8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 26, 2022

Commission File Number: 000-20333

NOCOPI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

maryland	87-0406496
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

480 Shoemaker Road, Suite 104, King of Prussia, PA 19406

(Address of principal executive offices)(Zip Code)

(610) 834-9600

(Registrant's telephone number, including area code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement

MSL18 Holdings Nomination and Standstill Agreement Amendment

On September 30, 2022, Nocopi Technologies, Inc., a Maryland corporation (the “Company”), entered into a Second Amendment to Nomination and Standstill Agreement (the “MSL18 Holdings Amendment”) with MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger (collectively, the “MSL18 Holdings Group”), amending the Nomination and Standstill Agreement dated March 29, 2022, as amended on May 23, 2022, by and among the Company and the MSL18 Holdings Group (the “MSL18 Holdings Agreement”).

Pursuant to the MSL18 Holdings Amendment, the Company and the MSL18 Holdings Group agreed to amend: (i) Section 1.01(b) of the MSL18 Holdings Agreement to change the date to appoint and nominate an additional designee of MSL18 Holdings Group from on or before September 30, 2022 to on or before October 7, 2022; (ii) Section 1.03 of the MSL18 Holdings Agreement to exempt Matthew C. Winger from the independence requirements and other standards set forth in Section 1.03 of the MSL18 Holdings Agreement; and (iii) Section 3.01(a) of the MSL18 Holdings Agreement to replace “thirty-five percent (35%) with “forty percent (40%)”. The foregoing is a summary of the terms of the MSL18 Holdings Amendment and does not purport to be complete and is qualified in its entirety by reference to the MSL18 Holdings Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Any capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the MSL18 Holdings Amendment.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 26, 2022, the Company’s board of directors (the “Board”) approved the appointment of Matthew C. Winger as Executive Vice President of Corporate Development effective October 1, 2022. As the Company’s Executive Vice President of Corporate Development, Mr. Winger will focus on driving growth initiatives that include strategic partnerships, mergers and acquisitions, and other expansion opportunities.

Mr. Winger, age 38, has served as a Company director since March 2022. Mr. Winger is the Director of Investments for M2A Family Office, where he evaluates public and private market investment opportunities for equity, debt, and real estate sectors, as well as provides support to portfolio investments across operations and company management. Prior to joining M2A Family Office, Mr. Winger was Director of Investments at a private venture supporting investment analysis and capital allocation. Earlier in his career, Mr. Winger was Senior Research Analyst at Fairholme Capital Management working directly with the CIO in executing a deep dive, fundamental strategy across public securities of distressed and special situation opportunities. Prior to this, Mr. Winger held various roles at TIAA-CREF, Loeb Partners and Countrywide Commercial Real Estate Finance. Mr. Winger earned a Bachelor of Science degree from the Kelley School of Business at Indiana University and an M.B.A. from New York University's Stern School of Business.

On September 29, 2022, Mr. Winger entered into a written employee agreement with the Company whereby Mr. Winger will receive as compensation a base salary of $125,000 per year. Mr. Winger will also be eligible to receive additional discretionary compensation at the discretion of the Company’s Board, based on criteria to be established by the Board. A copy of Mr. Winger’s employee agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in Item 1.01 to this Form 8-K is incorporated herein by reference. On August 1, 2022, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with MSL 18 HOLDINGS LLC and another investor for the sale of 2.5 million shares of the Company’s common stock for gross proceeds of $3.5 million whereby each investor purchased 1.25 million shares of the Company’s common stock. On September 13, 2022, the sale pursuant to the Purchase Agreement closed. There are no arrangements or understandings between Mr. Winger and any other persons pursuant to which he was appointed as the Company’s Executive Vice President of Corporate Development. There is no family relationship between Mr. Winger and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.  

Item. 8.01. Other Events.

