand our direct-to-consumer sales through e-commerce and to grow sales to big box retailers. We continue to sell our consumer products directly to opticians and ophthalmologists and small optical retailers. Visit www.nanomagic.comfor more information.

RESULTS OF OPERATIONS

The following comparative analysis on results of operations was based primarily on the comparative condensed financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited condensed financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three and nine months ended September 30, 2024 and 2023.

Comparison of Results of Continuing Operations for the Three and Nine Months ended September 30, 2024 and 2023

Revenues:

For the three and nine months ended September 30, 2024 and 2023, revenues from continuing operations were:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 2023 2024 2023
Total revenue $ 640,271 $ 658,159 $ 1,837,005 $ 2,064,481

For the three months ended September 30, 2024, revenues from continuing operations decreased by $17,888 or 3% as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024 revenues decreased by $227,476 or 11%, as compared to the nine months ended September 30, 2023. The decreases experienced in 2024 was due to lower revenue from sales through Amazon.

Cost of sales

Cost of sales includes inventory costs, materials and supplies costs, internal labor and related benefits, subcontractor costs, depreciation, and allocated overheads and shipping and handling costs incurred.

Three Months ended
September 30,
Nine Months ended
September 30,
2024 2023 2024 2023
Cost of sales: $ 616,120 $ 575,680 $ 1,790,072 $ 1,705,114

For the three months ended September 30, 2024, cost of revenues increased by $40,440 or 7% as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, cost of revenues increased by $84,958 or 5% as compared to the nine months ended September 30, 2023. Cost of sales increased primarily as a result of an increase in labor costs.

Gross profit

For the three months ended September 30, 2024, gross profit was $24,151 as compared to $82,479 for the prior year, a decrease of $58,328 or 71%. For the nine months ended September 30, 2024, gross profit was $46,933 as compared to $359,367 for the same period in the prior year, a decrease of $312,424 or 87%. The decreases were caused by the combination of the lower revenue, continuing fixed costs, and increased labor costs.

Other Operating Income

For the three and nine months ended September 30, 2024, other operating income was $0 as compared to $0 and $11,420 for the three and nine months ended September 30, 2023. The difference is due to the recognition of one-time income booked for the settlement of claims in 2023.

4

Operating expenses

For the three months ended September 30, 2024, operating expenses increased by $730,164 or 98% compared to the three months ended September 30, 2023. For the nine-month period ended September 20, 2024, operating expenses increased by $641,444 or 27% as compared to the nine months ended September 30, 2023. For the three and nine months ended September 30, 2024 and 2023, operating expenses consisted of the following:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2024 2023 2024 2023
Selling and marketing expenses $ 83,946 $ 69,242 $ 215,748 $ 182,684
Salaries, wages and related benefits 630,623 264,076 1,069,041 864,864
Research and development 23,649 24,375 65,567 36,650
Professional fees 531,075 167,704 936,907 628,092
General and administrative expenses 206,497 220,230 734,216 667,744
Total $ 1,475,790 $ 745,627 $ 3,021,479 $ 2,380,034
For the three months ended September 30, 2024, selling and marketing expenses increased by $14,704 or 21% as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, selling and marketing expenses increased by $33,064 or 18% as compared to the nine months ended September 30, 2023. The increases were due to increased marketing and advertising and attendance at trade shows.
For the three months ended September 30, 2024, salaries, wages and related benefits increased by $366.547 or 139%, as compared to the three months ended September 30, 2023. The cash component for the three-month period was essentially flat; the increased expense was due to the grant of options in July. For the nine months ended September 30, 2024, salaries, wages and related benefits increased by $204,177 or 24%, as compared to the nine-months ended September 30, 2023. The increase for the nine-month period related primarily to the issuance of stock options to employees.
For the three months ended September 30, 2024, research and development costs decreased by $726 or 3%, as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, research and development costs increased by $28,917 or 79%, as compared to the nine months ended September 30, 2023. The decrease for the three-month period was due timing of expenses. The increase for the nine-month period was due primarily to increased consulting expense that also supported increased research and development efforts.
For the three months ended September 30, 2024, professional fees increased by $363,371 or 217%, as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, professional fees increased by $308,815 or 49%, as compared to the nine months ended September 30, 2023. The changes were primarily due to the issuance of stock options to consultants and service providers.
For the three months ended September 30, 2024, general and administrative expenses decreased by $13,734 or 6% as compared to the three months ended September 30, 2023 due to a reduction in bad debt expense. For the nine months ended September 30, 2024, general and administrative expenses increased by $66,472 or 10% as compared to the nine months ended September 30, 2023. The difference for the nine-month period was due to increased costs for travel, software and supplies.
5

