8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 31, 2012

NANOPHASE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-22333	36-3687863
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1319 Marquette Drive, Romeoville, Illinois		60446
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 771-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Definitive Material Agreement

On March 31, 2012, Nanophase Technologies Corporation (“NTC”) entered into a Trademark Ownership Assignment Agreement (the “Trademark Assignment”) with CIK NanoTek Corporation (“CIK”), pursuant to which NTC assigned the Japanese trademark for “NanoTek” to CIK for $5,000.

In addition, on March 31, 2012, NTC and CIK entered into a Memorandum on the Payment of Royalty (the “Royalty Memorandum”), with respect to the royalty payments due in 2012 and 2013 under the license agreement, dated as of December 30, 1997, as amended, and sublicense agreement, dated as of April 1, 2009, between the parties (together, the “License Agreements”). Under the Royalty Memorandum, the parties agreed that CIK would pay NTC $279,000 by the end of April 2012 as payment for the $300,000 minimum royalty due under the License Agreements in April 2013, which represents a 7% discount for early payment.

The other terms of the License Agreements, which continue in effect until April 1, 2013, and a Subsequent Agreement between the parties that will take effect on April 1, 2013 upon the scheduled termination of the License Agreements (the “Subsequent Agreement”), were unaffected by the parties entering the Royalty Memorandum. Under the existing License Agreements, CIK currently pays NTC a royalty in exchange for an exclusive technology license and certain territorial benefits. The Subsequent Agreement will permit CIK to produce, use and sell nanocrystalline materials on a non-exclusive, royalty-free basis and will permit both CIK and NTC to sell those materials without territorial restrictions. The Subsequent Agreement will provide flexibility to both NTC and CIK to compete in the marketplace and further allow the companies to work together prospectively as and to the extent both parties deem mutually beneficial.

The foregoing description of the Trademark Assignment and the Royalty Memorandum does not purport to be complete and is qualified in its entirety by reference to the full text of the Trademark Assignment and the Royalty Memorandum, which are filed as Exhibits 10.1 and 10.2 hereto, are incorporated herein by reference and constitute a part of this report.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1	Trademark Ownership Assignment Agreement dated March 31, 2012
Exhibit 10.2	Memorandum on the Payment of Royalty dated March 31, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, at amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NANOPHASE TECHNOLOGIES CORPORATION
	(Registrant)
April 4, 2012		/s/ FRANK CESARIO
(Date)		FRANK CESARIO
		Chief Financial Officer

Exhibit Index

Exhibit 10.1	Trademark Ownership Assignment Agreement dated March 31, 2012
Exhibit 10.2	Memorandum on the Payment of Royalty dated March 31, 2012

EX-10.1

Exhibit 10.1

TRADEMARK OWNERSHIP ASSIGNMENT AGREEMENT

THIS AGREEMENT is made and entered into as of the 31 day of March, 2012, by and between Nanophase Technologies Corporation (“Assignor”) and CIK NanoTek Corporation (“Assignee”);

WHEREAS, Assignor is the owner of the trademark “NanoTek ” in JAPAN (Trademark Registration No. 4,399,761) as used for metal oxide powder and for its various applications (“Mark”); and

WHEREAS, Assignee is desirous of acquiring all rights, title and interest in Mark of Assignor;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Assignor shall sell, assign, transfer and set over to Assignee, all of the Assignor’s right, title and interest in and to Mark.

2. Any costs and fees associated with the ownership transfer from Assignor to Assignee shall be borne by Assignee.

3. Assignor makes no representation or warranty as to the validity or enforceability of the Mark under the law of Japan.

4. In consideration of the assignment, Assignee shall pay to Assignor 5,000 U.S. Dollars ($5,000).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Assignor Nanophase Technologies Corporation 1319 Marquette Drive Romeoville, IL 60446 USA		Assignee CIK NanoTek Corporation 18-1,1-Chome, Kyobashi, Chuo-ku,Tokyo, JAPAN
By:	/s/ Jess Jankowski	By:	/s/ Akihiro Onishi
	Jess Jankowski President and Chief Executive Officer		Akihiro Onishi President
Date:	March 31, 2012	Date:	March 31, 2012

EX-10.2

Exhibit 10.2

Memorandum on the payment of royalty

Nanophase Technologies Corporation (“NTC”) and CIK NanoTek Corporation (“CIKN”) agree as follows with respect to the License Agreement made and entered into as of December 30^th, 1997, Amendment No.l to License Agreement 2004.7.13, Amendment No.2 to License Agreement 2008.4.2 by and between C.I. Kasei Co., Ltd. (“CIK”) and NTC, and the Sublicense Agreement made and entered into as of April 1^st, 2009 by CIK and CIKN (jointly “License Agreements”).

In consideration of the payment under the License Agreements, the royalties CIKN shall pay to NTC are as follows:

(1) The remaining balance of minimum royalty due in April of 2012: $271,053.33(USD)

(2) The minimum royalty due in April of 2013: $300,000 (USD)

For the payments above, NTC and CIKN agree as follows:

NTC shall give CIKN 7% discount against the minimum royalty due in April of 2013, provided that CIKN advances the payment in April of 2012.

NOW THEREFORE, CIKN shall pay the remaining balance of minimum royalty due in April of 2012 and the discounted minimum royalty due in April of 2013 by the end of April, 2012.

Upon the payments by CIKN as provided herein, all obligations for the payments provided in License Agreements shall be completed.

IN WITNESS WHEREOF, the parties made the Memorandum in duplicate and each party shall retain one copy after affixing its signature.

Date: March 31, 2012

Nanophase Technologies Corporation		CIK NanoTek Corporation
1319 Marquette Drive Romeoville, IL 60446 USA		18-1, 1-Chome, Kyobashi, Chuo-ku, Tokyo JAPAN
By:	Jess Jankowski, President and Chief Executive Officer	By:	Akihiro Onishi, President
/s/ Jess Jankowski		/s/ Akihiro Onishi