ecm_sc13da
|
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
|
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
|
Nocopi
Technologies, Inc.
|
|
(Name of Issuer)
|
|
Common
Stock, par value $.01 per share
|
|
(Title of Class of Securities)
|
|
655212207
|
|
(CUSIP Number)
|
|
Tim
EriksenEriksen Capital Management LLC8695 Glendale RoadCuster, WA
98240(360) 354-3331
|
|
(Name, Address and Telephone Number of PersonAuthorized to Receive
Notices and Communications)
|
|
August 24, 2021
|
|
(Date of Event which Requires Filing of this
Statement)
|
|
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
|
|
1. NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ERIKSEN
CAPITAL MANAGEMENT LLC
|
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE
INSTRUCTIONS)
|
|
|
|
|
(b)
|
|
|
3. SEC
Use Only
|
|
|
4. SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
|
|
|
6. CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTINGPERSON
WITH
|
7. SOLE
VOTING POWER
6,821,839
|
|
|
8. SHARED
VOTING POWER
0
|
|
9. SOLE
DISPOSITIVE POWER
6,821,839
|
|
|
|
10. SHARED
DISPOSITIVE POWER
0
|
|
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
6,821,839
|
|
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
|
|
|
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
10.1%
|
|
14.
TYPE OF REPORTING PERSON (see
instructions)
|
|
IA
|
*
Percentage
calculated based on 67,495,055 shares of common stock, par value
$.01 per share, outstanding as of August 9, 2021, as reported in
the Form 10-Q of Nocopi Technologies, Inc. filed with the
Securities and Exchange Commission on August 11, 2021.
|
1. NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
CEDAR
CREEK PARTNERS LLC
|
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE
INSTRUCTIONS)
|
|
(a)
|
|
|
(b)
|
|
|
3. SEC
Use Only
|
|
|
4. SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
|
☐
|
|
6. CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTINGPERSON
WITH
|
7. SOLE
VOTING POWER
6,073,953
|
|
|
8. SHARED
VOTING POWER
0
|
|
9. SOLE
DISPOSITIVE POWER
6,073,953
|
|
|
|
10. SHARED
DISPOSITIVE POWER
0
|
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,073,953
|
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
|
14. TYPE
OF REPORTING PERSON (see instructions)
|
|
PN
|
*
Percentage
calculated based on 67,495,055 shares of common stock, par value
$.01 per share, outstanding as of August 9, 2021, as reported in
the Form 10-Q of Nocopi Technologies, Inc. filed with the
Securities and Exchange Commission on August 11, 2021.
|
1. NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
TIM
ERIKSEN
|
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE
INSTRUCTIONS)
|
|
(a)
|
|
|
(b)
|
|
|
3. SEC
Use Only
|
|
|
4. SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
|
☐
|
|
6. CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTINGPERSON
WITH
|
7. SOLE
VOTING POWER
639,886
|
|
|
8. SHARED
VOTING POWER
0
|
|
9. SOLE
DISPOSITIVE POWER
639,886
|
|
|
|
10. SHARED
DISPOSITIVE POWER
0
|
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
639,886
|
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
|
14. TYPE
OF REPORTING PERSON (see instructions)
|
|
IN
|
*
Percentage
calculated based on 67,495,055 shares of common stock, par value
$.01 per share, outstanding as of August 9, 2021, as reported in
the Form 10-Q of Nocopi Technologies, Inc. filed with the
Securities and Exchange Commission on August 11, 2021.
EXPLANATORY NOTE
This
Amendment No. 3 (this “Amendment”) amends, supplements
and restates in its entirety the Schedule 13D filed on May 6, 2021,
as amended on July 22, 2021, and August 16, 2021 (as amended, the
“Schedule 13D”), by the Reporting Persons relating to
the Common Stock of the Issuer (as such terms are defined
below).
Item
1.
Security
and Issuer
This
Schedule 13D (this “Statement”) relates to shares of
the common stock, par value $.01 per share (the “Common
Stock”), of Nocopi Technologies, Inc. (the
“Issuer” or “Nocopi”). The address of the
issuer is 480 Shoemaker Road, Suite 104, King of Prussia,
Pennsylvania 19406.
