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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): November
12, 2026
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 2.02. Results of Operations and Financial
Condition.
On
November 12, 2026, Nocopi Technologies, Inc. (the “Company”) issued a press release announcing its financial results
for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
Press
Release
The
information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The
information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release, dated November 12, 2026 |
| 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: November 12, 2026 |
By: |
/s/ Matthew C. Winger |
| |
|
Matthew C. Winger |
| |
|
Chief Executive Officer |
Exhibit 99.1
Nocopi
Technologies Reports Third Quarter Results
KING OF PRUSSIA, PA – November 12, 2026 –
Nocopi Technologies, Inc. (“Nocopi Technologies” or the “Company”; OTCQB: NNUP) today reported financial results
for the quarter ended September 30, 2026.
2026 Third Quarter Highlights
| · | Total revenues increased 763% to $3.329 million in the fiscal 2026
third quarter, as compared to $0.386 million in the fiscal 2025 third quarter. This was driven in part by an early license renewal that
extended the term and added newly developed product technologies, as well as revenue from the previously announced Polymeric acquisition. |
| · | Gross profit increased to $2.203 million in the fiscal 2026 third
quarter, as compared to $0.178 million in the fiscal 2025 third quarter. |
| · | Net income was $1.397 million, or $0.12 per share, in the fiscal
2026 third quarter, as compared to a net loss of $(0.027) million, or $(0.00) per share, in the fiscal 2025 third quarter. |
| · | Net cash used in operating activities for the nine months ended September
30, 2026 was $(0.366) million, as compared to net cash provided by operating activities of $0.658 million for the nine months ended September
30, 2025. The change primarily reflects an increase in long-term receivables, largely related to guaranteed minimum royalties under the
renewed license agreement that will be collected over the license term. |
| · | Cash and cash equivalents, marketable securities, and held-to-maturity
investments totaled $10.278 million at the end of the 2026 third quarter, with no debt outstanding. |
Revenue and Gross Profit
For the three months ended September 30, 2026, total revenues were
$3.329 million, representing 763% growth compared to $0.386 million in the same period last year. The increase was largely driven by
licenses, royalties and fees revenue, which increased by $1.620 million to $1.731 million for the fiscal 2026 third quarter from $0.110
million for the fiscal 2025 third quarter. Product and other sales also increased by $1.323 million to $1.598 million for the fiscal
2026 third quarter from $0.275 million for the fiscal 2025 third quarter, as a result of sales from Polymeric as well as higher quarterly
ink shipments serving the entertainment and toy products market.
Total revenues for the nine months ended September 30, 2026 were approximately
$4,680,000 as compared to $1,225,000 for the nine months ended September 30, 2025, an increase of $3,455,000, or 282%.
The Company’s gross profit increased to $2.203 million, or 66%
of gross revenues, for the fiscal third quarter 2026 from $0.178 million, or 46% of gross revenues, for the fiscal third quarter 2025.
The increase in gross profit margin was largely due to a shift in revenue mix attributable to the license revenue recognized during the
quarter relative to product sales.
Total Operating Expenses
Total operating expenses for the fiscal third quarter 2026 were $0.982
million, compared to $0.320 million for the fiscal third quarter 2025. The increase was primarily due to the inclusion of the operations
of Polymeric. Consistent with management’s expectations for the first full quarter since closing the acquisition, operating expenses
also included elevated professional and consulting fees related to the acquisition and the integration of the expanded operations. Management
continues to work on optimizing the combined cost structure over time. In addition, sales and marketing expenses increased temporarily
primarily due to higher commission expense associated with the license agreement renewal.
Net Income
The Company reported net income of $1.397 million for the three months ended September 30, 2026, compared to a net loss of $(0.027) million
in the comparable 2025 period. For the nine months ended September 30, 2026, net income was $0.863 million, compared to a net loss of
$(0.060) million in the comparable 2025 period.
