[Form 4] NOCOPI TECHNOLOGIES INC/MD/ Insider Trading Activity

Rhea-AI Filing Summary

Phillip Frost and related trust reported an acquisition of common stock in NOCOPI TECHNOLOGIES INC/MD (NNUP). On 09/11/2025 the reporting persons acquired 21,930 shares of common stock as consideration for advisory services under a Stock Purchase Agreement dated September 11, 2023, at a reported price of $0. Following the transaction, Frost Gamma Investments Trust is shown as beneficial owner of 1,489,712 shares on an indirect basis. The filing identifies Phillip Frost, M.D., as a director and 10% owner and disclaims beneficial ownership of the trust shares except to the extent of any pecuniary interest, consistent with the ownership structure described in the exhibit.

Positive

• 21,930 shares acquired as consideration for advisory services on 09/11/2025
• Transaction documented as $0 price, indicating equity issued in lieu of cash for services
• Indirect beneficial ownership reported: 1,489,712 shares held by Frost Gamma Investments Trust
• Filing signed by Phillip Frost both individually and as trustee, indicating proper authorization

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received equity as advisory compensation; increases reported indirect holdings to 1.49M shares.

The Form 4 documents a non-cash acquisition of 21,930 common shares by the reporting persons on 09/11/2025, issued as consideration for advisory services under a Stock Purchase Agreement dated 09/11/2023. The transaction price is listed as $0, indicating shares were issued in lieu of cash. After the issuance, Frost Gamma Investments Trust is reported as indirectly holding 1,489,712 shares. This is a clarity-focused disclosure of ownership changes rather than a market-action signal; the filing preserves the reporting person’s disclaimer of beneficial ownership beyond pecuniary interest.

Corporate Governance Expert

TL;DR: Director-level reporting and trust structure are properly disclosed with trustee signature.

The filing identifies Phillip Frost, M.D., both individually and as trustee of Frost Gamma Investments Trust, and includes the required signed attestations dated 09/15/2025. It explicates the chain of ownership between the trust, its beneficiary, partnership entities, and corporate ownership, and includes the customary disclaimer regarding beneficial ownership. Disclosure appears complete for Section 16 purposes regarding this issuance as advisory compensation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BLVD.

(Street)

MIAMI FL 33137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOCOPI TECHNOLOGIES INC/MD/ [ NNUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/11/2025		A		21,930(1)	A	$0	1,489,712	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BLVD.

(Street)

MIAMI FL 33137

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Frost Gamma Investments Trust

(Last) (First) (Middle)

4400 BISCAYNE BLVD.

(Street)

MIAMI FL 33137

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of the Issuer's common stock acquired by the Reporting Person from the Issuer as consideration rendered pursuant advisory services provided by the Reporting Person pursuant to that certain Stock Purchase Agreement by and between the Issuer and Frost Gamma Investments Trust, dated September 11, 2023.

2. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder. The Reporting Person disclaims beneficial ownership of the securities held by Frost Gamma Investments Trust except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Phillip Frost, M.D., Individually	09/15/2025
	/s/ Phillip Frost, M.D., as Trustee	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Phillip Frost report on Form 4 for NNUP?

The filing reports acquisition of 21,930 shares of NNUP common stock on 09/11/2025 issued as consideration for advisory services.

How many NNUP shares does Frost Gamma Investments Trust beneficially own after the transaction?

The Form 4 reports that Frost Gamma Investments Trust beneficially owns 1,489,712 shares on an indirect basis following the transaction.

What price was reported for the shares acquired by the reporting persons?

The shares were reported as acquired at a price of $0, indicating they were issued as compensation rather than purchased for cash.

What is the relationship of Phillip Frost to NNUP per the filing?

Phillip Frost, M.D., is identified in the filing as a Director and a 10% owner.

Did the reporting person disclaim beneficial ownership of the trust-held shares?

Yes. The filing states the reporting person disclaims beneficial ownership of securities held by Frost Gamma Investments Trust except to the extent of any pecuniary interest.