UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Stock Purchase Agreements
On December 31, 2025, Nocopi Technologies, Inc., a Maryland corporation (the “Company”) entered into Stock Purchase Agreements (the “Purchase Agreements”), by and between the Company and various institutional investors (the “Purchasers”). The Purchase Agreements provide for the private issuance (the “Private Placement”) to the Purchasers of an aggregate of 266,666 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock” and such shares of Common Stock issued pursuant to the Private Placement, the “Placement Shares”) at a purchase price of $1.50 per share. Kevin Westenburg, the Company’s President and a Director, purchased 33,333 Placement Shares in connection with the Private Placement.
The closing of the Private Placement is expected to occur by January 9, 2026 and the Company expects to receive gross proceeds of approximately $0.4 million.
Registration Rights Agreements
In connection with the Purchase Agreements, on December 31, 2025, the Company entered into Registration Rights Agreements with certain of the Purchasers (the “Registration Rights Agreements”). The Registration Rights Agreements provide that on or prior to January 9, 2027, the Company must file a registration statement to register the Purchaser’s respective Placement Shares.
The foregoing descriptions of the Purchase Agreements and the Registration Rights Agreements are only summaries and are qualified in their entireties by reference to the full text of the form of Purchase Agreement and Registration Rights Agreement, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The offer and sale of the Placement Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Nothing contained in this Current Report on Form 8-K constitutes an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In the Stock Purchase Agreements, the Purchasers represented to the Company that it is an “accredited investor”, as defined in Rule 501 promulgated under the Securities Act, and the Company’s offer and sale of the Placement Shares have been made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1* | Form of Stock Purchase Agreement | |
| 10.2* | Form of Registration Rights Agreement | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
* The schedules (or similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission or its staff upon request.
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.
| NOCOPI TECHNOLOGIES, INC. | ||
| Dated: January 5, 2026 | By: | /s/ Matthew C. Winger |
| Matthew C. Winger | ||
| Chief Executive Officer | ||