Current Report
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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): May 18, 2026

 

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)(Zip Code)

 

(610) 834-9600

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or 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 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 2.1

 

 

ASSET PURCHASE AGREEMENT

 

This Asset Purchase Agreement (this “Agreement”), dated as of May 18, 2026 (the “Closing Date”), is entered into by and among Polymeric U.S., Inc., a Missouri corporation (the “Company”), Savara Capital, a Mauritius limited company (“Owner”), Polymeric Nocopi LLC, a Delaware limited liability company (“Purchaser”), and Nocopi Technologies, Inc., a Maryland corporation (“Parent”). The Company, Owner, Purchaser and Parent are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

 

Background

 

A. Owner owns 100% of the issued and authorized shares of capital stock of the Company.

 

B. The Company is engaged in the business of manufacturing, developing, producing and commercializing specialized ink and coating solutions for industrial, digital and screen printing applications (the “Business”) under the name “Polymeric” (the “Trade Name”).

 

C. The Company wishes to sell and assign to Purchaser, and Purchaser wishes to purchase and assume from the Company, substantially all the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

Article I
DEFINITIONS; CROSS-REFERENCES

 

The terms specified or referred to in Exhibit A are hereby incorporated herein by reference.

 

Article II
PURCHASE AND SALE

 

2.01 Purchase and Sale of Assets. At the Closing, the Company will, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from the Company, free and clear of any Liens, all of the Company’s right, title and interest in, to and under, all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, which relate to, or are used or held for use, or otherwise necessary for the operation of the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including, the following:

 

(a) all Contracts other than the Excluded Contracts (collectively, the “Assigned Contracts”);

 

(b) all inventory, finished goods, raw materials, packaging, supplies, parts and other inventories (collectively, “Inventory”);

 

(c) all furniture, fixtures, improvements, equipment, tools, machinery and supplies, computers, telephones and other tangible personal property (including the leased or owned vehicles listed) on Schedule 2.01(c) (collectively, the “Tangible Personal Property”);

 

(d) the Company’s Trade Name and marks, domain names and the other intellectual property set forth on Schedule 2.01(d) (collectively, the “Company Intellectual Property”);

 

(e) all Permits (including Environmental Permits) held by the Company and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, solely to the extent such Permits are legally transferable;

 

 
 

(f) all claims, counterclaims, causes of action, rights, or recourse of the Company against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non-contingent;

 

(g) all of the Company’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;

 

(h) all Books and Records relating to the Business;

 

(i) all rights to bill and receive payment for services performed by the Company but unbilled or unpaid as of the Closing;

 

(j) all receivables of the Company;

 

(k) all accounts, lockboxes or safe deposit boxes maintained by the Company at any bank, trust company, savings institution, brokerage firm or other financial institution;

 

(l) all security deposits deposited by the Company with its landlords;

 

(m) all refunds or credits, claims for refunds or credits or rights to receive refunds or credits in respect of tariffs, including the pricing or cost impact of tariffs, from any vendor, supplier or other third-party for costs incurred by the Company or its Affiliates to the extent arising out of, relating to or in respect of the operation or conduct of the Business prior to the Closing; and

 

(n) all goodwill and the going concern value of the Business.

 

2.02 Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all Cash on hand at the Effective Time; (b) the Contracts listed on Schedule 2.02 (the “Excluded Contracts”); (c) the organizational documents, minute books, stock ledgers, books of account or other records having to do with the organization of the Company; (d) the Company’s rights under the Transaction Documents; and (e) the specified assets listed on Schedule 2.02), if any.

 

2.03 Assumed Liabilities. Effective as of the Effective Time, Purchaser shall assume and shall agree to pay, perform and discharge only Liabilities of the Company in respect of the Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by the Company on or prior to the Closing (collectively, the “Assumed Liabilities”), and no other Liabilities.

 

2.04 Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Purchaser shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of the Company or any of its Affiliates of any kind whatsoever, other than the Assumed Liabilities (the “Excluded Liabilities”). The Company shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) all Liabilities relating to or arising out of the Excluded Assets, (b) all Liabilities for settlement of employment termination, vacation time, sick leave, personal leave and other compensated time off accrued by the employees as of the Closing Date (collectively, “PTO Liabilities”); (c) all unaccrued base payroll, bonuses and commissions; (d) any debt-like or equipment-related financing payables; (e) all Indebtedness of the Company; (f) any Liabilities relating to or arising out of the PPP Loans; (g) all other costs, expenses, and other Liabilities associated with employees, including, all Liabilities relating to any Benefit Plan; (h) all Excluded Taxes; (i) any and all Losses and/or punitive damages arising out of, relating to or resulting from any prior, pending or threatened Action relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; (j) any Liabilities arising out of or relating to any relief or assistance applied for, received or implemented by the Company or with respect to the Business under the CARES Act or any program administered by any Governmental Authority in connection with COVID-19; and (k) all Transaction Expenses.

 

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2.05 Purchase Price.

 

(a) The purchase price for the Purchased Assets shall be an amount equal to $2,650,000 (the “Purchase Price”) plus the assumption of the Assumed Liabilities. The Purchase Price shall be subject to adjustment pursuant to Section 2.06 and Section 2.07 and paid at the Closing as provided in Section 3.02(b)(ii).

 

(b) At the Closing, Purchaser shall deliver, by wire transfer of immediately available funds, to the Company an amount equal to the Purchase Price, plus (i) the Estimated Closing Adjustment Amount (which may be expressed as a positive or negative number, as applicable), less (ii) $150,000 (the “Holdback Amount”), less (iii) the Equity Consideration Amount, less (iv) the Indebtedness of the Company, if any, less (v) Transaction Expenses, if any (the “Closing Cash Payment”).

 

(c) At the Closing, Parent shall issue to the Company 500,000 shares of common stock, par value $0.01 per share, of Parent (the “Shares”, and such consideration amount, the “Equity Consideration Amount”).

 

2.06 Purchase Price Adjustment. The Purchase Price will be subject to adjustment as provided in this Section 2.06 (the “Working Capital Adjustment”).

 

(a) The Parties acknowledge that the Purchase Price has been based in part on the Company having Working Capital as of the Effective Time of $1,778,637 (the “Working Capital Target”). “Working Capital” means, the Current Assets of the Company minus the Current Liabilities of the Company, as of the applicable date, determined in a manner consistent with the methodology set forth on Exhibit B hereto (the “Working Capital Methodology”).

 

(b) Working Capital Adjustment.

 

(i) Prior to the Closing Date, the Company shall prepare and deliver to Purchaser a reasonably detailed statement (the “Estimated Working Capital Statement”) of its good faith estimate of the Working Capital for the Company as of the Effective Time (the “Estimated Working Capital”), together with all supporting documentation reasonably requested by Purchaser. For purposes of this Agreement, “Estimated Closing Adjustment Amount” means an amount equal to the Estimated Working Capital minus the Working Capital Target. The Estimated Working Capital Statement shall be subject to Purchaser’s acceptance as to form and absence of manifest error.

 

(ii) With respect to the Company, (A) if the Estimated Closing Adjustment Amount is a positive number, the Purchase Price shall be increased by the amount of the Estimated Closing Adjustment Amount, or (B) if the Estimated Closing Adjustment Amount is a negative number, the Purchase Price shall be reduced by the amount of the Estimated Closing Adjustment Amount.

 

(iii) No later than 60 days after the Closing Date, Purchaser will prepare and deliver to the Company a reasonably detailed statement (the “Closing Working Capital Statement”) of the calculation of the Working Capital as of the Effective Time without giving effect to the transactions contemplated by this Agreement (the “Closing Working Capital”). Purchaser will prepare the Closing Working Capital Statement in accordance with the Working Capital Methodology. Following the Closing Date, Purchaser will cooperate with the Company and its advisors and give the Company and its advisors reasonable access, during normal business hours and in a manner so as to not interfere with Purchaser’s operations, to such books, records, financial information, work papers, supporting data, and the personnel of, and the work papers prepared by, Purchaser and/or Purchaser’s accountants as are reasonably requested by the Company in connection with its review of the Closing Working Capital.

 

(iv) The Company may deliver a written notice to Purchaser no later than 30 days following the Company’s receipt of the Closing Working Capital Statement stating whether the Company has any objections to the Closing Working Capital, describing in reasonable detail any objections thereto. Failure by the Company to give a timely objection notice (or written notification from the Company that it has no objection to the Closing Working Capital Statement) will constitute acceptance and approval of the Closing Working Capital set forth therein, and such the Closing Working Capital will be final and binding upon the Parties.

 

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(v) If the Company notifies Purchaser of any objection to the Closing Working Capital Statement within the time period set forth in Section 2.06(b)(iv), Purchaser and the Company will attempt in good faith to reach an agreement as to the matter in dispute. If such Parties have failed to resolve any such disputed item within 10 days after he Purchaser’s receipt of timely notice of the Company’s objection, then any such disputed item will be submitted to and determined by Grant Thornton LLP or, if Grant Thornton LLP is unable or unwilling to act, an accounting firm designated by Purchaser and reasonably acceptable to the Company (the “Independent Accounting Firm”); provided, however, the Parties may mutually agree on an extended period to resolve any such dispute before submitting it to the Independent Accounting Firm. The Independent Accounting Firm will be given reasonable access to all of the relevant records, data and personnel of the Company and Purchaser to resolve any disputed item regarding the Closing Working Capital Statement and will be instructed to submit its determination in writing with respect to any disputed matters to Purchaser and the Company within 20 days after submission. The Independent Accounting Firm will address only those items properly disputed in accordance with Section 2.06(b)(iv) and may not assign a value greater than the greatest value or lower than the lowest value for any such item claimed by Purchaser, on the one hand, or the Company, on the other hand. The Company and Purchaser will be entitled to present any materials they deem appropriate to the Independent Accounting Firm, including a meeting with all parties present (to the extent such parties desire to be present in such meeting), to discuss their position. Each Party shall bear its own costs and expenses in connection with the resolution of such disputed items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be allocated between Purchaser and the Company so that the amount of fees and expenses paid by Purchaser and the Company shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and where (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Company (as determined by the Independent Accounting Firm) and the denominator of which is the total value in dispute. It is the intent of the Parties that the process set forth in this Section 2.06(b)(v) and the activities of the Independent Accounting Firm in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Closing Working Capital Statement properly disputed under this Section 2.06(b)(v) will, after resolution of such dispute pursuant to this Section 2.06(b)(v), be final, binding and conclusive on all Parties.

