8-K
Nocopi Technologies Inc/Md/ (NNUP)
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):
January 11, 2023
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)(ZipCode)
(610) 834-9600
(Registrant's telephone number, including areacode)
Not Applicable
(Former nameor 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers
Resignation of Philip B. White
On January 11, 2023, Philip B. White tendered to Nocopi Technologies, Inc. (the “Company”) his resignation as a director on the Company’s board of directors (the “Board”). Mr. White’s resignation is not a result of any disagreement between himself and the Company, its management, the Board or any committee of the Board. A copy of Mr. White’s letter of resignation is attached as Exhibit 17.1 hereto.
Appointmentof Jacqueline J. Goldman to Board
On January 11, 2023, Company’s Board elected Jacqueline J. Goldman as a Class I director to fill the newly created directorship on the Board, effective immediately.
Jacqueline Goldman, age 62, currently serves as the CEO and President of Puzzles Plus, Inc., a custom jigsaw puzzle company she founded over 33 years ago. Her creative puzzles have garnered national attention from newspapers, magazines and television. The company’s well known clients include: the White House Historical Society, Metropolitan Museum in NYC, Los Angeles Museum of Modern Art, NY Public Library, Dale Chihuly Art, Porsche Worldwide, Universities, and United Way. Her wealth of business knowledge in the commercial paper, paper-board, commercial ink and dyes, has led to consulting arrangements with commercial printers, museums and national daycare centers (e.g. Kaplan Companies, Bright Horizons). Prior to starting Puzzles Plus, Ms. Goldman was an International Trade banker in New York and Florida. She holds a bachelor’s degree in International Marketing from Bernard Baruch City College in New York City.
As a non-employee director, Ms. Goldman will receive compensation in accordance with the Company’s non-employee director compensation policy. Pursuant to this program, upon the effective date of her appointment to the Board, Ms. Goldman will be eligible for annual cash retainers/salary in the amount of $3,000 for service as a member of the Board.
Item. 8.01. Other Events.
On January 17, 2023, the Company issued a press release announcing the appointment of Jacqueline Goldman to the Board. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 17.1 | Resignation Letter – Philip B. White |
| 99.1 | Press Release dated January 17, 2023 |
| 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: January 17, 2023 | By: | /s/ Rudolph A. Lutterschmidt |
| Rudolph A. Lutterschmidt | ||
| Vice-President and Chief Financial Officer |
Exhibit 17.1
From: [Philip White]
To: [Michael Feinstein]
Sent: 1/11/2023 2:15:47 PM Eastern Standard Time
Subject: Resignation from the Board of Directors
Due to personal reasons at this time I’ve decided to resign from the Board of Directors of Nocopi Technologies. I’ve enjoyed my time with the company and I wish you, the Board of Directors and the Staff my best wishes for future successes.
Philip White
Exhibit 99.1
Nocopi Technologies Appoints Jackie Goldman to the Board of Directors
Replaces the Retired Philip B. White
January 17, 2023, King of Prussia, PA – Nocopi Technologies, Inc. (OTC Pink: “NNUP”), a developer of specialty reactive inks, today announced that Jackie Goldman has been appointed to the company’s Board of Directors to replace Philip B. White, who resigned from the Board of Directors on January 11, 2023.
Ms. Goldman currently serves as the CEO and President of Puzzles Plus, Inc., which she founded over 33 years ago. Puzzles Plus, headquartered in Jacksonville, FL, designs and manufactures custom puzzles for museums, corporations, children’s products catalogs, resorts, national parks, and non-profit organizations. Puzzle Plus’s custom designed puzzles have garnered national attention from newspapers, magazines and television, with a wide range of customers including the White House Historical Society, The Metropolitan Museum in NYC, Los Angeles Museum of Art, NY Public Library, Dale Chihuly Art, Porsche Worldwide, and various universities.
“We are thrilled to welcome Jackie to the board. She brings a wealth of business knowledge in the commercial paper, paper-board, and commercial ink and dyes industry and she has gained great leadership experience serving in numerous consulting arrangements with commercial printers, museums and national daycare centers,” said Michael Feinstein, M.D., Chairman and President of Nocopi Technologies.
Prior to starting Puzzles Plus, Ms. Goldman was an International Trade banker in New York and Florida. She holds a bachelor’s degree in International Marketing from Bernard Baruch City College in New York City. Ms. Goldman is involved in her local community through volunteer support of United Way and JFCS.
Philip B. White served on the company’s Board of Directors since 2006. “We’d like to thank Phil for his service. He has loyally served on the board for many years, and we thank him for all his contributions.” said Dr. Feinstein.
A Form 8-K relating to these matters was filed with the Securities and Exchange Commission on January 17, 2023 and is available on the SEC’s website at www.sec.gov.
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About Nocopi Technologies (www.nocopi.com)
Nocopi develops and markets specialty reactive inks for unique, mess-free applications in the entertainment, toy and educational product markets. Nocopi also develops and markets document and product authentication technologies designed to combat fraudulent document reproduction, product counterfeiting and/or unauthorized product diversion. Nocopi derives revenue from technology licensing agreements as well as from the sale of its proprietary
inks and other products to licensees and/or their licensed printers. Nocopi’s products and systems include trade secrets as well as patented technologies.
Safe Harbor for Forward-Looking Statements
This release may contain projections and other "forward-looking statements" relating to Nocopi’s business, that are often identified by the use of "believes," "expects" or similar expressions. Forward-looking statements involve a number of estimates, assumptions, risks and uncertainties that may cause actual results to differ materially from those anticipated. Forward-looking statements may address uncertainties regarding customer preferences or demand for products incorporating Nocopi technology that underlie the company’s revenue expectations, the company’s ability to develop new products and new product applications, the financial condition of customers and the timeliness of their payments, the impact of fluctuations in currencies, global trade and shipping markets, etc. Actual results could differ from those projected due to numerous factors and uncertainties, and Nocopi can give no assurance that such statements will prove to be correct nor that Nocopi’s actual results of operations, financial condition and performance will not differ materially from those reflected or implied by its forward-looking statements. Investors should refer to the risk factors outlined in Nocopi’s Form 10-K and other SEC reports available at www.sec.gov. Forward-looking statements are made as of the date of this news release; Nocopi assumes no obligation to update these statements.
Investor & Media Contacts
610-834-9600
ir@nocopi.com