On September 30, 2022, the Company issued a press release announcing the appointment of Matthew C. Winger as Executive Vice President of Corporate Development. A copy of such press release is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Employee Agreement dated September 29, 2022 - Matthew C. Winger
99.1	Second Amendment to Nomination and Standstill Agreement dated September 30, 2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger
99.2	First Amendment to Nomination and Standstill Agreement dated May 23, 2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger (incorporated by reference to the Company’s Form 8-K filed on 05/24/22)
99.3	Nomination and Standstill Agreement dated March 29, 2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger (incorporated by reference to the Company’s Form 8-K filed on 03/29/22)
99.4	Press Release dated September 30, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 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: September 30, 2022	By:	/s/ Rudolph A. Lutterschmidt
		Rudolph A. Lutterschmidt
		Vice-President and Chief Financial Officer

EX-10.1

Exhibit 10.1

 

September 29, 2022

Mr. Matthew Winger

4400 Biscayne Blvd.

Miami, FL 33137

Re:       Employment Offer

Dear Matthew:

On behalf of Nocopi Technologies, Inc. (the “Company”), I am pleased to offer you employment as Executive Vice President of Corporate Development, reporting to the Chief Executive Officer. The purpose of this letter is to set forth the terms of the offer.

1. Position; Duties. Your position will be as a regular full-time employee commencing on October 1,2022 (the "Commencement Date"). You will primarily work remote and will occasionally travel to the Company's headquarters in King of Prussia, Pennsylvania, as needed, in addition to other occasional travel that may be necessary to fulfill your responsibilities. You agree that, to the best of your ability and experience, you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you consistent with your position and to the reasonable satisfaction of the Company, which duties shall include, without limitation, assisting in acquiring new accounts, participating in merger and acquisition evaluations, assisting in servicing existing accounts, and working with the Chief Executive Officer on special projects.

2. Base Salary. Your annual base salary will be $125,000.00 (subject to applicable required withholding and deductions), which salary shall be reviewed by the Board of Directors (the “Board”) on an annual basis. Your salary will be paid in accordance with the Company's standard payroll policies. You will be eligible to receive additional discretionary compensation at the discretion of the Board based on criteria to be established by the Board.

3. Employee Benefits. You will be entitled to paid vacation as and when you determine, provided that you fulfill the responsibilities of your role at the Company, to the reasonable satisfaction of the Company. You will not be entitled to any other benefits.

4. Employee Covenants. As a condition of employment, you will be required to sign the Company’s form of Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement (the “Confidential Disclosure Agreement”). By accepting this offer, you agree that you will not bring with you to the Company, or use in any way during your employment with the Company, any confidential information, trade secrets or proprietary materials or processes of any former employer, entity, trust or individual for which you have performed services. You further confirm that by accepting this offer you will not breach any contract, agreement or other instrument to which you are a party or are bound.

5. Term; Employment Termination. The term of your employment shall be for two (2) years, or until September 30, 2024 (“Initial Term”), and shall thereafter automatically renew for successive two (2) year terms (each, a “Renewal Term”), provided, that neither party has provided written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as the case may be. Notwithstanding the foregoing, either you or the Company may terminate your employment at any time, as follows:

You may terminate your employment upon (a) Company’s failure to pay any amounts due to you as and when due pursuant to this letter agreement; (b) a material breach of this letter agreement by Company, other than for non-payment, not cured by Company within ten (10) days of receipt of written notice of such breach; (c) a change of control of Company; or (d) the entry of Company into bankruptcy or receivership, the winding down or dissolution of Company, or any other circumstance which, in your reasonable discretion, renders Company unable to continue its operations in the ordinary course of business.