Loss from operations

As a result of the factors described above, for the three months ended September 30, 2024, loss from operations amounted to $1,451,639 as compared to a loss of $663,148 for the three months ended September 30, 2023, an increase of $788,491 or 119%. For the nine months ended September 30, 2024, loss from operations amounted to $2,974,546 as compared to a loss of $2,009,247 for the nine months ended September 30, 2023, an increase of $965,299 or 48%.

Income (loss) from investment in subsidiary

As a result of the sale of a majority interest in ANI, we report our share of ANI's income or loss as an investment in a subsidiary. For the three and nine-month periods ended September 30, 2024, we recorded a loss of $2,155 and income of $7,969, respectively. For the three and nine months ended September 30, 2023 there was a loss of $21,267, and income of $19,671, respectively.

Gain from sale of investment in subsidiary

During the three-month period ended September 30, 2024, we sold a portion of our investment in ANI, reducing our interest from 30% to 25%. The gain on that sale is reflected in other income for the quarter, totaling $56,067.

Loss from sale of note receivable

In the first two quarters of 2024, the company sold its note receivable with ANI to various parties for a cash discount, resulting in a loss of $41,782.

Interest expense

For the three months ended September 30, 2024 interest expense was $12,211 as compared to $12,068 in the prior year, and for the nine months ended September 30, 2024 interest expense was $37,676 up from $34,011 in the prior year. The increases for the three- and nine-month comparative periods was due to accrued interest on convertible notes outstanding.

Interest and other income

For the three months ended September 30, 2024, interest and other income was $845 as compared to other expense of $3,192 for the three months ended September 30, 2023. For the nine months ended September 30, 2024, interest and other income was $8,385 as compared to $20,010 for the nine months ended September 30, 2023. The decreases are due to less interest income from ANI resulting from the sales of the notes receivable with ANI.

Net loss

For the three months ended September 30, 2024, net loss was $1,409,093 as compared to a loss of $699,675 for the three months ended September 30, 2023. For the nine months ended September 30, 2024, net loss amounted to $2,979,965 as compared to a loss of $2,003,577 for the nine months ended September 30, 2023.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $889,966 and $38,688 of unrestricted cash as of September 30, 2024 and working capital of $454,969 and $527,462 of unrestricted cash as of December 31, 2023.

6

The following table sets forth a summary of changes in our working capital from December 31, 2023 to September 30, 2024:

December 31, 2023 to

September 30, 2024

September 30, 2024 December 31, 2023

Change in

Working Capital

Percentage

Change

Working capital:
Total current assets $ 1,040,845 $ 1,669,821 $ (658,976 ) (38.77 )%
Total current liabilities 1,930,811 1,244,852 (685,959 ) (55.10 )%
Working capital: $ (889,966 ) $ 454,969 $ (1,344,935 ) (295.61 )%

The decrease in current assets was primarily due to a reduction in cash; a reduction in inventory and in prepaid expenses also contributed. The increase in current liabilities was primarily due to an increase in accounts payable and accrued expenses.

Net cash used by operating activities was $(1,634,053) for the nine months ended September 30, 2024 as compared to net cash used by operating activities of $(1,057,794) for the nine months ended September 30, 2023, a net change of $576,259 or an increase of 54%. Net cash used by operating activities for the nine months ended September 30, 2024 primarily resulted from net loss from operations of $2,979,965 adjusted for add-backs of $995,702 and changes in operating assets and liabilities of $350,208.

