{"url_path":"/sec/nnup/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/888981/0001079973-26-000713-index.html","accession_number":"0001079973-26-000713","cik":"0000888981","ticker":"NNUP","issuer_name":"NOCOPI TECHNOLOGIES INC/MD/","edgar_url":"https://www.sec.gov/Archives/edgar/data/888981/0001079973-26-000713-index.html","primary_entity_key":"0000888981","primary_entity_name":"NOCOPI TECHNOLOGIES INC/MD/"},"word_count":921,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement**\n\n \n\n**Asset Purchase Agreement**\n\n** **\n\nOn May 18, 2026, Nocopi Technologies, Inc., a\nMaryland corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)\nwith Polymeric Nocopi LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Purchaser”),\nPolymeric U.S., Inc., a Missouri corporation (the “Seller”) and Savara Capital, a Mauritius limited company and the\nsole shareholder of the Seller (“Owner”), pursuant to which, subject to the terms and conditions of the Asset Purchase\nAgreement, the Seller has sold, and the Purchaser has purchased, substantially all of the assets, and the Purchaser has assumed certain\nspecified liabilities, of the Seller’s business of manufacturing, developing, producing and commercializing specialized ink and\ncoating solutions for industrial, digital and screen printing applications operating under the “Polymeric” trade name (the\n“Business”), in exchange for the consideration described below. The execution of the Asset Purchase Agreement and the\nconsummation of the transactions contemplated thereby (the “Closing”) occurred simultaneously on May 18, 2026 (the\n“Closing Date”).\n\n \n\nPursuant to the Asset Purchase Agreement, the aggregate\nconsideration was $2,650,000 (the “Purchase Price”), which consisted of (a) $1,900,000 in cash (the “Cash\nConsideration”), subject to customary working capital adjustments and other reductions described below, (b) the assumption by\nthe Purchaser of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000 shares of the Company’s\ncommon stock, par value $0.01 per share (“Common Stock” and such shares of Common Stock issued pursuant to the Asset\nPurchase Agreement, the “Consideration Shares”), to the Seller. At Closing, the Purchaser delivered to the Seller $1,750,000,\nwhich represents the Cash Consideration portion of the Purchase Price, less a holdback amount of $150,000 (the “Holdback Amount”).\n\n \n\nThe Holdback Amount is being retained by the Purchaser\nto secure the Seller’s and the Owner’s obligations with respect to the post-closing working capital adjustment and the indemnification\nobligations of the Seller and the Owner under the Asset Purchase Agreement, and will be released to the Seller, in each case net of any\nworking capital setoff, encumbered amounts and finally resolved indemnification claims, as follows: (a) up to $50,000 within five business\ndays following the final determination of the post-closing working capital adjustment, (b) up to $50,000 on the 12-month anniversary of\nthe Closing Date and (c) the remaining balance, if any, on the 18-month anniversary of the Closing Date.\n\n \n\nThe Asset Purchase Agreement contains customary\nrepresentations, warranties, covenants, including customary non-compete and non-solicitation provisions, and indemnification provisions\nfor a transaction of this nature.\n\n \n\nThe foregoing description of the Asset Purchase\nAgreement is only a summary and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement, which\nis filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.\n\n \n\nThe Asset Purchase Agreement is filed with this\nCurrent Report on Form 8-K to provide security holders with information regarding its terms. It is not intended to provide any other factual\ninformation about the Company, the Purchaser, the Seller, the Owner or the Business. The representations, warranties and covenants contained\nin the Asset Purchase Agreement were made solely for purposes of such agreement and as of specific dates, are solely for the benefit of\nthe parties to the Asset Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified\nby confidential disclosures made for the purpose of allocating contractual risk between the parties to the Asset Purchase Agreement instead\nof establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ\nfrom those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions\nthereof as characterizations of the actual state of facts or condition of the Company, the Purchaser, the Seller, the Owner or the Business.\nMoreover, information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase\nAgreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, except to the extent\nrequired by law.\n\n** **\n\n \n\n \n\n**Stock Purchase Agreements**\n\n \n\nOn May 18, 2026, the Company entered into Stock\nPurchase Agreements (the “Stock Purchase Agreements”), by and between the Company and various institutional investors\n(the “Investors”). The Stock Purchase Agreements provide for the private issuance (the “Private Placement”)\nto the Investors of an aggregate of 266,668 shares of Common Stock (such shares of Common Stock issued pursuant to the Private Placement,\nthe “Placement Shares”) at a purchase price of $1.50 per share.\n\n \n\nThe closings of the Private Placements are expected\nto occur by September 2, 2026 and the Company expects to receive gross proceeds of approximately $400,000.\n\n \n\n**Registration Rights Agreement**\n\n** **\n\nIn connection with entering into a Stock Purchase\nAgreement with one of the Investors, on May 18, 2026, the Company entered into a Registration Rights Agreement with such Investor (the\n“Registration Rights Agreement”). The Registration Rights Agreement provides that, on or prior to the first anniversary\nof the closing of the Private Placement with respect to such Investor, the Company must file a registration statement to register such\nInvestor’s Placement Shares.\n\n \n\nThe foregoing descriptions of the Stock Purchase\nAgreements and the Registration Rights Agreement are only summaries and are qualified in their entireties by reference to the full text\nof the form of Stock Purchase Agreement and Registration Rights Agreement, which are filed herewith as Exhibit 10.1 and Exhibit 10.2,\nrespectively, and incorporated herein by reference."}