 

(vi) Subject to Section 2.06(b)(vii), (1) if the Closing Working Capital, as finally determined pursuant to this Agreement, is greater than the Estimated Working Capital, Purchaser will pay the amount of such excess to the Company in immediately available funds to such account(s) as instructed in writing by Owner, and (2) if the Estimated Working Capital is greater than the Closing Working Capital, the amount of such difference shall be due to Purchaser and satisfied as follows: (A) first, by Purchaser setting off such difference against the Holdback Amount; (B) second, to the extent the Holdback Amount is exhausted, insufficient or otherwise not available, by Parent recapturing and clawing back any Shares at the same valuation given to the Shares on the Closing Date based on the Equity Consideration Amount; and (C) third, to the extent the Equity Consideration Amount is exhausted, insufficient or the Shares are not available, the Company and Owner will, jointly and severally, pay the amount of such difference to Purchaser in immediately available funds to such account(s) instructed in writing by Purchaser (such final adjustment described in the foregoing clause (1) or clause (2), the “Closing Working Capital Adjustment”). All payments pursuant to this Section 2.06(b)(vi) will be made within five Business Days after the determination of the Closing Working Capital becomes final and binding.

 

(vii) Notwithstanding the foregoing provisions of this Section 2.06, no Closing Working Capital Adjustment payment will be required or made pursuant to Section 2.06(b)(vi) unless the Closing Working Capital Adjustment exceeds 5% of the Working Capital Target ($88,931.85)(the “Collar Amount”) and, if the amount of the Closing Working Capital Adjustment exceeds the Collar Amount, then the amount of the Closing Working Capital Adjustment in excess of the Collar Amount shall be paid.

 

2.07 Holdback Amount; Release.

 

(a) At the Closing, Purchaser shall retain the Holdback Amount from the Purchase Price for the purpose of securing payment of any adjustment to the Purchase Price under Section 2.06(b)(vi) and the Company’s and Owner’s indemnification obligations of under Article VII.

 

(b) Within five Business Days after the date on which the Closing Working Capital Adjustment is finally determined under Section 2.06(b)(vi), Purchaser shall release to the Company a portion of the Holdback Amount equal to the lesser of (i) $50,000 and (ii) an amount equal to $50,000, minus the amount, if any, due to Purchaser pursuant to Section 2.06(b)(vi)(2) (the “Working Capital Adjustment Setoff Amount”), minus the Encumbered Holdback Amount, minus the amount of any finally resolved claims that have been set off against Holdback Amount in accordance with this Agreement (such lesser amount, the “First Release Amount”), in immediately available funds, to an account instructed by Owner in writing; provided, however, that, if the First Release Amount is $0 or less, then no portion of the Holdback Amount shall be released or paid to the Company under this Section 2.07(b).

 

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(c) On the 12-month anniversary of the Closing Date, Purchaser shall release to the Company a portion of the Holdback Amount equal to the lesser of (i) $50,000 and (ii) an amount equal to $50,000, minus the Working Capital Adjustment Setoff Amount, if any, minus the Encumbered Holdback Amount, minus the amount of any finally resolved claims that have been set off against Holdback Amount in accordance with this Agreement (such lesser amount, the “Second Release Amount”), in immediately available funds, to an account instructed by Owner in writing; provided, however, that, if the Second Release Amount is $0 or less, then no portion of the Holdback Amount shall be released or paid to Company under this Section 2.07(c).

 

(d) On the 18-month anniversary of the Closing Date, Purchaser shall release and pay to the Company in immediately available funds, to an account instructed by Owner in writing, the balance, if any, of the Holdback Amount minus any Encumbered Holdback Amount.

 

2.08 Allocation of Purchase Price. The Purchase Price, adjusted to include any Assumed Liabilities, if any, and all other capitalized costs shall be allocated in accordance with the allocation schedule attached hereto as Exhibit C (the “Allocation Schedule”), which shall be prepared in accordance with Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate). Neither Purchaser nor the Company shall take any Tax position inconsistent with the Allocation Schedule and neither Purchaser nor the Company shall agree to any proposed adjustment to the Allocation Schedule by any Taxing Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or the Company from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation Schedule, and neither Purchaser nor the Company shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the Allocation Schedule.

 

2.09 Withholding Tax. Purchaser shall be entitled to deduct and withhold (or cause to be deducted or withheld) from any consideration payable or otherwise deliverable to the Company or any other Person pursuant to this Agreement such amounts as Purchaser determines it is required to deduct or withhold therefrom under the Code or any Tax law. Any amounts so deducted or withheld shall be remitted by Purchaser to the appropriate Taxing Authority and all such amounts shall be treated for all purposes of this Agreement as having been paid to the payee in respect of whom such deduction, withholding or remittance was made.

 

Article III
CLOSING

 

3.01 Closing. The purchase and sale of the Purchased Assets and the assignment and assumption of the Assumed Liabilities (the “Closing”) shall take place on the Closing Date remotely by exchange of documents and signatures, simultaneously with the execution of this Agreement, or at such other time or place or in such other manner as Owner and Purchaser may mutually agree upon in writing. The Closing shall be effective as of 12:01 a.m. Eastern Time on the Closing Date (the “Effective Time”).

 

3.02 Closing Deliverables.

 

(a) At or prior to the Closing, the Company shall deliver, or cause to be delivered, to Purchaser the following:

 

(i) this Agreement, duly executed by the Company and Owner;

 

(ii) a bill of sale (the “Bill of Sale”), in a form satisfactory to Purchaser, duly executed by the Company, transferring tangible assets included in the Purchased Assets to Purchaser;

 

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(iii) an assignment and assumption agreement (the “Assignment and Assumption Agreement”), in a form satisfactory to Purchaser, duly executed by the Company, effecting the assignment to and assumption by Purchaser of the Assigned Contracts and Assumed Liabilities;

 

(iv) an intellectual property assignment (the “Intellectual Property Assignment”), in a form satisfactory to Purchaser, duly executed by the Company, effecting the assignment of the Company Intellectual Property to Purchaser;

 

(v) the closing statement (the “Closing Statement”), duly executed by the Company and Owner, setting forth the amounts and parties to whom payments are to be made pursuant to Section 2.05(b) and related wired and wire instructions;

 

(vi) all approvals, consents and waivers that are listed on Section 4.04 of the Disclosure Schedules, in form satisfactory to Purchaser;

 

(vii) a certificate, dated as of the Closing Date, signed by an officer of the Company certifying as to (1) the Company’s articles of incorporation and bylaws, (2) the incumbency of the Company’s officers executing this Agreement and the Transaction Documents to which it is a party, and (3) the resolutions of Owner, as sole shareholder of the Company, authorizing the execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party;

 

(viii) all Loan Payoff Letters (if applicable);

 

(ix) customary Lien releases in respect of any collateral of the Company pledged to support the obligations of the Company or another Person under any Indebtedness;

 

(x) a validly executed IRS Form W-9, in a form satisfactory to Purchaser, from the Company;

 

(xi) a transition support agreement (the “Transition Support Agreement”), in a form satisfactory to Purchaser, duly executed by Christian V. Bernau;

 

(xii) an employment agreement (the “Employment Agreement”), in a form satisfactory to Purchaser, duly executed by Deverakonda Sarma;

 

(xiii) an assignment and assumption agreement (the “Lease Assignment”), in a form satisfactory to Purchaser, duly executed by the Company and the applicable landlord, effecting the assignment to and assumption by Purchaser of the Lease;

 

(xiv) (1) all Tax clearance certificates and other certificates and documents necessary to establish the Company’s and Owner’s compliance with the requirements and provisions of any Tax clearance, bulk sales, bulk transfer, or similar Laws of the State of Missouri in connection with the transactions contemplated by this Agreement (all showing that all applicable Taxes have been paid or that none are due and owing), and (2) such other evidence as Purchaser may reasonably request to determine the amount of withholding required to avoid successor liability in accordance with the State of Missouri’s Tax clearance procedures;

 

(xv) an assignment, in a form satisfactory to Purchaser, duly executed by each of the Company and J29 Creative Group, LLC, effecting the assignment to the Company of all intellectual property rights to the Company’s website; and

 

(xvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement.

 

(b) At the Closing, Purchaser shall deliver to the Company the following:

 

(i) this Agreement, duly executed by Purchaser;

 

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(ii) the Closing Cash Payment;

 

(iii) the Assignment and Assumption Agreement, duly executed by Purchaser;

 

(iv) the Transition Support Agreement, duly executed by Purchaser;

 

(v) the Employment Agreement, duly executed by Purchaser;

 

(vi) the Lease Assignment, duly executed by Purchaser;

 

(vii) the Closing Statement, duly executed by Purchaser; and

 

(viii) such other customary instruments of transfer, assumption, filings or documents as may be required to give effect to this Agreement.

 

(c) At the Closing, Purchaser shall pay, or cause to be paid, on behalf of the Company or Owner, if applicable:

 

(i) all amounts necessary to discharge fully the Loan Payoff Amounts, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; and

 

(ii) the Transaction Expenses, by wire transfer of immediately available funds in the amounts and to the accounts designated by the Company, provided that if any portion of the Transaction Expenses are compensatory, then such amounts shall be paid to the Company for further payment to the applicable recipients thereof through the Company’s payroll, less applicable withholdings.

 

Article IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND OWNER

 

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Company and Owner, jointly and severally, represent and warrant to Purchaser and Parent that the statements contained in this Article IV are true and correct as of the Closing Date.

 

4.01 Organization of the Company and Owner. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Missouri and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated, or leased by it and to carry on the Business as currently conducted. Owner is a company duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation.

 

4.02 Authorization of Transaction. Each of the Company and Owner has full corporate and company power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company and Owner of this Agreement and the other Transaction Documents to which it is a party have been duly and validly authorized by all requisite corporate action on the part of the Company and Owner, respectively. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and Owner and, assuming due authorization, execution and delivery by Purchaser and Parent, constitute legal, valid, binding and enforceable obligations of the Company and Owner.

 

4.03 Ownership of the Company. Owner owns 100% of the issued and outstanding shares of capital stock of the Company and all such shares have been duly authorized and are validly issued and outstanding, fully paid and non-assessable. No Person other than Owner owns or for any reason can claim (nor is there any basis for any other Person to claim) (a) an ownership interest in the Company, (b) any other right, title or interest in any of the shares, including by way of debt that is convertible into shares or (c) sale proceeds of the Company in connection with the sale of the Purchased Assets and the Business. No Person has any right, agreement or any understanding pursuant to which such Person would purchase or acquire any equity in the Company or any debt that is convertible into equity in the Company.

 

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4.04 No Conflicts; Consents. Except as set forth on Section 4.04 of the Disclosure Schedules, the execution, delivery and performance by each of the Company and Owner of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of incorporation, bylaws and any other governing documents of the Company or Owner; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company, Owner, the Business or the Purchased Assets; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that would constitute a default under, result in the acceleration of or the right to accelerate, terminate, modify or cancel any Assigned Contract or Permit to which the Company is a party or by which the Company, the Business, or the Purchased Assets is bound or subject; or (d) result in the creation or imposition of any Lien, on the Purchased Assets.

