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): November 25, 2014 (November 19, 2014)

NANOPHASE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22333	36-3687863
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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

Not applicable

(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 (see General Instruction A.2. below):

¨ 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 Material Definitive Agreement

On November 19, 2014, Nanophase Technologies Corporation (the “Company”) and Roche Diagnostics GmbH (“Roche”) entered into the First Amendment (the “Amendment”) to the Supply Agreement of March 3, 2006 (the “Supply Agreement”), between the Company and Roche. The Amendment sets forth the minimum product order size and the binding product quantities that Roche has ordered from the Company for delivery during the second half of 2014 and during 2015 and 2016, as well as the fixed price per kilogram that will be charged by the Company for such orders. The Amendment also revises the time period for payment by Roche and addresses the use of Roche’s trademarks and trade/company names by the Company.

All other terms and conditions in the Supply Agreement as in effect immediately prior to the Amendment remain in full force and effect thereafter. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed, with confidential portions redacted, as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following item is filed as an exhibit to this Current Report on Form 8-K:

Exhibit No.	Exhibit
10.1*	First Amendment to the Supply Agreement, entered into on November 19, 2014, between the Company and Roche Diagnostics GmbH

* Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

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.

Dated: November 25, 2014

NANOPHASE TECHNOLOGIES CORPORATION
By:	/s/ Frank Cesario
	Name:	Frank Cesario
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
10.1*	First Amendment to the Supply Agreement, entered into on November 19, 2014, between the Company and Roche Diagnostics GmbH

* Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

EX-10.1

EXHIBIT 10.1

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

FIRST AMENDMENT

to the Supply Agreement of March 3, 2006

between

Roche Diagnostics GmbH

Sandhofer StraBe 115

68305 Mannheim

Germany

(“RDG”)

and

Nanophase Technologies Corporation

1319 Marquette Drive

Romeoville, IL 60446

USA

(“Supplier”)

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

WHEREAS,

(1) RDG and Supplier have entered into a Supply Agreement effective as of March 3, 2006 (“Agreement”);

(2) The stipulations regarding quantities, firm orders and Prices shall be adjusted and the Agreement shall be supplement by a new Section about the use of trademarks and publication;

(3) The parties have therefore agreed to amend the Agreement as set out below.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein and intending to be legally bound hereby, the parties agree as follows:

1. AMENDMENT

1.1 Section 4.1 of the Agreement is hereby replaced to read as follows:

“RDG shall provide Supplier with a non-binding forecast of RDG’s requirements for the Products once per calendar year. In order to allow Supplier to plan supply of the Products, RDG shall deliver a binding forecast of its requirements for Products no later than six (6) months before each of RDG’s orders for Products from Supplier. All RDG’s orders shall have minimum quantities of [*] kilograms of Products, with any amount ordered in excess of the minimum in quantities equal to [*] kilograms. Each lot shall be accompanied by three times [*] g of the Product taken from one production run at the beginning, middle and end.

Notwithstanding the foregoing, the parties agree on a binding forecast as follows:

-a quantity of [*] kilograms of Products for delivery during the second half of 2014,

-a minimum quantity of [*] kilograms of Products for delivery during 2015,

-and a minimum quantity of [*] kilograms of Products for delivery during 2016.”

1.2 Section 5.1 of the Agreement is hereby replaced to read as follows:

“The price payable by RDG and/or its Affiliates to Supplier for the Products (including costs of packaging) is US$ [*]/kilogram for single orders of Products in minimum quantities of [*] kilograms.”

1.3 Section 5.4 of the Agreement is hereby replaced to read as follows:

“Payment for the Products ordered shall be due on the [*] ([*]) day after the date of receipt of non Defective Products as defined and an invoice by RDG and/or its Affiliates, unless otherwise agreed by the parties in writing.”

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1.4 Section 12 of the Agreement is hereby amended by addition of a new Section 12.1, which shall be inserted before Section 12.1 and shall read as follows:

“Supplier is not entitled to use RDG’s trademarks or trade/company names without RDG’s prior written consent. Subject to Section 8.2 of this Agreement, publications of Supplier in relation to this Agreement or in relation to RDG need the prior written consent of RDG.”

The numbering of Sections adjacent to the addition as well as the remaining Agreement shall remain unaffected.

2. MISCELLANEOUS

2.1 Except as expressly provided in this Amendment, the Parties agree that the Agreement will remain unchanged and in full force and effect.

2.2 No provision of this Amendment may be modified or amended except expressly by written amendment of this document signed by the Parties. Any waiver of the written form requirement must be made in writing to be valid.

Penzberg, October 15, 2014	Penzberg, October 15, 2014
Roche Diagnostics GmbH
i.V.	i.V.
/s/ Heike Rechtenbacher-Zuber	/s/  Janine  Ackermann
Heike Rechtenbacher-Zuber	Janine Ackermann
Legal Counsel	Procurement Manager
Romeoville, November 19, 2014
Nanophase Technologies Corporation
/s/ Jess Jankowski
Jess Jankowski
President and CEO

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