The Company may terminate your employment upon: (A) your material breach of this letter agreement not cured by you within ten (10) days of receipt of written notice of such breach; (B) your breach of the Confidential Disclosure Agreement; (C) your intentional non-performance of your responsibilities or duties or refusal to abide or comply with any Company policy or directive of the Chief Executive Officer not cured by you within ten (10) days of receipt of written notice of same; (D) your willful dishonesty, fraud or misconduct in the reasonable judgment of the Chief Executive Officer which materially and adversely affects the Company; (E) your conviction of, or plea of nolo contendere to, a felony; (F) complaint of sexual, racial, or other harassment or discrimination against you, which the Chief Executive Officer finds after thorough investigation, to be credible; or (G) your bankruptcy or insolvency.

Upon termination of your employment for any reason, you will be entitled to receive all compensation due to you through the date of termination. For purposes of this letter agreement, the last day actually worked by you shall be deemed the date of termination.

6. Additional Agreements.

a. You will be subject to and expected to abide by the Company’s policies and procedures, as these may be changed from time to time.

b. This offer expires at 5:00 p.m. on September 30, 2022, if not accepted by then.

c. Your role as a Director of the Company will not be impacted by your employment at the Company.

d. This letter agreement, together with the Confidential Disclosure Agreement, constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company relating to the subject matter herein, except with respect to your role as a Director of the Company. In the event of any conflict between this letter agreement or the Confidential Disclosure Agreement with any other agreement between you and the Company, the terms of this this letter agreement or the Confidential Disclosure Agreement, as the case may be, shall prevail.

e. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by the laws of the Commonwealth of Pennsylvania, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Pennsylvania in connection with any Dispute or any claim related to any Dispute.

f. Notwithstanding anything to the contrary set forth herein, the Company may terminate this offer at any time prior to the commencement of your employment.

g. In case one or more of the provisions of this letter agreement shall, for any reason, be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision shall be modified or amended to the extent necessary to remove the invalidity, illegality or unenforceability. Should the amendment or modification of such provision be impossible, this letter agreement shall be construed as if it never contained the invalid, illegal or unenforceable provision and such provision shall not affect any other provision of this letter agreement.

7. Counterparts. This letter agreement may be executed in one or more counterparts, both of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other party. Any executed counterpart of this letter agreement may be delivered by facsimile or electronic transmission with the same effect as if delivered personally.

(Signature page follows.)

To indicate your acceptance of this letter agreement, please sign and date this letter agreement in the spaces provided below. Again, let me indicate how pleased we all are to extend this offer and how much we look forward to working with you.

Sincerely,

NOCOPI TECHNOLOGIES, INC.

By:/s/ Michael A. Feinstein, M.D.

Michael A. Feinstein, M.D.,

Chief Executive Officer and Chairman of the Board of Directors

Accepted and agreed:

/s/ Matthew Winger
Matthew Winger

Date: September 29, 2022

EX-99.1

Exhibit 99.1

Second AMENDMENT
TO THE
NOMINATION AND STANDSTILL AGREEMENT

This Second Amendment (this “Amendment”) to the Agreement (as defined below) is dated as of September 30, 2022, by and among Nocopi Technologies, Inc., a Maryland corporation (the “Company”), the entities and natural persons listed on Schedule A hereto (collectively, the “MSL18 Holdings Group”, and each individually a “member” of the MSL18 Holdings Group), and Michael S. Liebowitz and Matthew C. Winger (“Winger”), each in his individual capacity and as a member of the MSL18 Holdings Group (collectively, the “MSL18 Parties” and each individually, an “MSL18 Party”).

WHEREAS, the Company and MSL18 Holdings Group entered into that certain Nomination and Standstill Agreement dated March 29, 2022 (as amended by the First Amendment to the Nomination and Standstill Agreement, dated as of May 23, 2022, the “Agreement”);

WHEREAS, MSL18 Holdings Group currently beneficially owns 3,145,150 shares of the common stock, par value $0.01 per share, of the Company (the “Common Shares”), which represented approximately 34.00% of the issued and outstanding Common Shares as of September 30, 2022; and

WHEREAS, the Company and MSL18 Holdings Group desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.01. Recitals; Defined Terms. The recitals set forth above are true and correct, and are incorporated into the Agreement by reference. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings set forth in the Agreement. This Amendment is effective as of the date hereof.