Net cash provided by investing activities was $383,036 for the nine months ended September 30, 2024, as compared to $10,648 for the same period in 2023. The change was due in substantial part to gain on the sale of the note receivable from ANI and the sale of a portion of our stock in that subsidiary.

Net cash provided by financing activities was $762,243 for the nine months ended September 30, 2024 reflecting $787,500 in proceeds from sales of common stock, warrants and convertible notes, as compared to net cash provided by continuing financing activities of $911,096 for the same period in 2023.

Future Liquidity and Capital Needs.

Our principal future uses of cash are for working capital requirements, including working capital to support increased product sales, sales and marketing expenses and reduction of accrued liabilities. Application of funds among these uses will depend on numerous factors including our sales and other revenues and our ability to control costs.

Equipment Financing and Loans

See note 5 to our unaudited condensed financial statements regarding our equipment loan and financing leases.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our condensed unaudited financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

ITEM 3. Quantitative and Qualitative disclosures about market risk

Not applicable to smaller reporting companies.

ITEM 4. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the "Evaluation Date"). This evaluation included consideration of past practices and new resources, the scope of which is for disclosure controls only and not the Company's internal controls over financial reporting. Based upon this evaluation, our disclosure controls were determined not to be effective.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control

There were no changes identified in connection with our internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Not required of smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 18, 2024, the Company sold an aggregate of 166,666 shares of common stock for proceeds of $125,000.

On July 29, 2024, the Company granted 426,268 options under the 2021 Equity Plan at an exercise price of $0.31 per share. On July 29, 2024, we also granted options not subject to the Equity Plan, including option to purchase up to 60,000 shares to both our CFO and to director Ronald Berman, and the option to purchase up to 30,000 shares to both our General Counsel, Jeanne Rickert, and our Chaiman, Scott Rickert. These grants were half vested on the date of grant and the balance vests monthly over the rest of 2024. In July 2024, we also granted an option to purchase up to 500,000 shares to our President and CEO, half vested on the date of grant and the rest will vest on December 31, 2024. All the options granted in July 2024 that were not subject to the Plan were at an exercise price of $0.31 and have a five-year term.

On August 5, 2024, the Company sold 133,333 shares for proceeds of $100,000. On August 26, 2024, the Company sold 266,666 shares of common stock for proceeds of $200,000. On August 31, 2024, the Company sold an additional 133,333 shares for proceeds of $100,000.

On October 21, 2024 the Company sold a convertible note in the principal amount of $50,000 and on October 24, 2024 sold another note in the principal amount of $50,000. The notes were sold for proceeds equal to the face amount; they are due six months from date of issue, bear interest at an annual rate of 10% and are convertible into common stock at the option of the holder at a price of $1.00 per share.

Grants under the 2021 Equity Plan and other option grants were exempt under Rule 701. The sales and issuances of stock and other securities were exempt from registration under Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, and/or under Section 4(a)(2) of the Securities Act. Cash proceeds were used for general corporate purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit
No.
Description
4.1* Option dated July 29, 2024 issued to Tom J. Berman
4.2* Form of Option dated July 29, 2024 issued to Ronald J. Berman, Jeanne Rickert, Scott E. Rickert and Leandro Vera
31.1* Rule 13a-14(a)/15d-14(a) Certificate of Principal Executive Officer
31.2* Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer
32.1* Section 1350 Certificate of Principal Executive Officer and Chief Financial Officer
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation
101.DEF Inline XBRL Taxonomy Extension Definition
101.LAB Inline XBRL Taxonomy Extension Labels
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
8

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Nano Magic Inc.
(Registrant)
Date: November 19, 2024 /s/ Tom J. Berman
Tom J. Berman,
President and Chief Executive Officer
Date: November 19, 2024 /s/ Leandro Vera
Leandro Vera
Chief Financial Officer
9