 

4.05 Financial Statements; Indebtedness.

 

(a) The Company has made available to Purchaser copies of the financial statements of the Business, which consist of the audited balance sheets and statements of income, stockholders’ deficit and cash flows for the calendar years 2025, 2024 and 2023 (the “Historical Financial Statements”). The Company has also made available to Purchaser a copy of the balance sheet for the period commencing on January 1, 2026 and ending on March 31, 2026 (the “Interim Balance Sheet”). The Historical Financial Statements and Interim Balance Sheet are complete and correct in all material respects, have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and applied on a consistent basis throughout all periods involved consistent with the prior and historical practices of the Company. Both the Historical Financial Statements and Interim Balance Sheet (the “Financial Statements”) accurately present the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated.

 

(b) The Financial Statements have been prepared and presented based upon and in conformity with the Company’s Books and Records. The Company’s Books and Records are complete and accurately reflect in all material respects the assets, liabilities, transactions and results of operations of the Company.

 

(c) Section  4.05(c) of the Disclosure Schedules contains a complete and accurate list of the PPP Loans and Indebtedness of the Company or Indebtedness of another Person pursuant to which the assets and properties of the Company have been pledged as collateral. The Company is not in default of its obligations under its Indebtedness. The Company has applied for and received forgiveness of the entire amount of the PPP Loans. In submitting all documentation with respect to, and accepting the proceeds of, the PPP Loans, Company has provided complete and accurate information and has materially complied with all of the applicable requirements of the CARES Act, including the eligibility and certification requirements for the PPP Loans. Company has not used any proceeds under any of the PPP Loans for any impermissible purpose.

 

4.06 Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, asserted or unasserted, whether presently known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), except: (a) those which are specifically and adequately reflected or reserved against in the Interim Balance Sheet; (b) those which have been incurred in the ordinary course of business since the date of the Interim Balance Sheet and which are not, individually or in the aggregate, material in amount to the Company, taken as a whole, and none of which relate to breach of Contract, breach of warranty, tort, infringement, or violation of Law; (c) those which have been incurred in connection with (i) ordinary course non-delinquent executory Contracts in the ordinary course of business (none of which is a result of a breach of contract, warranty, or other cause of action) and (ii) trade payables incurred in the ordinary course of business; or (d) those which constitute Transaction Expenses.

 

4.07 Absence of Changes. Since January 1, 2025, the Company has conducted the Business in the ordinary course of business consistent with past practice, and there has not been any change, event, condition, development or circumstance that is, or could reasonably be expected to be, individually or in the aggregate, materially adverse to the business, results of operations, assets, prospects or condition (financial or otherwise) of the Business or the value of the Purchased Assets.

 

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4.08 Assigned Contracts.

 

(a) Other than the Assigned Contracts, there are no other Contracts that are material to the Business. Each Assigned Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the Company nor, to the Company’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that would constitute an event of default under any Assigned Contract or result in a termination thereof. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Purchaser. There are no disputes material in nature that are pending or threatened under any Assigned Contract.

 

(b) No Assigned Contract is based, in whole or in part, on the Company having §8(a) status, small business status, small disadvantaged business status, women’s business enterprise, minority business enterprise status, service-disabled veteran-owned small business status, protégé status, or other preferential status afforded by statute or regulation.

 

4.09 Title to, Condition, and Sufficiency of the Purchased Assets.

 

(a) The Company has good and marketable title to, or a valid and enforceable leasehold interest in, the Purchased Assets. All such Purchased Assets are free and clear of Liens. All Tangible Personal Property included in the Purchased Assets is located at the Leased Real Property.

 

(b) The Purchased Assets constitute all of the assets and properties used in and necessary for the conduct of the Business and are sufficient to conduct the Business as it is presently being, and has been previously, conducted, and the Purchased Assets are sufficient to enable Purchaser to (1) continue to conduct the Business after the Closing as it is presently being conducted and (2) perform the obligations of the Business in accordance with the terms of its Contracts. Owner has no right to or interest in any of the Purchased Assets except indirectly through his ownership of the Company, and neither Owner nor any other Person owns any assets or properties that are material to or otherwise necessary for the conduct of the Business. The Purchased Assets are in good operating condition and repair, ordinary wear and tear excepted, are suitable for the purposes for which such Purchased Assets are used as of the Closing Date and are free from material defects. There is no need, or pending need, to replace any of the Purchased Assets which are material to or otherwise necessary for the operation of the Business.

 

4.10 Real Property.

 

(a) The Company does not own, nor has it ever owned, any real property. Section 4.10(a) of the Disclosure Schedules sets forth the address of the parcel of real estate leased by the Company (the “Leased Real Property”), and a true and complete description of the lease agreement (including all amendments, extensions, renewals, guaranties and other Contracts with respect thereto) for the Leased Real Property (including the date and name of the parties to such lease) (the “Lease”). The Company has delivered to Purchaser a true and complete copy of the Lease. Except as set forth on Section 4.10(a) of the Disclosure Schedules, with respect to the Lease: (i) to the knowledge of the Company, the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the knowledge of the Company, the Company’s possession and quiet enjoyment of the Leased Real Property under the Lease has not been disturbed, and there are no disputes with respect to the Lease; (iii) neither the Company nor, to the knowledge of the Company, any other party to the Lease is in breach or default under the Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under the Lease; (iv) no security deposit or portion thereof deposited with respect to the Lease has been applied in respect of a breach or default under the Lease which has not been redeposited in full; (v) neither the Company nor Owner owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to the Lease; (vi) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (vii) the Company has not collaterally assigned or granted any other security interest in the Lease or any interest therein; (viii) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are sufficient for the operation of the Business as presently conducted, (ix) there are no separate agreements or understandings with respect to the Lease, (x) there are no tenant improvement allowances or other allowances that have not been paid in full at or prior to the Closing Date by any party with respect to the Leased Real Property, (xi) to the knowledge of the Company, there are no existing defenses, offsets or counterclaims which the lessor or landlord has against any tenant or lessee of the Leased Real Property, (xii) as of the Closing Date, the use, occupancy and operation of the Leased Real Property in the conduct of the Business does not violate any Law, regulation or any other restrictions applicable to the Leased Real Property, and (xiii) there are no service agreements or equipment leasing contracts or other contracts relating to the Leased Real Property which will be in force after the Closing Date.

 

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(b) All applicable rent prorations and customary lease related adjustments for the Lease (collectively, the “Prorations”) shall be made as of the Closing Date and included on the Closing Statement. Prorations shall include all amounts typically prorated at the closing of a lease assignment, including without limitation, (i) real estate Taxes for the then current year relating to the Leased Real Property shall be prorated as of the Closing Date (if the Closing Date shall occur before the tax rate is fixed for the then current year, the apportionment of Taxes shall be upon the basis of the tax rate for the immediately preceding year); (ii) all rents (including base rent, additional rents, and percentage rents) payable under the Lease shall be prorated as of the Closing Date, (iii) all other income from, and expenses of, the Lease, including but not limited to public utility charges, interest, maintenance charges, and service charges shall be prorated as of the Closing Date. The Company shall be responsible for and shall promptly pay all amounts owed for labor, materials supplied, services rendered and/or any other bills or amounts related to the Company and its operation of the Leased Real Property prior to the Closing.

 

4.11 Inventory. All Inventory, whether or not reflected in the Historical Financial Statements or the Interim Balance Sheet, (a) was acquired and has been maintained in the ordinary course of business consistent with past practice, (b) is in good operating and working condition (ordinary wear and tear excepted) and, subject to any reserve for obsolete Inventory recorded by the Company is of a quality and quantity usable and, with respect to finished goods, saleable in the ordinary course of business, and (c) is being held at the Leased Real Property and, except as set forth in Section 4.11 of the Disclosure Schedules, no Inventory of the Company is with customers, agents, distributors, representatives, or other persons on consignment. All Inventory not written off have been priced at the lower of cost or net realizable value on an average cost basis. All obsolete Inventory and Inventory below standard quality has been written off. The quantities of each item of Inventory are not excessive but are reasonable in the present circumstances of the Company and are of a quantity sufficient to enable Purchaser to carry on the Business as in the ordinary course consistent with past practice.

 

4.12 Receivables and Payables. The receivables reflected on the Interim Balance Sheet and the receivables arising after the date thereof (a) have arisen from bona fide, arms’ length transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice and have been recorded using substantially the same accounting methods, practices principles, policies and procedures used in the preparation of the Historical Financial Statements and the Interim Balance Sheet, and (b) constitute only valid, undisputed claims of the Company. All payables of the Company have arisen from bona fide transactions in the ordinary course of business and no such payable is delinquent in its payment except to the extent disputed in good faith by the Company. No payables are owed or due to Owner or any other Related Party.

 

4.13 Material Customers and Vendors.

 

(a) Section 4.13(a) of the Disclosure Schedules sets forth a list of the top 25 customers of the Company for calendar years 2024 and 2025 and the period commencing on January 1, 2026 and ending on March 31, 2026 (collectively, the “Material Customers”). No Material Customer has given the Company any notice, or otherwise indicated any intention, to terminate its business relationship with the Company or to limit or alter its business relationship with the Company, and to the Company’s knowledge, no Material Customer has communicated any intention or indicated any desire to terminate its business relationship with the Company or to limit or alter its business relationship with the Company. Neither the Company, Owner, nor any of their Related Parties own any direct or indirect interest in or otherwise have any economic or financial relationship with any Material Customer.

 

(b) Section 4.13(b) of the Disclosure Schedules sets forth a list of the top 10 suppliers of the Company for calendar years 2024 and 2025 and the period commencing on January 1, 2026 and ending on March 31, 2026 (collectively, the “Material Vendors”). No Material Vendor has given the Company any notice, or otherwise indicated any intention, to terminate its business relationship with the Company or to limit or alter its business relationship with the Company, and to the Company’s knowledge, no Material Vendor has communicated any intention or indicated any desire to terminate its business relationship with the Company or to limit or alter its business relationship with the Company. Neither the Company, Owner, nor any of their Related Parties own any direct or indirect interest in or otherwise have any economic or financial relationship with any Material Vendor.

 

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4.14 Intellectual Property. The Company Intellectual Property constitutes all of the intellectual property used in the conduct of the Business. The Company is the sole and exclusive owner of all right, title, and interest in and to all technology and the Company Intellectual Property. To the Company’s knowledge, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any of the Company Intellectual Property, nor is the Company infringing, misappropriating, or otherwise violating any other Person’s intellectual property. The Company is in material compliance with any posted privacy policies (each such privacy policy has been made available to Purchaser) and any Laws or regulations relating to personally identifiable information. The Company has not received any complaint regarding the collection, use, or disclosure of personal information. To the Company’s knowledge, the Company has not experienced any breach of security or unauthorized access by third parties to personal information or any other information in the Company’s possession, custody, or control. The Trade Name is the only trade name or fictitious name of the Company since its inception.