1.02. Amendments to the Agreement. The Agreement is hereby amended as follows:

(a.) Section 1.01(b) is hereby amended and restated in its entirety as set forth below:

“The Company also agrees to add an additional designee of MSL18 Holdings Group (“Designee B”, and each of Winger and Designee B, an “MSL18 Designee” and collectively, “MSL18 Designees”) to the Board provided such MSL18 Designee is reasonably acceptable to the Company, and the MSL18 Holdings Group holds the Initial Minimum Threshold Percentage (as hereinafter defined) at such time or otherwise on or before October 7, 2022, subject to the terms and conditions of this Agreement, by increasing the size of the Board by one additional director and electing the Designee B as a Class I director of the Company to serve until the 2025 annual meeting of the Company’s stockholders (including any adjournment or postponement thereof) (the “2025 Meeting”) and his successor is duly elected and qualifies, or until his earlier death, resignation, disqualification or removal.”

(b.) Section 1.03 is hereby amended and restated in its entirety as set forth below:

“Each MSL18 Designee agrees that, at all times while serving on the Board, he or she will: (i) meet all independence and other standards of the Company, and listing standards of any securities exchange on which securities of the Company shall be listed and the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); provided, that the foregoing independence requirements and other standards shall not be applicable to Winger and his employment by the Company shall not be deemed a violation of any Condition (as defined below); and (ii) be qualified to serve as a director under the Maryland General Corporation Law (the foregoing in these clauses (i) and (ii) being referred to as the “Conditions”). Each MSL18 Designee agrees to promptly advise the Chairman of the Board in writing if he ceases to satisfy any of the Conditions. If (1) any MSL18 Designee ceases to satisfy any of the Conditions, (2) any MSL18 Designee, any member of the MSL18 Holdings Group, any MSL18 Affiliate breaches or fails to comply with any of the terms of this Agreement, or (3) the Board, in good faith, has reason to believe that any MSL18 Designees, any member of the MSL18 Holdings Group, any MSL18 Affiliate may have committed an illegal or fraudulent act (including insider trading) that the Board believes, in good faith, could reasonably be expected to adversely affect the Company’s reputation, then, in each case upon the request of the Board, such MSL18 Designees shall immediately resign from the Board.”

(c.) Section 3.01(a) is hereby amended to replace “thirty-five percent (35%)” with “forty percent (40%)”.

1.03. Counterparts. This Amendment may be executed in any number of counterparts (including by fax transmission or e-mail), each of which shall be deemed to be an original, but all of which together shall constitute one binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart. The captions contained in this Amendment are for convenience only and shall not affect the construction or interpretation of any provisions of this Amendment.

* * *

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or caused the same to be executed by its duly authorized representative as of the date first above written.

NOCOPI TECHNOLOGIES, INC.
By:	/s/ Michael A. Feinstein
Name:	Michael A. Feinstein, M.D
Title:	Chairman of the Board, CEO

	MSL18 HOLDINGS GROUP:
	/s/ Michael S. Liebowitz Michael S. Liebowitz /s/ Matthew C. Winger Matthew C. Winger MSL 18 HOLDINGS LLC
By:	/s/ Michael S. Liebowitz
Name:	Michael S. Liebowitz
Title:	Managing Member

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

MSL18 DESIGNEE:

/s/ Matthew C. Winger

Matthew C. Winger

Schedule A – “MSL18 Holdings Group”

Michael S. Liebowitz

Matthew C. Winger

MSL 18 HOLDINGS LLC

EX-99.4

Exhibit 99.4

 

Nocopi Technologies Names Matthew Winger as Executive Vice President of Corporate Development


King of Prussia, PA, September 30, 2022 - Nocopi Technologies, Inc. (OTC Pink: “NNUP” or “NNUPD”), a developer of specialty reactive inks, a developer of specialty reactive inks, announced today that Matthew Winger will join the company as Executive Vice President of Corporate Development effective October 1, 2022. Winger will continue to serve as a member of the Board of Directors of Nocopi Technologies.



