NOCOPI TECHNOLOGIES INC/MD/ 8-K

What Happened
NOCOPI Technologies, Inc. (NNUP) filed an 8‑K reporting that on May 18, 2026 it closed an Asset Purchase Agreement to acquire substantially all assets of Polymeric U.S., Inc. (the “Business”) for aggregate consideration of $2,650,000. The Purchase Price consists of $1,900,000 in cash (subject to adjustments), assumption of certain liabilities, and 500,000 shares of NOCOPI common stock issued to the seller. At closing the buyer delivered $1,750,000 in cash and retained a $150,000 holdback to secure post‑closing working capital adjustments and indemnity claims. The company also entered Stock Purchase Agreements to sell up to 266,668 shares at $1.50 per share in a private placement expected to close by September 2, 2026 for gross proceeds of approximately $400,000. A press release was issued May 21, 2026.

Key Details

• Closing date: May 18, 2026. Total agreed Purchase Price: $2,650,000.
• Cash paid at closing: $1,750,000; $150,000 holdback to be released in portions (up to $50,000 after final working capital determination, up to $50,000 at 12 months, remainder at 18 months).
• Equity issued as consideration: 500,000 shares of common stock to the seller.
• Private placement: 266,668 placement shares at $1.50 each (expected gross proceeds ≈ $400,000); at least one investor received registration rights to have shares registered within one year of that closing.
• Securities issued rely on Section 4(a)(2) private placement exemptions (unregistered).

Why It Matters
The filing documents a completed acquisition that brings a specialized industrial, digital and screen printing inks/coatings business into NOCOPI’s operations. The transaction used a mix of cash, assumed liabilities and stock, so it impacts both the company’s cash position (cash outflow of $1.75M at closing plus a $150k holdback) and its outstanding share count (500,000 consideration shares issued; up to 266,668 additional shares if the private placement closes). Investors should note the unregistered nature of the share issuances and the holdback schedule tied to working capital and indemnity matters; the company’s future disclosures may report related financial impacts and integration results.