Polymeric deal more than triples Nocopi (OTCQB: NNUP) revenue base
Rhea-AI Filing Summary
Nocopi Technologies has completed the acquisition of substantially all assets of Polymeric US for a total purchase price of $2.65 million, paid through $1.9 million in cash, assumed liabilities and 500,000 shares of common stock. Of the cash portion, $1.75 million was paid at closing, with $150,000 held back for working capital and indemnity claims.
Polymeric generated over $5 million in revenue for the twelve months ended March 31, 2026, and the combination more than triples Nocopi’s revenue base. Management expects the deal to be accretive to earnings within the year and to add new technologies, customers and production capacity from Polymeric’s 25,000 square-foot Kansas City facility.
In connection with the deal, Nocopi is conducting a private placement of 266,668 shares at $1.50 per share for approximately $400,000 in gross proceeds, including 133,334 shares each to Executive Director of Operations Gregory S. Babe and an affiliate of Horizon Kinetics. The company also entered into a registration rights agreement covering one investor’s placement shares.
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Insights
Small but transformative tuck-in deal that more than triples revenue.
The acquisition of Polymeric US for $2.65 million brings over $5 million of trailing-twelve-month revenue and historically attractive pre-tax margins. That scale more than triples Nocopi’s revenue base and adds a 25,000 square-foot Midwest facility and nearly 20 staff.
Consideration mixes $1.9 million cash (with a $150,000 holdback) and 500,000 shares at $1.50, limiting upfront cash outlay. Management states the deal is expected to be accretive to earnings within the year, but successful integration and retention of Polymeric’s diversified customer base remain key execution factors.
A concurrent private placement of 266,668 shares at $1.50 raises about $400,000, including purchases by new Executive Director of Operations Gregory S. Babe and an affiliate of Horizon Kinetics. Future company filings will show how quickly revenue and margin benefits from the acquisition flow through reported results.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement financial
Holdback Amount financial
Private Placement financial
Registration Rights Agreement financial
accredited investor regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Asset Purchase Agreement
On May 18, 2026, Nocopi Technologies, Inc., a Maryland corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Polymeric Nocopi LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Purchaser”), Polymeric U.S., Inc., a Missouri corporation (the “Seller”) and Savara Capital, a Mauritius limited company and the sole shareholder of the Seller (“Owner”), pursuant to which, subject to the terms and conditions of the Asset Purchase Agreement, the Seller has sold, and the Purchaser has purchased, substantially all of the assets, and the Purchaser has assumed certain specified liabilities, of the Seller’s business of manufacturing, developing, producing and commercializing specialized ink and coating solutions for industrial, digital and screen printing applications operating under the “Polymeric” trade name (the “Business”), in exchange for the consideration described below. The execution of the Asset Purchase Agreement and the consummation of the transactions contemplated thereby (the “Closing”) occurred simultaneously on May 18, 2026 (the “Closing Date”).
Pursuant to the Asset Purchase Agreement, the aggregate consideration was $2,650,000 (the “Purchase Price”), which consisted of (a) $1,900,000 in cash (the “Cash Consideration”), subject to customary working capital adjustments and other reductions described below, (b) the assumption by the Purchaser of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock” and such shares of Common Stock issued pursuant to the Asset Purchase Agreement, the “Consideration Shares”), to the Seller. At Closing, the Purchaser delivered to the Seller $1,750,000, which represents the Cash Consideration portion of the Purchase Price, less a holdback amount of $150,000 (the “Holdback Amount”).
The Holdback Amount is being retained by the Purchaser to secure the Seller’s and the Owner’s obligations with respect to the post-closing working capital adjustment and the indemnification obligations of the Seller and the Owner under the Asset Purchase Agreement, and will be released to the Seller, in each case net of any working capital setoff, encumbered amounts and finally resolved indemnification claims, as follows: (a) up to $50,000 within five business days following the final determination of the post-closing working capital adjustment, (b) up to $50,000 on the 12-month anniversary of the Closing Date and (c) the remaining balance, if any, on the 18-month anniversary of the Closing Date.
The Asset Purchase Agreement contains customary representations, warranties, covenants, including customary non-compete and non-solicitation provisions, and indemnification provisions for a transaction of this nature.