 

4.15 Litigation; Governmental Orders.

 

(a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (“Actions”) pending or, to the Company’s knowledge, threatened against or by the Company or Owner (including any Action before any Governmental Authority) (i) relating to or affecting the Business, the Purchased Assets, the Assumed Liabilities or the operations or employees of the Company, or (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, and there is no fact or basis that could reasonably be expected to give rise to any of the foregoing. The Company is not a party to, or bound by, any Governmental Order with respect to or affecting the Company, the Business, the Purchased Assets, the Assumed Liabilities or the operations or employees of the Company.

 

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to, or affecting the Business or that would restrain or prohibit any transaction contemplated by this Agreement.

 

4.16 Compliance With Laws; Permits. The Company has made available correct and complete copies (front and back) of all current all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities (including Environmental Permits, “Permits”) issued to the Company which are related to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets. The Company has complied, and is now complying, in all material respects, with all Laws applicable to: (a) the conduct of the Business as currently conducted; (b) the ownership and use of the Purchased Assets; (c) employment, immigration, safety and health; and (d) environmental protection, building, zoning and land use. All Permits required for the Company to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by the Company and are valid and in full force and effect. All fees and charges with respect to such Permits as of the Closing Date have been paid in full. The Company has not received any written communication from any Governmental Authority or third party that alleges that the Company, the conduct of the Business or ownership or use of the Purchased Assets is not in compliance with any such federal, state, provincial or local Laws.

 

 

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4.17 Environmental. (a) The Company is in compliance with Environmental Laws, including the possession of, and compliance with, all Environmental Permits, (b) to the Company’s knowledge, there has been no Release of any Hazardous Materials on, upon, into, onto, or from the Leased Real Property by the Company or any third parties in quantities greater than those allowed under Environmental Laws or in a manner that requires reporting, investigation, remediation or other response pursuant to any Environmental Laws, (c) to the Company’s knowledge, there have been no Hazardous Materials generated by the Business that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any Governmental Authority in the U.S., (d) to the Company’s knowledge, there are no underground storage tanks controlled by the Company and located at the Leased Real Property, and no Hazardous Materials stored at the Leased Real Property or other premises controlled by the Company, except for the storage of hazardous waste in compliance with Environmental Laws, and (e) the Company has made available to Purchaser accurate and complete copies of all material and non-privileged environmental records, reports, certificates of need, permits, pending permit applications, and environmental studies or assessments for the Leased Real Property to the extent such documents are the Company’s or Owner’s possession or reasonable control.

 

4.18 Employee Benefit Matters.

 

(a) The Company has made available to Purchaser a true, correct, and complete copy of each current Benefit Plan document, summary plan description and, if applicable, summary of material modifications and, if applicable, the most recent IRS determination or opinion letter Benefit Plan; and if applicable, the Form 5500 annual report for the three most recent plan years (including all schedules thereto and the opinions of independent accountants).

 

(b) Each of the Benefit Plans is, and has been, operated in all material respects in accordance with its terms and each of the Benefit Plans is, and its administration is currently in compliance with ERISA and the Code and all other applicable Laws and with any applicable collective bargaining agreement in all material respects, and no statement, either written or oral, has been made by the Company, any ERISA Affiliate, or any Person with regard to any Benefit Plan that is not in accordance with the terms of such Benefit Plan.

 

(c) The Company has performed all material obligations required to be performed by it under, is not in any material respect in default under or in violation of, and to the Company’s knowledge, there has not been any material default or violation by any party to, any Benefit Plan. No claim or legal proceeding is pending or, to the Company’s knowledge, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary course) and, to the Company’s knowledge, no fact or event exists that could give rise to any such claim or legal proceeding.

 

(d) Neither the Company nor any ERISA Affiliate thereof, either currently or at any time in the past five years, maintains or maintained, contributes or contributed to, sponsors or sponsored or otherwise has any Liability with respect to a multiemployer plan within the meaning of Section 3(37) of ERISA or any employee benefit plan subject to Title IV of ERISA or Section 412 or 430 of the Code. Neither the Company nor any ERISA Affiliate has any obligation under any Benefit Plan, or with respect to which Purchaser would have any Liability, or that could result in a Lien attaching to the Purchased Assets.

 

4.19 Labor.

 

(a) Set forth on Section 4.19 of the Disclosure Schedules is a list of Persons who are active employees, consultants, or contractors of the Business as of the Closing Date and sets forth for each such Person the following: (i) name; (ii) title or position (including whether full or part time) and exempt/non-exempt status; (iii) hire date; (iv) current base compensation rate; (v) commission, bonus or other incentive-based compensation; (vi) a description of the fringe benefits provided to each such Person as of the Closing Date; and (vii) aggregate accounting of all PTO Liabilities. All commissions and bonuses payable to employees, consultants, or contractors of the Business for services performed on or prior to the Closing Date have been paid in full and there are no outstanding agreements, understandings or commitments of the Company with respect to any commissions, bonuses or increases in compensation. No employee is on long-term disability leave or otherwise an inactive employee, all employees are at-will, and no former employee has any right to employment. To the Company’s knowledge, no employee will not accept an offer of employment from Purchaser or plans to terminate their employment with the Company, or after the Closing Date, Purchaser.

 

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(b) The Company is in compliance with all Laws relating to immigration and the employment of labor, including but not limited to labor and employment practices, terms and conditions of employment, wages and hours, overtime payments, recordkeeping, employee classification, non-discrimination, non-harassment, nonretaliation, statutory sick leave, vacation treatment, meal and rest break requirements, employee leave, disability accommodation, payroll documents, record retention, equal opportunity, immigration, occupational health and safety (including, but not limited to, Laws relating to COVID-19 pandemic), severance, termination or discharge, and the retention and classification of independent contractors. The Company has paid all salaries and wages, including all paid time off, bonuses, incentives, commissions, differentials, and other compensation, owed to its employees and former employees as of the Closing. Each independent contractor has been properly characterized as such and is not likely to be characterized by any Governmental Authority as an employee or as having been in an employee-like relationship with the Company. The Company does not have any direct or indirect Liability as a result of any misclassification of any Person as an independent contractor rather than as an employee. The Company is not a party to, or bound by, any collective bargaining or other Contract with a labor organization representing any of its employees. All current assessments under applicable workers compensation legislation that relate to the Company have been paid or accrued, and the Company has not been subject to any specialty or penalty assessment under such legislation which has not been paid. The Company has not violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local legal requirement. As of the Closing Date, the Company has provided Purchaser with all immigration-related documentation related to the Company and their employees or independent contractors, if any, and all such documentation has been filed, re-filed or otherwise brought into compliance with the relevant Governmental Authority.

 

4.20 Taxes.

 

(a) With respect to the Business and the Purchased Assets:

 

(i) All Tax Returns required to be filed by the Company for any Pre-Closing Tax Period have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been fully and timely paid.

 

(ii) The Company has (1) withheld and paid all amounts required to have been withheld and paid by it in connection with amounts paid or owing to any employee or independent contractor, creditor, member, or any other Person; (2) remitted, or will remit on a timely basis, such amounts to the appropriate Taxing Authority; and (3) complied in all respects with applicable law with respect to Tax withholding. The Company has collected all sales, use, value- added and other Taxes required to be collected, and has remitted, or will remit within the time and in the manner prescribed by Law, such amounts to the appropriate Taxing Authority. No extension of time within which to file any Tax Return (other than automatic extensions) has been requested to file any Tax Return. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, or has any request been made in writing for any such extension or waiver.

 

(iii) No deficiencies, assessments or claims for Taxes with respect to the Company have been claimed, proposed in writing or assessed by any Taxing Authority. The Company is not, as of the date hereof, the subject of any Tax proceeding by any Taxing Authority with respect to any Taxes, and there is no Tax proceeding pending or threatened in writing against the Company. No claim has been made by a Taxing Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction.

 

(iv) There are no Liens for Taxes upon any of the Purchased Assets nor, to the Company’s knowledge, is any Taxing Authority in the process of imposing any Liens for Taxes on any of the Purchased Assets (other than for current Taxes not yet due and payable).

 

(v) The Company has not (i) deferred the payment of any payroll Taxes pursuant to the CARES Act or IRS Notice 2020-65 or (ii) claimed the “employment retention credit” within the meaning of Section 2301 of the CARES Act or any other Tax credit applicable to the employment Taxes under the Families First Act.

 

(b) The Company has no Liability for Taxes of any other Person (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law), (ii) as a transferee or successor, or (iii) pursuant to any Tax sharing agreement, Tax indemnity obligation or similar Contract with respect to Taxes.

 

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(c) For federal and applicable state and local income Tax purposes, the Company has elected and properly qualified as a C corporation within the meaning of Section 1361(a) of the Code (and any corresponding or similar provision of state or local Tax Law) since the date of its formation.

 

(d) None of the Purchased Assets constitutes an equity interest in any Person for income Tax purposes.

 

4.21 Insurance. The Company has insurance policies in full force and effect (a) for such amounts as are sufficient for all requirements of Law and all agreements to which the Company is a party or by which it is bound, and (b) which are in such amounts, with such deductibles and against such risks and Losses, as are reasonable for the Business, assets, and properties of the Company. The Company has made available to Purchaser a list of all insurance policies (including fire and casualty, general liability, theft, life, workers’ compensation, directors and officers, business interruption and all other forms of insurance) and all fidelity bonds held by the Company or which name the Company as an insured (or loss payee), including those which pertain to the Company’s assets, employees or operations, setting forth, with respect to each such policy, the policy name, policy number, carrier, term, type and amount of coverage, annual premium, whether the policies may be terminated upon consummation of the transactions contemplated by this Agreement, and if and to what extent events being notified to the insurer after the Closing Date are generally excluded from the scope of the respective policy. The Company has provided to Purchaser true and complete copies of all loss runs with respect to claims asserted against the Company for all periods commencing on or after January 1, 2023.

 

4.22 Terms of Service; Product Liability.

 

(a) Section 4.22(a) of the Disclosure Schedules contains a copy of the Company’s standard form of purchase order. Other than the terms set forth therein, the Company does not offer any terms of service (including any customary terms and whether written or unwritten) under which the Company provides products and services to its customers. No customers are entitled to or benefit from any service level or performance guarantees or any warranties by the Company with respect to the products and services provided by the Company. In addition, no customers are entitled to any refunds, credits, or rights of set-off with respect to any products or services provided by the Company. All products produced by the Company and services provided by the Company are in compliance with applicable Law, Contract, and/or Permit.