Management Commentary
The integration of Polymeric’s operations is progressing according
to plan and is already contributing meaningfully to the Company’s consolidated performance. Since the acquisition in May, the Company
has focused on aligning operations, retaining the customer base and establishing common processes across both facilities. Polymeric is
tracking to management’s expectations, and management’s conviction in its long-term value potential continues to grow. The
expanded team has settled in well and customers have remained with the Company through the transition.
“The acquisition marks a milestone in Nocopi’s longer-term
expansion plans. It adds in-house screen and digital ink manufacturing, a broader commercial footprint and an established customer base
in markets not previously served. Together, these give us a more diversified revenue base that complements our royalty and license revenue,”
said Gregory S. Babe, Executive Director of Operations.
Nocopi’s core relationships in the entertainment and educational
toy markets remain a top priority, and several of these partnerships go back more than a decade. During the quarter, the Company executed
an early renewal and multi-year extension of an existing license agreement. The renewal extends the term to June 2030, adds an additional
product line subject to royalty payments, and increases the guaranteed minimum royalty payable to the Company. Management believes this
early renewal reflects the licensee’s continued confidence in Nocopi Technologies and its ability to innovate new products. The
Company continues to work closely with these partners on new applications while pursuing additional licensees in the sector.
Strong Balance Sheet Provides Execution Flexibility
As of September 30, 2026, the Company had $10.278 million in cash and
cash equivalents, marketable securities, and held-to-maturity investments with no debt outstanding, providing substantial flexibility
for both operational growth and additional strategic acquisition opportunities. The Company's balance sheet remained robust, with working
capital of $11.266 million and total stockholders' equity of $16.149 million as of September 30, 2026, up from $13.603 million at December
31, 2025.
“Currently, we are heavily focused on positioning Nocopi, inclusive
of Polymeric, for long-term growth by strengthening customer relationships, attracting new customers, and expanding applications for existing
products, while at the same time continuing to search for accretive acquisition opportunities where we believe we have a competitive advantage
in growing the business through existing relationships or our in-house knowledge base,” said Kevin C. Westenburg, President. “That
means running these operations with discipline and growing free cash flow to compound value for shareholders.”
Strategic M&A Approach
Nocopi’s growth strategy rests on two priorities:
expanding the existing business and pursuing acquisitions that add value. On the organic side, the Company is deepening relationships
with established licensees and broadening the reach of its reactive ink technologies. It is also using the manufacturing and commercial
capabilities gained through Polymeric to serve a wider customer base.
The Company also continues to evaluate value-accretive
acquisition opportunities in both its core and adjacent segments. It is focused on well-established businesses with defensible market
positions, long-standing customer relationships and experienced teams. Each opportunity is assessed for strategic fit and for its potential
to enhance margins, cash flow and long-term shareholder value.
“Our approach to growth is balanced and
disciplined,” said Matthew C. Winger, Chairman and Chief Executive Officer. “We see real opportunity to grow the business
we have, and that remains our first priority. At the same time, Polymeric showed the value a well-chosen acquisition can bring, expanding
our capabilities and footprint in ways that really complement our core operations. We continue to seek acquisitions that have the potential
to strengthen our platform, improve our cash flow profile and have long-term growth potential. We will only proceed where we are confident
the transaction creates meaningful value for our shareholders.”
About Nocopi Technologies (www.nocopi.com)
Nocopi Technologies, headquartered in King of Prussia, PA, develops and markets specialty inks and licenses these technologies. Nocopi
Technologies’ ink technologies are backed by proprietary and patented technology and are marketed for use across a variety of end
markets.
Safe Harbor
for Forward-Looking Statements
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s prospects, plans, business strategy
and expected financial and operational results, including with respect to the preliminary financial information and the acquisition described
above. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “estimate,”
“plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “might,” “should,” “will,” “could,” “predicts,”
“potential” or “continue,” the negative of these terms and other comparable terminology. These statements are
based on certain assumptions that the Company has made in light of its experience in its industry as well as its perceptions of historical
trends, current conditions, expected future developments and other factors that the Company believes are appropriate in these circumstances.
These forward-looking statements reflect the Company’s current expectations and beliefs regarding future developments and their
potential effect on the Company.