The foregoing description of the Asset Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Asset Purchase Agreement is filed with this Current Report on Form 8-K to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Purchaser, the Seller, the Owner or the Business. The representations, warranties and covenants contained in the Asset Purchase Agreement were made solely for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the Asset Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Asset Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Purchaser, the Seller, the Owner or the Business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, except to the extent required by law.
Stock Purchase Agreements
On May 18, 2026, the Company entered into Stock Purchase Agreements (the “Stock Purchase Agreements”), by and between the Company and various institutional investors (the “Investors”). The Stock Purchase Agreements provide for the private issuance (the “Private Placement”) to the Investors of an aggregate of 266,668 shares of Common Stock (such shares of Common Stock issued pursuant to the Private Placement, the “Placement Shares”) at a purchase price of $1.50 per share.
The closings of the Private Placements are expected to occur by September 2, 2026 and the Company expects to receive gross proceeds of approximately $400,000.
Registration Rights Agreement
In connection with entering into a Stock Purchase Agreement with one of the Investors, on May 18, 2026, the Company entered into a Registration Rights Agreement with such Investor (the “Registration Rights Agreement”). The Registration Rights Agreement provides that, on or prior to the first anniversary of the closing of the Private Placement with respect to such Investor, the Company must file a registration statement to register such Investor’s Placement Shares.
The foregoing descriptions of the Stock Purchase Agreements and the Registration Rights Agreement are only summaries and are qualified in their entireties by reference to the full text of the form of Stock Purchase Agreement and Registration Rights Agreement, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Asset Purchase Agreement is incorporated by reference in this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The issuance of the Consideration Shares and the offer and sale of the Placement Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Nothing contained in this Current Report on Form 8-K constitutes an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In the Asset Purchase Agreement, the Owner represented to the Company, and in the Stock Purchase Agreements, each Investor represented to the Company, that it is an “accredited investor,” as defined in Rule 501 promulgated under the Securities Act, and the Company’s issuance of the Consideration Shares and the Company’s offer and sale of the Placement Shares have been made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
Press Release
On May 21, 2026, the Company issued a press release announcing the acquisition of the Business and the Private Placement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
This report is neither an offer to sell nor a solicitation of an offer to purchase any securities.
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as expressly set forth in such filing.
Note Regarding Forward-Looking Statements
This report contains statements by the Company that are not historical facts and are considered 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 acquisition of the Business pursuant to the Asset Purchase Agreement and the closing of the Private Placement. 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 risk that the Company and the Investors may not be able to satisfy the conditions to the closing of the Private Placement in a timely manner or at all; the Company’s ability to successfully integrate the Business 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 Business 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.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Company expects to provide the financial statements required by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st calendar day after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The Company expects to provide the pro forma financial statements required by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st calendar day after the required filing date for this Current Report on Form 8-K.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 2.1* | Asset Purchase Agreement, dated as of May 18, 2026, by and among Nocopi Technologies, Inc., Polymeric Nocopi LLC, Polymeric U.S., Inc. and Savara Capital | |
| 10.1* | Form of Stock Purchase Agreement | |
| 10.2* | Form of Registration Rights Agreement | |
| 99.1 | Press Release, dated May 21, 2026 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
* The schedules (or similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission or its staff upon request.
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: May 21, 2026 | By: | /s/ Matthew C. Winger |
| Matthew C. Winger | ||
| Chief Executive Officer | ||
Exhibit 99.1
Nocopi Technologies Expands Operations with Acquisition of Polymeric and Appointment of Industry Executive
| · | Strategic acquisition expands North American specialty inks and coatings capabilities, adding complementary formulation technology, a diversified customer base, and meaningful production capacity in the Midwest |
| · | Appoints Gregory S. Babe, former President and CEO of Bayer Corporation, as Executive Director of Operations; Mr. Babe makes investment in the Company alongside the transaction |
| · | An affiliate of Horizon Kinetics makes an additional investment in the Company |
KING OF PRUSSIA, PA – May 21, 2026 – Nocopi Technologies, Inc. (“Nocopi Technologies” or the “Company”; OTCQB: NNUP), a developer of specialty reactive inks, today announced a significant expansion of its operational footprint through the acquisition of substantially all the assets of Polymeric US, Inc. (“Polymeric”). Nocopi Technologies expects the acquisition to be accretive to its earnings within the year.