 

(b) The Company does not have any material Liability arising out of any injury or illness to individuals or property as a result of the ownership, possession, use, or consumption of any product designed, manufactured, installed, maintained, delivered or sold, or services rendered, by or on behalf of the Company. The Company has not committed any act or failed to commit any act which would reasonably be expected to result in and, to the Company’s knowledge, there has been no occurrence which would give rise to or form the basis of any material product Liability or material Liability for breach of warranty (whether or not covered by insurance) on the part of the Company with respect to products designed, manufactured, maintained, delivered or sold, or services rendered by or on behalf of, the Company.

 

4.23 Brokers. Except as set forth on Section 4.23 of the Disclosure Schedules, neither the Company, Owner, nor any of their respective Affiliates have dealt with any Person who is entitled to a broker’s commission, finder’s fee or investment banker’s fee or similar payment in connection with (i) the transactions contemplated by this Agreement or any other Transaction Document or (ii) introducing the parties to each other.

 

4.24             Related Party Transactions. Except as set forth on Section 4.24 of the Disclosure Schedules:

 

(a) the Company has not entered into any Contracts, nor are there any commitments with or other obligations owed to, with any of the Related Parties other than normal employment arrangements;

 

(b) no property or interest in any property which relates to and is or will be necessary or useful in the present or currently contemplated future operation of the Business, is presently owned by or leased or licensed by or to any Related Party; and

 

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(c) no Related Party has an interest, directly or indirectly, in any vendor, supplier, distributor, customer, or other business relationship of the Company, or any other relationship, Contract or understanding with the Company.

 

4.25 International Trade. The Company, and to the Company’s knowledge, any of its Affiliates and Representatives acting on behalf of the Company, are currently not, and have not been at any time: (a) a Sanctioned Person, (b) engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, or (c) otherwise in violation of applicable Sanctions Laws or U.S. Export Controls Laws (collectively, “Trade Control Laws”). No claim by or before any Governmental Authority involving the Company with respect to Trade Control Laws is pending and, to the knowledge of the Company, no such claims are threatened or contemplated. The Company has not: (a) made any voluntary disclosures to any Governmental Authority in relation to a possible violation of any Trade Control Laws; or (b) been the subject of any governmental investigation, enforcement action, or written inquiry regarding compliance with any Trade Control Laws or been assessed any fine, penalty or written warning under such Laws.

 

4.26 Foreign Corrupt Practices Act. The Company and, to the Company’s knowledge, any of its Affiliates and Representatives acting on behalf of the Company, are and have been in compliance with the provisions of Anti-Corruption Laws. The Company and, to the Company’s knowledge, its Affiliates and Representatives acting on behalf of the Company have not paid, offered or promised to pay, or authorized or ratified the payment or transfer, directly or indirectly, of any monies or anything of value to any Public Official for the purpose of corruptly influencing any act or decision of such Public Official or of a Governmental Authority to obtain or retain business, or direct business to any Person or to secure any other improper benefit or advantage, in each case, in violation of any Anti-Corruption Laws.

 

4.27 Import Compliance. All imports for which the Company acts as importer of record are made in full compliance with all relevant import rules and regulations. During the last five years, there have been no issues with U.S. Customs and Border Protection (“CBP”) relating to the tariff classification, valuation, country of origin, and country of origin marking of goods imported by the Company. During this same five-year period, the Company has not received any penalty notices or claims for liquidated damages from CBP, nor have any goods imported by the Company been detained or seized by CBP. All duties, tariffs, fees and other charges assessed and owed on any goods the Company has imported have been paid in full, and the Company has disclosed whether any goods that it imports are subject to antidumping or countervailing duties, section 232 or section 301 duties, or any other trade remedy duties. To the knowledge of the Company, none of the products the Company imports have been made using forced labor. The Company has confirmed that its suppliers in China are reputable.

 

4.28 Investor Representations.

 

(a) The Company is acquiring the Shares for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act, or under any applicable provision of state Law. The Company does not have any present intention to transfer any of the Shares to any other Person.

 

(b) The Company understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein. The Company further acknowledges and understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Company acknowledges that Parent is under no obligation to register or qualify any Shares. The Company further acknowledges that the Shares will bear a customary restrictive legend and that stop transfer instructions may be issued to the transfer agent with respect to the Shares.

 

(c) The Company has such knowledge and experience in financial and business matters that the Company is capable of evaluating the merits and risks of owning any Shares to be received by the Company. The Company has the ability to bear the economic risk of the investment in any Shares, including complete loss of such investment. The Company acknowledges that it has been afforded the opportunity to ask questions of, and receive answers from, representatives of Parent concerning the terms and conditions of the offering of the Shares.

 

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(d) The Company is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act). The Company is acquiring the Shares for its own account and not as a nominee or agent for any other Person.

 

(e) The Company is aware of Parent’s business affairs and financial condition and has acquired sufficient information about Parent to reach an informed and knowledgeable decision to acquire the Shares. The Company has had such opportunity as it has deemed adequate to obtain from representatives of Parent such information as is reasonably necessary to permit the Company to evaluate the merits and risks of its investment in Parent. The Company acknowledges that, except for the representations and warranties expressly set forth in this Agreement, it has not relied on any representations or warranties of Parent or any other Person in making its investment decision.

 

(f) The Company understands that it may suffer adverse tax consequences as a result of its acquisition or disposition of the Shares. The Company has consulted all tax consultants it deems advisable in connection with the acquisition or disposition of the Shares and the Company is not relying on Purchaser, Parent or any of their Affiliates for any Tax advice.

 

(g) The Company is not acquiring the Shares as a result of, and has not been solicited by, any general solicitation or general advertising (within the meaning of Regulation D under the Securities Act).

 

4.29 Bank Accounts. Section 4.29 of the Disclosure Schedules sets forth with regard to each bank account, safety deposit box and lock box of the Company, the name of the institution where such account is maintained, the account number and a list of the authorized signatories. Other than the accounts listed on Section 4.29 of the Disclosure Schedules, the Company does not maintain any accounts, lockboxes or safe deposit boxes at any bank, trust company, savings institution, brokerage firm or other financial institution.

 

4.30 Full Disclosure. No representation or warranty by the Company or Owner in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Purchaser pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

 

Article V
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT

 

Purchaser and Parent, jointly and severally, represent and warrant to the Company and Owner that the statements contained in this Article V are true and correct as of the Closing Date.

 

5.01 Organization. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Parent is a corporation duly formed, validly existing and in good standing under the Laws of the State of Maryland.

 

5.02 Authority. Each of Purchaser and Parent has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Parent of this Agreement and the other Transaction Documents to which it is a party have been duly and validly authorized by all requisite action on the part of Purchaser and Parent, as applicable. This Agreement and the other Transaction Documents have been duly executed and delivered by Purchaser and Parent and, assuming due authorization, execution and delivery by the Company and Owner, constitute legal, valid, binding and enforceable obligations of Purchaser and Parent.

 

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5.03 No Conflicts; Consents. The execution, delivery and performance by each of Purchaser and Parent of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the governing documents of Purchaser or Parent; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Purchaser or Parent; or (c) require the consent, notice or other action by any Person under any Contract to which Purchaser or Parent is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Purchaser or Parent in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

 

5.04 Brokers. Neither Purchaser nor Parent has dealt with any Person who is entitled to any broker’s commission, finder’s fee, investment banker’s fee or similar payment in connection with (i) the transactions contemplated by this Agreement or any other Transaction Document or (ii) introducing the parties to each other.

 

5.05 Legal Proceedings. There are no Actions pending or, to Purchaser’s knowledge, threatened against or by Purchaser, Parent or any Affiliate of Purchaser or Parent that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

 

Article VI
COVENANTS

 

6.01 Public Announcements. No Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement.

 

6.02 Wrong Pockets. From and after Closing, if the Company or any of its Affiliates receives or collects any funds relating to any Purchased Asset (including, for the avoidance of doubt, any tariff refund received by the Company), the Company shall remit or cause its Affiliates to remit such funds to Purchaser within five Business Days after its receipt thereof. From and after Closing, if Purchaser or any of its Affiliates receives or collects any funds relating to any Excluded Asset, Purchaser or its Affiliate shall remit any such funds to the Company within five Business Days after its receipt thereof.

 

6.03 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) (“Transfer Taxes”) shall be borne and paid by the Company when due. The Company shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Purchaser shall cooperate with respect thereto as necessary).

 

6.04 Tax Matters.

 

(a) The Company will timely file all Tax Returns for any time period arising prior to the Closing Date with respect to Taxes on the Purchased Assets including any applicable sales or use Tax accruing before the Closing Date. If Purchaser or any of its Affiliates remits to an appropriate Taxing Authority payment for Taxes and such payment includes any Excluded Taxes, the Company will promptly reimburse Purchaser for such Excluded Taxes.

 

(b) Purchaser and the Company will furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund, or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, and for the prosecution or defense of any suit or other proceeding relating to Tax matters.

 

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6.05 Nonassignable Assets. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) violates applicable Law; or (ii) requires the consent or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the Closing. Following the Closing, the Company and Purchaser shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Purchaser shall be solely responsible for such Liabilities from and after the Closing Date; provided, however, that neither the Company nor Purchaser shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, the Company shall sell, assign and transfer to Purchaser the relevant Purchased Asset to which such consent, waiver, release, substitution or amendment relates for no additional consideration.

 

6.06 Change of Name. On the Closing Date, the Company will file with all appropriate Governmental Authority the paperwork necessary to change its corporate name to a name which is substantially dissimilar to its present name and withdraw its use of the Company’s Trade Name.

 

6.07 Bulk-Sales Laws. The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser; it being understood that any Liabilities arising out of the failure of the Company to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

 

6.08 Dissolution of the Company. The Company shall not file articles of dissolution or any analogous filing with its jurisdiction of incorporation, and the Company and Owner will take all action necessary to prevent the dissolution of the Company, prior to the 18-month anniversary of the Closing Date.

 

6.09 Further Assurances. Following the Closing, the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents. After the Closing, the Company and Owner will cooperate with Purchaser in its efforts to continue and maintain for the benefit of Purchaser those business relationships of the Company existing prior to the Closing and relating to the business to be operated by Purchaser following the Closing.

 

6.10 Delivery of Financial Information; Cooperation.

 

(a) The Company and Owner shall deliver, or cause to be delivered, as promptly as practicable following the Closing, but in no event later than 30 days after the Closing Date (or such earlier date as is reasonably requested by Parent to comply with its SEC reporting obligations), all financial statements and other financial information relating to the Business reasonably required by Parent to satisfy its reporting obligations under the Exchange Act and Securities Act, including in connection with any Current Report on Form 8-K (including any amendment thereto), periodic report or registration statement (including any prospectus or prospectus supplement included therein).