You
should not rely on forward-looking statements because the Company’s actual results may differ materially from those indicated by
forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: the Company’s
ability to successfully integrate the acquisition and to achieve the benefits it expects to realize as a result of the acquisition; the
potential adverse impact on the Company’s financial condition and results of operations if it does not realize those expected benefits;
liabilities of the acquisition that are not known to the Company; the extent to which the Company is successful in gaining new long-term
relationships with customers or retaining significant existing customers and the level of service failures that could lead customers to
use competitors’ services; the Company’s ability to improve its current credit rating with its vendors and the impact on its
raw materials and other costs and competitive position of doing so; the impact of losing the Company’s intellectual property protections
or the loss in value of its intellectual property; changes in customer demand; the occurrence of hostilities, political instability or
catastrophic events; developments and changes in laws and regulations, including increased regulation of the Company’s industry
through legislative action and revised rules and standards; security breaches, cybersecurity attacks and other significant disruptions
in the Company’s information technology systems; general economic and business conditions; the impact of competition and technological
change; the Company’s ability to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”);
and those other risks and uncertainties discussed in the reports the Company has filed with the SEC, including the Company’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date
they are made.
Although
the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for
the accuracy or completeness of any of these forward-looking statements. The Company undertakes no obligation to update any of these forward-looking
statements after the date of this report to conform them to actual results or revised expectations, except as required by law.
Investor & Media Contact
610-834-9600
ir@nocopi.com
NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
(Unaudited)
| | |
| | |
| | |
| | |
| |
| | |
For the Three
Months Ended September 30, | | |
For the Nine
Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
| | | |
| | | |
| | | |
| | |
| Licenses, royalties and fees | |
$ | 1,730,587 | | |
$ | 110,200 | | |
$ | 1,897,287 | | |
$ | 440,600 | |
| Product and other sales | |
| 1,598,228 | | |
| 275,600 | | |
| 2,782,240 | | |
| 784,200 | |
| Total revenues | |
| 3,328,815 | | |
| 385,800 | | |
| 4,679,527 | | |
| 1,224,800 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues | |
| | | |
| | | |
| | | |
| | |
| Licenses, royalties and fees | |
| 55,608 | | |
| 43,800 | | |
| 149,008 | | |
| 126,400 | |
| Product and other sales | |
| 1,070,606 | | |
| 164,500 | | |
| 1,779,937 | | |
| 455,700 | |
| Total cost of revenues | |
| 1,126,214 | | |
| 208,300 | | |
| 1,928,945 | | |
| 582,100 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 2,202,601 | | |
| 177,500 | | |
| 2,750,582 | | |
| 642,700 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 57,622 | | |
| 43,600 | | |
| 161,722 | | |
| 131,800 | |
| Sales and marketing expenses | |
| 202,644 | | |
| 71,300 | | |
| 366,236 | | |
| 219,600 | |
| Professional and consulting expenses | |
| 190,325 | | |
| 86,800 | | |
| 675,625 | | |
| 309,400 | |
| Compensation and related taxes - general and administrative | |
| 345,116 | | |
| 68,700 | | |
| 676,211 | | |
| 205,000 | |
| Other general and administrative expenses | |
| 185,851 | | |
| 49,800 | | |
| 378,977 | | |
| 177,900 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total Operating Expenses | |
| 981,558 | | |
| 320,200 | | |
| 2,258,771 | | |
| 1,043,700 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Income (Loss) from Operations | |
| 1,221,043 | | |
| (142,700 | ) | |
| 491,811 | | |
