{"url_path":"/sec/nnup/8-k/2026-05-21/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity","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":211,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity\nSecurities**\n\n \n\nThe information contained in Item 1.01 of\nthis Current Report on Form 8-K is incorporated by reference in this Item 3.02.\n\n \n\nThe issuance of the Consideration Shares\nand the offer and sale of the Placement Shares have not been registered under the Securities Act of 1933, as amended (the “Securities\nAct”), or any state securities laws and may not be offered or sold in the United States absent registration under the Securities\nAct or an applicable exemption from registration requirements. Nothing contained in this Current Report on Form 8-K constitutes an offer\nto sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction\nin which such offer, solicitation or sale would be unlawful.\n\n \n\nIn the Asset Purchase Agreement, the Owner\nrepresented to the Company, and in the Stock Purchase Agreements, each Investor represented to the Company, that it is an “accredited\ninvestor,” as defined in Rule 501 promulgated under the Securities Act, and the Company’s issuance of the Consideration Shares\nand the Company’s offer and sale of the Placement Shares have been made in reliance upon the exemption from the registration requirements\nof the Securities Act pursuant to Section 4(a)(2) thereof."}