Item
2.
Identity
and Background
(a) This
Statement is filed by:
(1)
Eriksen Capital
Management LLC (“ECM”);
(2)
Cedar Creek
Partners LLC (“CCP”);
(3)
Tim Eriksen, a
registered investment adviser with the State of Washington,
managing member of CCP and ECM, and a nominee for the Board of
Directors of the Issuer (the “Board”);
Each of
the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting
Persons.”
ECM is
the managing member of CCP and investment advisor to separately
managed accounts (each, an “SMA”). CCP is a private
investment partnership. By virtue of his position with ECM, Mr.
Eriksen has the sole power to vote and dispose of the shares of
Common Stock owned by CCP.
The
shares of Common Stock reported as owned by Mr. Eriksen includes
35,000 shares held in his spouse’s individual retirement
account (“IRA”).
(b) The
principal business address of Mr. Eriksen, ECM and CCP is 8695
Glendale Road, Custer, WA 98240.
(c) The
principal business of CCP is acquiring, holding and disposing of
investments in various companies. The principal business of ECM is
serving as the investment manager of CCP and SMAs. The principal
occupation of Mr. Eriksen is serving as the sole manager of
ECM.
(d) No
Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Parties has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
(f) Mr.
Eriksen is a citizen of the United States. ECM and CCP are both
Washington limited liability companies.
Item
3.
Source
and amount of Funds or Other Consideration
The
shares of Common Stock were acquired in open market purchases with
the working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business
and may constitute uncommitted cash of SMAs) or personal funds, as
applicable, of the applicable Reporting Person. The aggregate
purchase price, excluding commissions, of the 6,073,953 shares of
Common Stock owned by CCP was $995,983; of the 108,000 shares of
Common Stock owned by ECM (on behalf of SMAs) was $17,270; of the
639,886 shares of Common Stock owned by Mr. Eriksen (including
through his spouse’s IRA) was $104,964.
Item
4.
Purpose
of Transaction
The
Reporting Persons acquired shares of Nocopi for investment
purposes.
In
pursuing its investment purposes, the Reporting Persons may further
purchase, hold, vote, trade, dispose or otherwise deal in the
Common Stock at times, and in such manner, as they deem advisable
to benefit from, among other things, (1) changes in the market
prices of the shares of Common Stock; (2) changes in the
Issuer’s operations, business strategy or prospects; or (3)
from the sale or merger of the Issuer. To evaluate such
alternatives, the Reporting Persons will closely monitor the
Issuer’s operations, prospects, business development,
management, competitive and strategic matters, capital structure,
and prevailing market conditions, as well as other economic,
securities markets and investment considerations. Consistent with
their investment research methods and evaluation criteria, the
Reporting Persons may discuss such matters with the management or
the Board, other stockholders, industry analysts, existing or
potential strategic partners or competitors, investment and
financing professionals, sources of credit, and other investors.
Such evaluations and discussions may materially affect, and result
in, among other things, the Reporting Persons (1) modifying their
ownership of the Common Stock; (2) exchanging information with the
Issuer pursuant to appropriate confidentiality or similar
agreements; (3) proposing changes in the Issuer’s operations,
governance or capitalization; (4) proposing or pursuing changes to
the Company’s board of directors or Corporation’s
bylaws; or (5) pursuing one or more of the other actions described
in subsections (a) through (j) of Item 4 of Schedule
13D.
In
addition to the information disclosed in this Statement, the
Reporting Persons reserve the right to (1) formulate other plans
and proposals; (2) take any actions with respect to their
investment in the Issuer, including any or all of the actions set
forth in subsections (a) through (j) of Item 4 of Schedule 13D; and
(3) acquire additional shares of Common Stock or dispose of some or
all of the shares of Common Stock beneficially owned by them, in
each case in the open market, through privately negotiated
transactions or otherwise. The Reporting Persons may at any time
reconsider and change their plans or proposals relating to the
foregoing.