“Nocopi Technologies is at an important juncture in its history. I could not be more thrilled to join the team at this moment," said Winger. "I look forward to further contributing to Nocopi in this capacity."



Winger has extensive public and private market investing experience across a broad range of industries. His background will be helpful in Nocopi’s business development initiatives, financial planning, and other strategic activities. In this newly created position, Winger will focus on driving growth initiatives that include strategic partnerships, mergers and acquisitions, and other expansion opportunities. 



“As we look to accelerate our growth, Matthew will help expand our business with our customer-centric innovation across both organic and inorganic growth platforms” said Michael Feinstein, Chairman and President of Nocopi Technologies. “Matthew’s fifteen plus years of financial analysis and investing experience are a perfect fit with our strategic priorities as we continue building long-term shareholder value.”



Winger has served as Director of Investments at M2A Family Office (“M2A”) evaluating investments and advising in the operations and management of M2A’s portfolio investments. Earlier in his career, Winger was a Senior Research Analyst at Fairholme Capital Management, where he focused on identifying, evaluating, and monitoring value-oriented investments. Prior to this, Winger held various investing and finance roles at TIAA-CREF, Loeb Partners and Countrywide Commercial Real Estate Finance.



Winger earned a Bachelor of Science degree from the Kelley School of Business at Indiana University and an M.B.A. from New York University's Stern School of Business. He is a CFA Charterholder and a member of the CFA Society Miami, as well as a volunteer with Big Brothers Big Sisters of Miami.

About Nocopi Technologies (www.nocopi.com)

Nocopi develops and markets specialty reactive inks for unique, mess-free applications in the entertainment, toy and educational product markets. Nocopi also develops and markets document and product authentication technologies designed to combat fraudulent document reproduction, product counterfeiting and/or unauthorized product diversion. Nocopi derives revenue from technology licensing agreements as well as from the sale of its proprietary inks and other products to licensees and/or their licensed printers. Nocopi’s products and systems include trade secrets as well as patented technologies.

Safe Harbor for Forward-Looking Statements

This release may contain projections and other "forward-looking statements" relating to Nocopi’s business, that are often identified by the use of "believes," "expects" or similar expressions. Forward-looking statements involve a number of estimates, assumptions, risks and uncertainties that may cause actual results to differ materially from those anticipated. Forward-looking statements may address uncertainties regarding customer preferences or demand for products incorporating Nocopi technology that underlie the company’s revenue expectations, the company’s ability to develop new products and new product applications, the financial condition of customers and the timeliness of their payments, the impact of fluctuations in currencies, global trade and shipping markets, etc. Actual results could differ from those projected due to numerous factors and uncertainties, and Nocopi can give no assurance that such statements will prove to be correct nor that Nocopi’s actual results of ‎operations, financial condition and performance will not differ materially from those reflected or implied by its forward-‎looking statements. Investors should refer to the risk factors outlined in Nocopi’s Form 10-K and other SEC reports available at www.sec.gov. Forward-looking statements are made as of the date of this news release; Nocopi assumes no obligation to update these statements.

Twitter – Investors: @NNUP_IR

Investor & Media Contacts

Chris Eddy or David Collins

Catalyst IR

212-924-9800

nnup@catalyst-ir.com

XML

Cover	Sep. 26, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2022
Entity File Number	000-20333
Entity Registrant Name	NOCOPI TECHNOLOGIES, INC.
Entity Central Index Key	0000888981
Entity Tax Identification Number	87-0406496
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	480 Shoemaker Road
Entity Address, Address Line Two	Suite 104
Entity Address, City or Town	King of Prussia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19406
City Area Code	(610)
Local Phone Number	834-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false