 

(b) In furtherance of the foregoing, the Company and Owner shall deliver, or cause to be delivered:

 

(i) audited financial statements of the Business for the fiscal years required pursuant to Rule 3-05 of Regulation S-X; and

 

(ii) unaudited interim financial statements of the Business for the periods required pursuant to Rule 3-05 of Regulation S-X,

 

in each case prepared in accordance with GAAP consistently applied and fairly presenting, in all material respects, the financial position and results of operations of the Business for the periods presented (subject to normal year-end adjustments and the absence of footnotes).

 

(c) From and after the Closing, until the date on which Parent has filed a periodic report under the Exchange Act that includes financial statements reflecting the Business for at least one full fiscal year, the Company and Owner shall, and shall cause their respective Affiliates and Representatives to:

 

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(i) reasonably cooperate with Parent and provide all assistance reasonably requested in connection with the preparation of pro forma financial statements in accordance with Article 11 of Regulation S-X, including by delivering all financial data reasonably required by Parent for such purpose promptly and in any event within such timeframes as are reasonably requested by Parent to meet applicable SEC filing deadlines;

 

(ii) provide Parent and its Representatives reasonable access, during normal business hours and upon reasonable advance notice, to the books and records, supporting documentation, work papers and personnel of the Company and the Business;

 

(iii) cause appropriate employees with knowledge of the Business to participate in customary diligence calls, meetings and drafting sessions in connection with any SEC filings or offering documents; and

 

(iv) use commercially reasonable efforts to cause the Company’s independent auditors (or another mutually agreed independent registered public accounting firm) to (A) provide all required assistance in connection with the preparation and review of the financial statements and pro forma financial information contemplated hereby, (B) provide any required consents for inclusion of their audit reports in any SEC filings, and (C) deliver customary comfort letters and participate in diligence calls, in each case as reasonably requested by Parent, in each case on a timeline sufficient to meet Parent’s SEC filing deadlines.

 

(d) The Company and Owner acknowledge that Parent intends to rely on the 71-day grace period under Item 9.01 of Form 8-K, and agree that the financial statements and information required pursuant to this Section shall be delivered as early as practicable, and in any event sufficiently in advance of the expiration of such 71-day period to enable Parent to timely comply with such requirements.

 

(e) The Company and Owner consent to the use and public disclosure by Parent of any financial statements or other information provided pursuant to this Section as required to comply with applicable Law and SEC rules and regulations.

 

6.11 Accounts Receivable Reimbursement. By no later than 90 days following the Closing, Purchaser shall remit to the Company an amount equal to the accounts receivable of the Company as of the Closing constituting Purchased Assets that is collected by Purchaser after the Closing Date; provided, however, that Purchaser’s obligation to remit such amounts shall be subject to the following: (a) if, as of the date that is 90 days following the Closing, Purchaser has collected such accounts receivable in an aggregate amount equal to or greater than $250,000, Purchaser shall remit to the Company $250,000 within five Business Days after such 90-day period; and (b) if, as of the date that is 90 days following the Closing, Purchaser has collected such accounts receivable in an aggregate amount less than $250,000, Purchaser shall remit to the Company the amount actually collected as of such date within five Business Days after such 90-day period, and shall within five Business Days following the nine-month anniversary of the Closing, remit to the Company any additional amounts collected on account of such accounts receivable up to $250,000 in the aggregate during such nine-month anniversary. Purchaser shall have no obligation to remit or pay to the Company any such accounts receivable collected by Purchaser after the nine-month anniversary of the Closing, regardless of whether the $250,000 collection threshold has been satisfied.

 

6.12 Restrictive Covenants.

 

(a) Post-Closing Confidentiality.

 

(i) From and after the Closing, each of the Company and Owner shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, hold in confidence any and all confidential, proprietary and non-public information and materials, whether in written, verbal, graphic or other form, concerning Purchaser and the Business (collectively, “Business Confidential Information”), except that neither the Company nor Owner shall have any obligation under this Section 6.12(a) with respect to any Business Confidential Information that: (i) after the Closing Date becomes generally available to the public other than through a breach by it or any of its Affiliates or any of its or their respective Representatives of their respective obligations under this Section 6.12(a); or (ii) is provided to it or any of its Affiliates or any of its or their respective Representatives by a third party that was not known to the receiving party to be bound by any duty of confidentiality with respect to such Business Confidential Information.

 

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(ii) From and after the Closing, neither the Company nor Owner shall, and each of the Company and Owner shall cause its Affiliates not to, and shall instruct its and their respective Representatives not to, use any Business Confidential Information, except as expressly authorized in writing by Purchaser. Each of the Company and Owner shall, and shall cause its Affiliates to, and shall instruct its and their respective Representatives to, take the same degree of care to protect the Business Confidential Information that such Person uses to protect its own trade secrets and confidential information of a similar nature, which shall be no less than a reasonable degree of care.

 

(iii) Notwithstanding the foregoing, neither the Company nor Owner shall be in breach of this Section 6.12(a) as a result of any disclosure of Business Confidential Information that is required by applicable Law or that is required by any Governmental Authority or under any subpoena, civil investigative demand or other similar process by a court of competent jurisdiction having jurisdiction over the Company or Owner, as applicable; provided, however, that it shall give advance written notice of such compelled disclosure to Purchaser, and shall cooperate with Purchaser in connection with any efforts to prevent or limit the scope of such disclosure; provided, further, that it shall disclose only that portion of such Business Confidential Information which it is advised in writing by its counsel is legally required to be disclosed.

 

(b) Non-Competition. During the Restricted Period, neither the Company nor Owner shall, or shall permit any of its Affiliates to, directly or indirectly: (a) except for services provided to Purchaser or any of its Affiliates, engage in or assist others in engaging (whether through employment, consultation, advisory services, representation on a board of directors, board of managers or other similar governing body or by any financial or other investment) in the Restricted Business in the United States, Canada and Mexico; (b) have an interest in any Person that engages directly or indirectly in the Restricted Business in the United States, Canada and Mexico in any capacity, including as a partner, stockholder, member, employee, principal, agent, trustee, consultant or independent contractor; (c) take any action that would reasonably be expected to interfere with and/or diminish in any material respect the business relationships between Purchaser and any customer, vendor, licensee, licensor, client or distributor of Purchaser; or (d) use the Company’s Trade Name or anything similar to it without the prior written consent of Purchaser. Notwithstanding the foregoing, each of the Company and Owner may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if it is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities of such Person.

 

(c) Non-Solicitation of Employees. During the Restricted Period, neither the Company nor Owner shall, or shall permit any of its Affiliates to, directly or indirectly, solicit or entice, attempt to solicit or entice (except pursuant to a general solicitation which is not directed specifically to any such employees), or hire any employee of Purchaser or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided, however, that nothing in this Section 6.12(c) shall prevent any of the Company or Owner or any of their respective Affiliates from soliciting or hiring any employee whose employment has been terminated by Purchaser without cause.

 

(d) Non-Solicitation of Business Relationships. During the Restricted Period, neither the Company nor Owner shall, or shall permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any Person who is (or was within 24 months of the Closing Date) a customer, vendor, licensee, licensor, client or distributor of Purchaser or a potential customer, vendor, licensee, licensor, client or distributor of Purchaser for purposes of diverting their business or services from Purchaser.

 

(e) Non-Disparagement. Each of the Company and Owner agrees that it will not, and will cause its Affiliates to not, and shall instruct its and their respective Representatives not to, make or publish, verbally or in writing, any statements concerning Purchaser, the Business or any of their respective Affiliates or any of their respective Representatives, which statements are or reasonably may be construed as being injurious or inimical to the best interests of Purchaser, the Business or any Affiliates thereof or any of their respective Representatives, including statements alleging that Purchaser, the Business or any of its Affiliates or any of their respective Representatives have acted improperly, illegally or unethically or have engaged in business practices which are improper, illegal or unethical.

 

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(f) Breach. If any of the Company or Owner or any of their respective Affiliates breaches, or threatens to commit a breach of, any of the provisions of this Section 6.12, Purchaser shall have the following rights and remedies not subject to any limitations under this Agreement, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Purchaser under Law or in equity:

 

(i) the right and remedy to have such provision specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Purchaser and that money damages may not provide an adequate remedy to Purchaser; and

 

(ii) the right and remedy to recover from the Company and Owner, jointly and severally, all monetary damages suffered by Purchaser or its Affiliates.

 

(g) Tolling. The Restricted Period will be deemed tolled during any period in which any of the Company or Owner is in violation of any of the restrictive covenants set forth in this Section 6.12, and all restrictions will automatically be extended by the period of time such Person was in violation of any such restrictions.

 

(h) Severability. Each of the Company and Owner acknowledges that the restrictions contained in this Section 6.12 (i) are reasonable and necessary to protect the legitimate interests of Purchaser and the goodwill and customer relationships purchased by Purchaser hereunder and (ii) constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated hereby. In the event that any covenant contained in this Section 6.12 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court having jurisdiction is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.12 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

 

6.13 Release of Outstanding Liens. Following the Closing, if there are any Liens on any Purchased Assets in respect of any collateral pledged by the Company that the Company did not terminate or release prior to the Closing, the Company and Owner shall take all actions necessary or as reasonably requested by Purchaser to terminate and release any such Liens as promptly as practicable after the Closing (and in any event, within forty-five (45) days after the Closing Date) and shall file or cause to be filed a UCC-3 termination statement in respect thereof. The Company and Owner, jointly and severally, shall promptly reimburse Purchaser for all reasonable and properly documented expenses incurred by Purchaser in connection with the processing, request, filing and registration of such Lien terminations and releases, including any UCC-3 termination statement.

 

Article VII
INDEMNIFICATION

 

7.01 General.

 

(a) General Survival. Subject to Section 7.01(b) and Section 7.01(d), the representations and warranties made by the Company, Owner, Purchaser and Parent in this Agreement shall survive the Closing until the date that is 18 months following the Closing Date (the “General Survival Date”); provided, however, that if, at any time on or prior to the General Survival Date, any Purchaser Indemnitee or Company Indemnitee delivers to the applicable Indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of, or a potential inaccuracy in or a potential breach of, any such representation or warranty and asserting facts reasonably expected to establish a claim for recovery under Section 7.01(a) based on such alleged inaccuracy or breach or potential inaccuracy or breach, then the relevant representation and warranty and claim for recovery shall survive the General Survival Date until such time as such claim is fully and finally resolved.

 

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(b) Fundamental Representations; Tax Representations. Notwithstanding anything to the contrary contained in Section 7.01(a), (i) the Fundamental Representations shall survive the Closing indefinitely and (ii) the Tax Representations shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days.