Transaction Overview
The purchase price of the acquisition was $2.65 million, which consisted of (i) $1.75 million paid in cash at closing, (ii) $0.75 million paid in equity of the Company and (iii) the remaining $0.15 million reserved by the Company as a customary holdback. The equity portion of the purchase price was satisfied by the issuance of 500,000 shares at an agreed price of $1.50 per share.
Expanding Operations and Infrastructure
Headquartered in Kansas City, Missouri, Polymeric was founded in 1993 by chemists and colorists and has spent over three decades developing and manufacturing specialty inks and customized coatings. Polymeric brings a differentiated set of formulation technologies, new industry segments, and geographic diversity to Nocopi’s existing operations. Its customer relationships are notably durable: its top five customers represent less than 25% of total revenue and the top ten customers have an average relationship tenure of more than 5 years. The acquisition is also expected to provide the Company with additional production capacity to fulfill customer orders from a Midwest geographic location. Management expects that the potential from sharing research and development capabilities as well as other resources and best practices will allow the Company to better serve customers.
For the trailing twelve months ended March 31, 2026, Polymeric generated over $5 million in revenue with historically attractive pre-tax operating income margins. Combined with Nocopi's existing operations, the acquisition more than triples the Company's revenue base and establishes a multi-facility segment for continued growth. Following the acquisition, Polymeric will continue to operate under the Polymeric brand out of its 25,000 square-foot facility. The team comprises nearly 20 dedicated professionals led by Dr. Deverakonda Sarma, who has over three decades of formulation and leadership management experience.
Executive Appointment and Private Placement
In conjunction with the acquisition, Nocopi Technologies has appointed Gregory S. Babe to the role of Executive Director of Operations to oversee the combined organization’s operating activities. Mr. Babe brings over 40 years of leadership experience within global industrial conglomerates. His career is defined by an ability to scale industrial technology companies, most notably as the former Chief Executive Officer of Bayer Corporation, where he oversaw all North American activities of the worldwide Bayer Group, and as Chief Technology Officer of Matthews International (NASDAQ: MATW), where he led large-scale organizational integrations during high-growth phases. Mr. Babe’s deep expertise in material sciences and his 'lean growth' philosophy – characterized by scaling operations with discipline and without sacrificing margin – will be pivotal to integrating Polymeric’s infrastructure and driving long-term efficiencies across the combined organization.
Further aligning his interests with those of the Company’s shareholders, Mr. Babe has agreed to purchase 133,334 shares of Nocopi Technologies’ common stock in a private placement. In addition, an affiliate of Horizon Kinetics has also agreed to purchase 133,334 shares of common stock in the private placement. The purchase price in connection with the private placement was $1.50 per share.
Nothing in this press release shall constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Management Commentary
Company management continues to evaluate acquisition opportunities that are more transformational and outside the Company’s operations, as well opportunities that are inside the complimentary segment of specialty materials, targeting businesses with complementary or adjacent technologies that can add operational scale, expand customer relationships, and strengthen Nocopi’s long-term competitive position.
"We are very excited to complete the acquisition of Polymeric. With a rich legacy and strong 30-year operating history, we believe the combination of our teams, technologies, and customer relationships will make us a meaningfully stronger business. Our disciplined focus remains on growing per share value, and Polymeric fits that criteria precisely with its complementary formulation technologies, durable customer relationships, and real operating scale. We will continue to pursue future opportunities that are either transformational to the organization or immediately adjacent to our current operations, and that we believe can deliver the kind of compounding growth our shareholders expect,” said Matthew Winger, Chief Executive Officer of Nocopi Technologies.
About
Nocopi Technologies (www.nocopi.com)
Nocopi Technologies, headquartered in King of Prussia, PA, develops and markets specialty reactive inks and licenses these technologies.
Nocopi Technologies’ ink technologies are backed by proprietary and patented technology. Our inks 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 acquisition described above and the closing of
the private placement. 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 risk that the Company and the Investors may not be able to satisfy the conditions to the closing of the private placement in a timely manner or at all; 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 Contacts
610-834-9600
ir@nocopi.com