| (401,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other Income (Expense): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 97,509 | | |
| 122,000 | | |
| 304,714 | | |
| 359,200 | |
| Unrealized gain on marketable securities | |
| 109,261 | | |
| — | | |
| 109,261 | | |
| — | |
| Interest expense and bank charges | |
| (5,796 | ) | |
| (6,100 | ) | |
| (17,996 | ) | |
| (18,100 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Total Other Income, net | |
| 200,974 | | |
| 115,900 | | |
| 395,979 | | |
| 341,100 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income (Loss) before provision for income taxes | |
| 1,422,017 | | |
| (26,800 | ) | |
| 887,790 | | |
| (59,900 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| (24,988 | ) | |
| — | | |
| (24,988 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Income (Loss) | |
$ | 1,397,029 | | |
$ | (26,800 | ) | |
$ | 862,802 | | |
$ | (59,900 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) per common share, basic and diluted | |
$ | 0.12 | | |
$ | (0.00 | ) | |
$ | 0.07 | | |
$ | (0.01 | ) |
Weighted average common shares outstanding - basic and diluted | |
| 11,519,476 | | |
| 10,800,223 | | |
| 11,424,847 | | |
| 10,795,350 | |
NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
| | |
| |
| | |
September
30, 2026 | | |
December
31, 2025 | |
| | |
| (Unaudited) | | |
| | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 7,292,314 | | |
$ | 11,553,600 | |
| Marketable securities - equity securities | |
| 385,237 | | |
| — | |
| Held-to-maturity investments - short term, amortized cost | |
| 654,925 | | |
| — | |
| Accounts receivable less $12,000 allowance for credit losses | |
| 1,807,018 | | |
| 936,700 | |
| Inventory, net of allowance $323,858 and $114,200, respectively | |
| 1,871,547 | | |
| 456,900 | |
| Interest receivable | |
| 31,060 | | |
| — | |
| Prepaid expenses and other current assets | |
| 204,378 | | |
| 144,100 | |
| | |
| | | |
| | |
| Total Current Assets | |
| 12,246,479 | | |
| 13,091,300 | |
| | |
| | | |
| | |
| OTHER ASSETS: | |
| | | |
| | |
| Held-to-maturity investments - long-term, amortized cost | |
| 1,946,001 | | |
| — | |
| Property and equipment, net | |
| 303,904 | | |
| 10,000 | |
| Goodwill | |
| 490,003 | | |
| — | |
| Intangible assets, net | |
| 283,135 | | |
| — | |
| Long-term receivables | |
| 1,787,947 | | |
| 775,000 | |
| Operating lease right of use assets | |
| 507,804 | | |
| 161,300 | |
| | |
| | | |
| | |
| Total Assets | |
$ | 17,565,273 | | |
$ | 14,037,600 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Accounts payable | |
$ | 460,429 | | |
$ | 30,600 | |
| Accrued expenses and other liabilities | |
| 210,999 | | |
| 153,300 | |
| Stock compensation payable | |
| — | | |
| 26,700 | |
| Purchase consideration payable – holdback, current | |
| 50,000 | | |
| — | |
| Operating lease liability – current | |
| 258,872 | | |
| 80,200 | |
| | |
| | | |
| | |
| Total Current Liabilities | |
| 980,300 | | |
| 290,800 | |
| | |
| | | |
| | |
| NON-CURRENT LIABILITIES: | |
| | | |
| | |
| Accrued expenses, non-current | |
| 125,156 | | |
| 54,300 | |
| Purchase consideration payable – holdback, long-term | |
| 50,000 | | |
| — | |
| Operating lease liability – non-current | |
| 260,482 | | |
| 88,700 | |
| TOTAL NON-CURRENT LIABILITIES | |
| 435,638 | | |
| 143,000 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 1,415,938 | | |
| 433,800 | |
| | |
| | | |
| | |
| Commitments and Contingencies (Note 13) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS' EQUITY: | |
| | | |
| | |
| | |
| | | |
| | |
| Preferred stock, $1.00 par value, 3,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
| Common stock, $0.01 par value, 75,000,000 shares authorized, 11,906,664 and 10,835,123 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively | |
| 119,067 | | |
| 108,300 | |
| Additional paid-in capital | |
| 27,370,866 | | |
| 25,698,900 | |
| Accumulated deficit | |
| (11,340,598 | ) | |
| (12,203,400 | ) |
| | |
| | | |
| | |
| Total stockholders' equity | |
| 16,149,335 | | |
| 13,603,800 | |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Equity | |
$ | 17,565,273 | | |
$ | 14,037,600 | |