 

(c) Survival of Covenants. All covenants and agreements of the Parties contained herein shall survive the Closing until fully performed or complied with.

 

(d) Intentional Misrepresentation; Fraud. The limitations set forth in Section 7.01(a) shall not apply in the event of any intentional misrepresentation or fraud, and claims relating to any intentional misrepresentation or fraud shall survive the Closing indefinitely.

 

7.02 Indemnification By the Company and Owner. Subject to the other terms and conditions of this Article VII, the Company and Owner, jointly and severally, shall indemnify and defend each of Purchaser, Parent and their respective Affiliates and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

 

(a) any inaccuracy in or breach of any of the representations or warranties of the Company and Owner contained in this Agreement, the other Transaction Documents, or in any certificate or instrument delivered by or on behalf of the Company or Owner pursuant to this Agreement made on and as of the Closing Date;

 

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or Owner pursuant to this Agreement;

 

(c) any Excluded Asset or any Excluded Liability;

 

(d) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets, or obligations of the Company or any of its Affiliates conducted, existing or arising on or prior to the Closing Date, including those Liabilities passing (or alleged to be passing) to Purchaser by operation of law (including under any common law doctrine of de facto merger or successor liability), as well as the ownership of the Company on or prior to the Closing Date and any entitlement to any portion of the Purchase Price; and

 

(e) the InkTech Acquisition.

 

7.03 Indemnification By Purchaser and Parent. Subject to the other terms and conditions of this Article VII, Purchaser and Parent, jointly and severally, shall indemnify and defend the Company, Owner, their Affiliates and their respective Representatives (collectively, the “Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Company Indemnitees based upon, arising out of, with respect to or by reason of:

 

(a) any inaccuracy in or breach of any of the representations or warranties of Purchaser and Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of Purchaser or Parent pursuant to this Agreement made on and as of the Closing Date;

 

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser or Parent pursuant to this Agreement; or

 

(c) any Assumed Liability.

 

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7.04 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”); provided, however, that the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from its obligations hereunder, except to the extent that such party is actually materially prejudiced by such failure. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

 

7.05 Payments.

 

(a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The Parties agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to “Prime Rate” as published by the Wall Street Journal plus six percent. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.

 

(b) Any Losses payable to a Purchaser Indemnitee shall be satisfied: (i) first, from the Holdback Amount; (ii) second, to the extent the amount of Losses exceeds the amounts available to such Purchaser Indemnitee from the Holdback Amount, by Parent recapturing and clawing back any Shares at the same valuation given to the Shares on the Closing Date based on the Equity Consideration Amount; and (iii) third, to the extent the amount of Losses exceeds the amounts available to such Purchaser Indemnitee from the Equity Consideration Amount, directly from the Company and Owner on a joint and several basis.

 

7.06 Right of Setoff. Upon notice to the Company specifying in reasonable detail the basis therefore, Purchaser and Parent may (i) reduce the Holdback Amount by any amount to which Purchaser or any Purchaser Indemnitee may be entitled under this Article VII or any other provision of this Agreement or of any other Transaction Document or (ii) reduce any amount owed and/or paid or payable to the Company or Owner under any Transaction Document or otherwise by any amount to which Purchaser or any Purchaser Indemnitee may be entitled under this Article VII or any other provision of this Agreement or of any other Transaction Document. The exercise of these rights of setoff by Purchaser and Parent in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under this Agreement. Neither the exercise of nor the failure to exercise such right of setoff will constitute an election of remedies or limit Purchaser or Parent in any manner in the enforcement of any other remedies that may be available to it. Nothing in this Section 7.06 shall act as a waiver of or otherwise limit the Company’s right to object to a claim for indemnification.

 

7.07 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.

 

7.08 Tax Treatment. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

 

7.09 Limitations on Indemnification.

 

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(a) Deductible.

 

(i) Neither Owner nor the Company shall be required to make any indemnification payment pursuant to Section 7.02(a) until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of the Purchaser Indemnitees, or to which any one or more of the Purchaser Indemnitees has or have otherwise directly or indirectly become subject, exceeds $10,000 in the aggregate (the “Deductible Amount”). Once the total amount of such Losses exceeds the Deductible Amount, then the Purchaser Indemnitees shall be entitled to recover from the first dollar of Losses (without regard to the Deductible Amount).

 

(ii) Neither Purchaser nor Parent shall be required to make any indemnification payment pursuant to Section 7.03(a) until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of the Company Indemnitees, or to which any one or more of the Company Indemnitees has or have otherwise directly or indirectly become subject, exceeds the Deductible Amount. Once the total amount of such Losses exceeds the Deductible Amount, then the Company Indemnitees shall be entitled to recover from the first dollar of Losses (without regard to the Deductible Amount).

 

(iii) The limitations set forth in Section 7.09(a)(i) and Section 7.09(a)(ii) shall not apply (and shall not limit the indemnification or other obligations of Owner, the Company, Purchaser or Parent, as the case may be): (A) in the event of intentional misrepresentation or fraud; or (B) to inaccuracies in or breaches of any of the Fundamental Representations or the Tax Representations.

 

(b) Recourse by (i) the Purchaser Indemnitees under Section 7.02(a) and (ii) the Company Indemnitees under Section 7.03(a), shall, in each case, be limited to an aggregate amount equal to $397,500; provided, however, that the limitation set forth in this Section 7.09(b) shall not apply (and shall not limit the indemnification or other obligations of Owner, the Company, Purchaser or Parent, as the case may be): (i) in the event of intentional misrepresentation or fraud; or (ii) to inaccuracies in or breaches of any of the Fundamental Representations or the Tax Representations.

 

Article VIII
MISCELLANEOUS

 

8.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not Closing shall have occurred.

 

8.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications pertaining to this Agreement (“Notices”) shall be in writing and addressed as follows:

 

If to the Company or Owner, to:

 

c/o Stonehage Fleming (Mauritius) Limited

Rue des Fascines, 1st Floor, Les Fascines Building - Block B

Vivéa Business Park, Moka, Mauritius

Attention: Christian V. Bernau

Email: [***]

 

If to Purchaser or Parent, to:

 

c/o Nocopi Technologies, Inc.

480 Shoemaker Road, Suite 104

King of Prussia, Pennsylvania 19406

Attention: Kevin C. Westenburg, President

Email: [***]

 

With a copy to (which will not constitute notice): With a copy to (which will not constitute notice):

Coppaken Law Firm

20105 Metcalf Ave

Bucyrus, KS 66013

Attention: Jeff Coppaken

Email: [***]

Greenberg Traurig, P.A.

333 SE 2nd Ave., Ste 4400

Miami, Florida 33131

Attention: Henry Roque

Email: [***]

 

Notices will be deemed given (i) when personally delivered, (ii) on the first Business Day after being sent, prepaid, by nationally recognized overnight courier/delivery service that issues a receipt or other confirmation of delivery or (iii) on the date sent by email if before 5:00 p.m. Eastern time if sent on a Business Day with no bounceback message received, or otherwise on the next succeeding Business Day. Any Party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.

 

8.03 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

8.04 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.

 

8.05 Entire Agreement. This Agreement (including the Exhibits and Schedules attached hereto), the Disclosures Schedules and the other Transaction Documents constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

 

8.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

 

8.07 No Third-Party Beneficiaries. Except as provided in Article VII, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

8.08 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

8.09 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

 

(a) This Agreement shall be governed by and construed in accordance with the internal Laws of the state of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the state of Delaware.

 

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(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DOES NOT HAVE JURISDICTION, THE DELAWARE SUPERIOR COURT’S COMPLEX COMMERCIAL LITIGATION DIVISION LOCATED IN NEW CASTLE COUNTY, OR IF THE DELAWARE SUPERIOR COURT’S COMPLEX COMMERCIAL LITIGATION DIVISION LOCATED IN NEW CASTLE COUNTY DOES NOT HAVE JURISDICTION, ANY OTHER STATE COURT LOCATED WITHIN THE STATE OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

 

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.09(c).

 

8.10 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

 

8.11 Counterparts. This Agreement and the other Transaction Documents may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Closing Date by their respective officers thereunto duly authorized.

 



 

PURCHASER:

 

POLYMERIC NOCOPI LLC

 

 

 

 

By: _/s/ Kevin Westenburg_______________

Name: Kevin Westenburg

Title: President

 

PARENT:

 

NOCOPI TECHNOLOGIES, INC.

 

 

 

 

By: _/s/ Kevin Westenburg_______________

Name: Kevin Westenburg

Title: President

 

   
 
 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Closing Date by their respective officers thereunto duly authorized.

 



 

THE COMPANY:

 

POLYMERIC U.S., INC.

 

 

 

By: _/s/ Christian V. Bernau_______________

Name: Christian V. Bernau

Title: Director

 

 

OWNER:

 

SAVARA CAPITAL

 

 

 

By: _/s/ Christian V. Bernau_______________

Name: Christian V. Bernau

Title: Director

 

 
 

 EXHIBIT A
Definitions and Cross-References

 

The following terms have the meanings specified or referred to in this Exhibit A. Certain other terms that are defined within the body of the Agreement are identified on the cross-references table at the end of this Exhibit A.

 

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

“Anti-Corruption Laws” means any U.S. or non-U.S. Laws relating to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.

 

“Benefit Plans” means (a) all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership or other equity compensation, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, Contract, or understanding (whether qualified or nonqualified, written or unwritten), and any trust, escrow, or other agreement related thereto, which currently is sponsored, established, maintained, or contributed to or required to be contributed by the Company or for which the Company has any Liability, contingent or otherwise, and (b) all “multiemployer plans,” as that term is defined in Section 4001 of ERISA and all “employee benefit plans” (as defined in Section 3(3) of ERISA) that are subject to Title IV of ERISA or Section 412 of the Code, which the Company or any ERISA Affiliate has maintained or contributed to or been required to contribute to at any time prior to the Closing Date or with respect to which to the Company or any ERISA Affiliate has any Liability, contingent or otherwise.

 

“Books and Records” means all originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data, sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and intellectual property files relating to any intellectual property rights.

 

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

 

“CARES Act” means, the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136) and applicable rules, regulations, and guidance thereunder, in each case as amended from time to time.

 

“Cash” means cash and cash equivalents, excluding deposits in transit and outstanding checks or other pending payments.

“Code” means the Internal Revenue Code of 1986, as amended.

 

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, purchase orders, commitments and legally binding arrangements, whether written or oral.

 

“COVID-19” means the SARS-CoV-2 virus or COVID-19 disease, any evolutions, variations, mutations, or resurgences thereof, and any related or associated epidemics, pandemics, or disease outbreaks.

 

 
 

“Current Assets” means all current assets to the extent any such item is considered to be a “current asset” in accordance with the Company’s historical practices and such current asset is included in the Working Capital Methodology (and, for the avoidance of doubt, solely to the extent it is a Purchased Asset), excluding Cash and all current and deferred Tax assets.

