NOCOPI TECHNOLOGIES INC/MD/ 8-K

What Happened
NoCopi Technologies Inc. (NNUP) announced it entered into Stock Purchase Agreements for a private placement of 266,666 shares of its common stock at $1.50 per share, with expected gross proceeds of approximately $0.4 million. The company expects the closing to occur by January 9, 2026. Company President and Director Kevin Westenburg purchased 33,333 of the placement shares.

Key Details

• 266,666 Placement Shares to be issued at $1.50 per share, for roughly $399,999 (approx. $0.4M) in gross proceeds.
• Closing expected by January 9, 2026.
• Kevin Westenburg (President and Director) purchased 33,333 shares in the placement.
• The company entered into Registration Rights Agreements requiring it to file a registration statement for the Placement Shares on or prior to January 9, 2027.
• The shares are being sold in a private, unregistered offering; purchasers represented they are accredited investors and the sale relies on the Section 4(a)(2) exemption.

Why It Matters
This transaction provides immediate capital (about $0.4M) for NoCopi without a public offering. The registration rights give investors a path to resale in the public market once the company files the required registration statement within a year. Retail investors should note dilution from the new shares and that the offering was unregistered and limited to accredited investors.