On
August 24, 2021, ECM, CCP and Mr. Eriksen provided appropriate
evidence to the Issuer that they have obtained the requisite
support of a sufficient number of the Issuer’s stockholders
to call a special meeting of stockholders (the “special
meeting”). The purpose of the special meeting is to remove
the current members of the Board, elect Mr. Eriksen, Mr. Harris
Perlman and Mr. Matthew Winger as directors, and make certain
amendments to the bylaws of the Issuer in connection with the
foregoing. The Reporting Persons expect the Issuer to hold the
special meeting promptly. The press release issued by the Reporting
Persons concerning the foregoing is attached as Exhibit 2 and is
incorporated by reference.
Item
5.
Interest
in Securities of the Issuer
(a) and
(b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11
and 13 on the cover pages of this Statement are incorporated by
reference. The following sets forth the aggregate number and
percentage (based on 67,495,055 shares of Common Stock outstanding
on August 9, 2021, as reported in the Form 10-Q of the Issuer filed
with the Securities and Exchange Commission on August 11, 2021) of
outstanding shares of Common Stock owned beneficially by the
Reporting Persons.
|
|
|
|
|
Cedar Creek
Partners LLC (1)
|
6,073,953
|
9.0%
|
|
SMAs
(2)
|
108,000
|
0.2%
|
|
Tim Eriksen
(3)
|
639,886
|
0.9%
|
|
Total
|
6,821,839
|
10.1%
|
(1)
CCP is an
investment partnership for which ECM is Managing Member and acts as
the discretionary portfolio manager.
(2)
Shares held by the
SMAs are owned by investment clients of ECM, who are also
responsible to vote the shares. ECM does not own these shares
directly, but by virtue of ECM’s Investment Advisory
Agreement, ECM may be deemed to beneficially own these shares by
reason of its power to dispose of such Shares. ECM, CCP and Mr.
Eriksen disclaim beneficial ownership of these shares.
(3)
These shares are
owned by Mr. Eriksen in his individual capacity.
Each
Reporting Person may be deemed to be a member of a
“group” with the other Reporting Persons for the
purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. As such, each Reporting Person may be deemed to
be the beneficial owner of the shares of Common Stock directly
owned by the other Reporting Persons. Each Reporting Person
disclaims beneficial ownership of such shares except to the extent
of his or its pecuniary interest therein.
(c) The
following table sets forth all transactions with respect to the
Common Stock effected by Reporting Persons in the 60 days prior to
the date of this Statement. All transactions were effected in the
open market.
|
|
Date
|
|
|
|
|
ECM
|
8/16/2021
|
500
|
Buy
|
0.212
|
|
CCP
|
8/16/2021
|
105,000
|
Buy
|
0.215
|
(d) No
other person is known to the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock covered
by this Statement.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Other
than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer.
Item
7.
Material
to be Filed as Exhibits.
Exhibit
1 Joint
Filing Agreement
Exhibit
2 Press
Release, dated August 26, 2021
SIGNATURE
After
reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date:
August 26, 2021
|
|
ERIKSEN CAPITAL MANAGEMENT LLC |
|
|
|
|
|
|
|
By:
|
/s/ Tim
Eriksen
|
|
|
|
|
Tim
Eriksen |
|
|
|
|
Managing
Member |
|
|
|
CEDAR CREEK PARTNERS LLC |
|
|
|
|
|
|
|
By:
|
/s/ Tim
Eriksen
|
|
|
|
|
Tim
Eriksen |
|
|
|
|
Managing
Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
TIM ERIKSEN |
|
|
|
|
/s/
Tim
Eriksen |
|
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named
below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including additional amendments thereto)
with respect to the shares of common stock, par value $.01 per share, of Nocopi Technologies, Inc.. This Joint Filing
Agreement shall be filed as an Exhibit to such
Statement.
Dated: August 26, 2021
|
|
ERIKSEN CAPITAL MANAGEMENT LLC |
|
|
|
|
|
|
|
By:
|
/s/ Tim
Eriksen
|
|
|
|
|
Tim
Eriksen |
|
|
|
|
Managing
Member |
|
|
|
CEDAR CREEK PARTNERS LLC |
|
|
|
|
|
|
|
By:
|
/s/ Tim
Eriksen
|
|
|
|
|
Tim
Eriksen |
|
|
|
|
Managing
Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
TIM ERIKSEN |
|
|
|
|
/s/
Tim
Eriksen |
|