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): August 25, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 2, 2022 the Company filed Articles of Amendment to its Articles of Incorporation (the “August 2, 2022 Articles of Amendment”) with State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) to effect a one-for-ten (1:10) reverse stock split of the Company’s common stock. The August 2, 2022 Articles of Amendment stated that the August 2, 2022 Articles of Amendment will become effective as of 12:01 a.m. Eastern Standard Time on August 26, 2022.
On August 25, 2022 the Company filed with the SDAT (i) a Notice of Abandonment to Articles of Amendment to abandon the August 2, 2022 Articles of Amendment; and (ii) Articles of Amendment to its Articles of Incorporation (the “August 25, 2022 Articles of Amendment”) to effect a one-for-ten (1:10) reverse stock split of the Company’s common stock, par value $0.01 per share (the “Reverse Stock Split”). The August 25, 2022 Articles of Amendment state that the August 25, 2022 Articles of Amendment will become effective as of 12:01 a.m. Eastern Standard Time on September 2, 2022 (the “Effective Time”). At the Effective Time, every ten shares of common stock of the Company that were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of common stock of the Company.
The Company’s common stock will trade with the new CUSIP number of 655213106 after the Effective Time. The foregoing actions have been approved by the Company's Board of Directors pursuant to the Maryland General Corporation Law and no stockholder approval is required.
The Reverse Stock Split will not affect any stockholder’s ownership percentage of the Company’s shares, except to the limited extent that the Reverse Stock Split would result in any stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise be entitled to receive a fraction of a share of the Company’s common stock will instead receive one whole share of common stock. There will be no change to the number of authorized shares or the par value per share.
The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, is acting as exchange agent for the Reverse Stock Split and, as necessary, will send instructions to stockholders of record regarding the exchange of certificates for common stock.
A copy of each of the August 2, 2022 Articles of Amendment, the Notice of Abandonment to Articles of Amendment and the August 25, 2022 Articles of Amendment are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 3.1 | Articles of Amendment - Filed August 2, 2022* | |
| 3.21 | Abandonment to Articles of Amendment – Filed August 25, 2022 | |
| 10.1 | Articles of Amendment - Filed August 25, 2022 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
*Incorporated by reference to the Company’s Form 8-K filed on August 5, 2022
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: August 25, 2022 | By: | /s/ Rudolph A. Lutterschmidt |
| Rudolph A. Lutterschmidt | ||
| Vice-President and Chief Financial Officer | ||
EXHIBIT 3.2
NOCOPI TECHNOLOGIES, INC.
NOTICE OF ABANDONMENT
TO
ARTICLES OF AMENDMENT
Nocopi Technologies, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:
| FIRST: | The title of the document being abandoned is “Nocopi Technologies, Inc. Articles of Amendment” (the “Amendment”). |
| SECOND: | The Amendment being abandoned by this Notice of Abandonment were accepted for record by the SDAT on August 2, 2022 with an effective date and time of 12:01 a.m. on August 26, 2022. |
| THIRD: | The abandonment of the Amendment was authorized by a majority vote of the entire board of directors of the Corporation as contemplated by Section 2-612 of the Maryland General Corporate Law. |
| FOURTH: | Each of the undersigned acknowledges this Notice of Abandonment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledge that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. |
IN WITNESS WHEREOF, the Corporation has caused this Notice of Abandonment to be executed in its name and on its behalf by the undersigned on this 25th day of August 2022.
| ATTEST: | NOCOPI TECHNOLOGIES, INC., | |||
| a Maryland corporation | ||||
| By: | /s/ Rudolph A. Lutterschmidt | By: | /s/ Michael A. Feinstein, M.D. | |
| Name: | Rudolph A. Lutterschmidt | Name: | Michael A. Feinstein, M.D. | |
| Title: | Chief Financial Officer | Title: | Chief Executive Officer | |
EXHIBIT 3.3
NOCOPI TECHNOLOGIES, INC.
ARTICLES OF AMENDMENT
NOCOPI TECHNOLOGIES, INC., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:
FIRST: The charter of the Corporation is hereby amended to provide that, effective as of 12:01 a.m. Eastern Standard Time on September 2, 2022 (the “Effective Time”), every ten shares of common stock, $0.01 par value per share, of the Corporation that were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of common stock, $0.10 par value per share of the Corporation.
SECOND: Upon the effectiveness of the amendment set forth in Article FIRST hereof, the charter of the Corporation is hereby further amended to decrease the par value of each share of common stock of the Corporation from $0.10 per share to $0.01 per share.
THIRD: These Articles of Amendment were approved by a majority of the board of directors of the Corporation, and (i) the amendment set forth in Article FIRST hereof is made without action by the stockholders of the Corporation pursuant to Section 2-309(e) of the Maryland General Corporation Law, and (ii) the amendment set forth in Article SECOND hereof is made without action by the stockholders of the Corporation pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
FOURTH: The authorized stock of the Corporation has not been increased by these Articles of Amendment. The aggregate par value of the authorized stock of the Corporation has not been increased by these Articles of Amendment.
FIFTH: As amended hereby, the charter of the Corporation shall remain in full force and effect.
SIXTH: Each of the undersigned acknowledges these Articles of Amendment to be the act and deed of the respective entity on behalf of which he has signed, and further, as to all matters or facts required to be verified under oath, each of the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts relating to the entity on whose behalf he has signed are true in all material respects and that this statement is made under the penalties of perjury.
-Signatures Appear on Following Page-
IN WITNESS WHEREOF, these Articles of Amendment are hereby signed in the name of and have been duly executed, as of the 25th day of August, 2022, on behalf of the Corporation, by its officer set forth below.
| ATTEST: | NOCOPI TECHNOLOGIES, INC., | |||
| a Maryland corporation | ||||
| By: | /s/ Rudolph A. Lutterschmidt | By: | /s/Michael A. Feinstein, M.D. | |
| Name: | Rudolph A. Lutterschmidt | Name: | Michael A. Feinstein, M.D. | |
| Title: | Chief Financial Officer | Title: | Chief Executive Officer | |