 

“Current Liabilities” means all current Liabilities to the extent any such item is considered to be a “current liability” in accordance with the Company’s historical practices and such current Liability is included in the Working Capital Methodology (and, for the avoidance of doubt, solely to the extent it is an Assumed Liability), excluding Indebtedness, PTO and all current and deferred Tax Liabilities.

 

“Disclosure Schedules” means the Disclosure Schedules attached hereto.

 

“Encumbered Holdback Amount” means, as of the applicable date, the aggregate amount of the Holdback Amount that is subject to claims for indemnification made by any Purchaser Indemnitee in accordance with the provisions of Article VII, which amount shall be retained by Purchaser pending final, non-Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.

 

“Environmental Permit” means any Permit required by Environmental Laws for the operation of the Company or the Business.

 

“Excluded Taxes” means any Liabilities for (i) Taxes relating to the Business, the Purchased Assets, or the Assumed Liabilities for any Pre-Closing Tax Period, (ii) any Taxes of the Company for any taxable period, (iii) any Liability for unpaid Taxes of the Company as a transferee, successor, by contract or otherwise under applicable Law or by reason of the Company having been a member of a consolidated, combined, unitary or affiliated group or having any obligation under any tax sharing, tax indemnity or other similar agreement; (iv) Taxes relating to the Excluded Assets or the Excluded Liabilities for any taxable period; (v) Transfer Taxes; and (vi) any Taxes of the Company imposed upon Purchaser in its capacity as a successor or transferee of the Company with respect to the transactions contemplated by this Agreement.

 

“Families First Act” means, the Families First Coronavirus Response Act (Pub. L. 116-127) and applicable rules, regulations, and guidance thereunder, in each case as amended from time to time.

 

“Fundamental Representations” means the representations and warranties set forth in Sections 4.01 (Organization of the Company and Owner), 4.02 (Authorization of Transaction), 4.03 (Ownership of the Company), 4.04 (No Conflicts; Consents), 4.23 (Brokers), 4.24 (Related Party Transactions), 5.01 (Organization), 5.02 (Authority), 5.03 (No Conflicts; Consents) and 5.04 (Brokers).

 

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

 

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

 

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

 

 
 

“Indebtedness” of any Person means, the indebtedness of such Person for money borrowed, including: (a) all seller notes, deferred purchase price obligations (including, for the avoidance of doubt, with respect to the InkTech Acquisition), or earn-out obligations; (b) all obligations of such Person under leases required to be capitalized; (c) all employee obligations, deferred compensation, long-term incentive compensation, retention bonus, phantom stock obligations or any similar types of payments (other than base salaries payable), including, without limitation, all earned but unpaid compensation, accrued or unpaid bonuses, commissions, the value of accrued and earned but unaccrued paid-time-off, severance, pension and other retirement obligations and/or any paid-time-off payments (inclusive of the Company’s portion of taxes and any other payroll expense related thereto) required to be made in connection with the transactions contemplated by this Agreement; (d) all guarantees of the indebtedness of others; (e) all accounts receivable credits (i.e., accounts receivable having a negative balance, for example a customer credit as a result of a service or Cash back owed by the Company to a customer); (f) all credit card payables and net credit balances; (g) all obligations under or in connection with shareholder or interest holder loans or any other form of loan or financial facilities; (h) all accounts payable aged over 90 days; and (i) any obligations or liabilities secured by assets of such Person; provided, however, that the term “Indebtedness” does not include the PPP Loans.

 

“InkTech Acquisition” means the transactions consummated pursuant to that certain Asset Purchase Agreement, dated as of November 1, 2024, by and between the Company, InkTech International Corporation, a Canadian corporation, and other parties thereto.

 

“knowledge” or any other similar knowledge qualification means, in respect of the Company or Owner, the actual knowledge of Christian V. Bernau, Deverakonda Sarma and Kjetil Holta after reasonable inquiry.

 

“Law” or “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

 

“Lender” means Busey Bank (formerly known as CrossFirst Bank).

 

“Lien” means any lien (statutory or other), charge, claim, community property interest, pledge, condition, equitable interest, option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction or encumbrance of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Loan Payoff Amounts” means the amounts set forth in a Loan Payoff Letter.

 

“Loan Payoff Letter” means a payoff letter in connection with the repayment of the Indebtedness of the Company, Owner, or a Related Party required to be paid off at Closing, in form satisfactory to Purchaser.

 

“Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.

 

“made available” or “provided” with respect to any information or document to be provided by the Company or Owner will be satisfied only if a true and complete copy of that information or document (including all amendments, waivers, exhibits, and schedules thereto) is available for Purchaser to download from the “Polymeric Data Room” folder in the Dropbox online data site maintained on behalf of the Company by the close of business on the third Business Day immediately preceding the Closing Date.

 

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

 

 
 

“PPP Loans” means, (i) the $525,400 loan from Lender, dated as of April 16, 2020 (SBA Loan No. 3004577209), and (ii) the $525,400 loan from Lender, dated as of March 1, 2021 (SBA Loan No. 5637458508), in each case issued and subsequently forgiven in full pursuant to the Paycheck Protection Program established by the CARES Act.

 

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning on or before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

 

“Public Official” means (i) any officer, employee or representative of any Governmental Authority; (ii) any officer, employee or representative of any commercial enterprise that is owned or controlled by a Governmental Authority; (iii) any officer, employee or representative of any public international organization, such as the International Monetary Fund, the United Nations or the World Bank; (iv) any Person acting in an official capacity for any Governmental Authority, enterprise, or organization identified above; and (v) any political party, party official or candidate for political office.

 

“Related Parties” means any Affiliates of the Company or Owner, or family members or any current or former officer, director, or equity holder of the Company, or any of their Affiliates or family members.

 

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching, or migration.

 

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

 

“Restricted Business” means any of the business activities or lines of business in which the Company shall have been engaged at any time during the 24-month period prior to the Closing, including the Business.

 

“Restricted Period” means a period commencing on the Closing Date and ending on the third anniversary of the Closing Date.

 

“Sanctioned Country” any country or region that is the subject or target of a comprehensive embargo under Trade Control Laws (including Belarus, Burma (Myanmar), Central African Republic, Cuba, Democratic Republic of Congo, Iran, Iraq, Ivory Coast, Lebanon, Liberia, Libya, North Korea, Russia, Somalia, Sudan, South Sudan, Syria, Ukraine, Yemen and Zimbabwe).

 

“Sanctioned Person” means any individual or entity that is the subject or target of sanctions or restrictions under applicable Trade Control Laws, including: (a) any individual or entity listed on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including the List of Specially Designated Nationals and Blocked Persons administered by the Office of Foreign Assets Control; (b) any entity that is, in the aggregate, 50% or greater owned or otherwise controlled by, directly or indirectly, one or more individuals or entities described in clause (a); or (c) a national of any Sanctioned Country.

 

“Sanctions Laws” means all U.S. and non-U.S. laws and regulations relating to economic or trade sanctions, including but not limited to the Laws administered or enforced by the United States (including by OFAC or the U.S. Department of State) or the United Nations Security Council.

 

“SBA” means the U.S. Small Business Administration.

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

 

 

 
 

“Tax Representations” means (a) the representations and warranties set forth in Section 4.20 (Taxes) and (b) the representations and warranties relating to Tax matters in Section 4.18 (Employee Benefit Matters).

 

“Taxes” means (a) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, escheat, abandoned or unclaimed property, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties; (b) any Liability for amounts described in clause (a) of this definition as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or similar group (including as a result of being a member of an affiliated group within the meaning of Section 1504(a) of the Code or any similar provision of state, local, or foreign Tax Law), whether disputed or not; and (c) any Liability for the payment of any amounts described in clause (a) or (b) above payable by reason of Contract (including, any tax sharing, tax indemnity, tax receivable or tax allocation agreement or any other express or implied agreement to indemnify or be responsible for the Taxes of any other Person), transferee or successor liability, operation of Law or otherwise, or by reason of any obligation to withhold or collect in respect of any of the items described in clause (a) or (b) above, whether disputed or not.

 

“Taxing Authority” means any Governmental Authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

 

“Transaction Documents” means this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment, the Transition Support Agreement, the Lease Assignment, the Disclosure Schedules and the other agreements, certificates instruments and documents required to be delivered at the Closing.

 

“Transaction Expenses” means all (A) fees and expenses of the Company or Owner incurred by, or on behalf of, or payable by the Company or Owner or any of their respective Affiliates as of the Closing Date and not paid prior to the Closing, payable to any brokers investment bankers, attorneys, accountants and other consultants and advisors retained by the Company or Owner or their respective Affiliates in connection with the sale of the Business, and (B) all transaction bonuses, stay bonuses, retention payments, change in control payments, severance payments and other similar payments payable in connection with the sale of the Business to any current or former employee, independent contractor or officer of the Company and the employer portion of all payroll Taxes payable in respect thereof.

 

“U.S. Export Controls Laws” means all U.S. Laws relating to the export, re-export, transfer of information, data, goods, and technology, including but not limited to the Export Administration Act of 1979, as amended, the Export Administration Regulations, and the International Traffic in Arms Regulations administered by the U.S. Department of State.



Defined Term Section
Actions Section 4.15(a)
Agreement Preamble
Allocation Schedule Section 2.08
Assigned Contracts Section 2.01(a)
Assignment and Assumption Agreement Section 3.02(a)(iii)
Assumed Liabilities Section 2.03
Bill of Sale Section 3.02(a)(ii)
Business Recitals
Business Confidential Information Section 6.12(a)
CBP Section 4.27
Closing Section 3.01
Closing Cash Payment Section 2.05(b)
Closing Date Preamble
Closing Statement Section 3.02(a)(v)
Closing Working Capital Section 2.06(b)(iii)

 

 
 

 

Closing Working Capital Adjustment Section 2.06(b)(vi)
Closing Working Capital Statement Section 2.06(b)(iii)
Collar Amount Section 2.06(b)(vii)
Company Preamble
Company Indemnitees Section 7.03
Company Intellectual Property Section 2.01(d)
Deductible Amount Section 7.09(a)
Effective Time Section 3.01
Employment Agreement Section 3.02(a)(xii)
Equity Consideration Amount Section 2.05(c)
Estimated Closing Adjustment Amount Section 2.06(b)(i)
Estimated Working Capital Section 2.06(b)(i)
Estimated Working Capital Statement Section 2.06(b)(i)
Excluded Assets Section 2.02
Excluded Contracts Section 2.02
Excluded Liabilities Section 2.04
Financial Statements Section 4.05(a)
First Release Amount Section 2.07(b)
GAAP Section 4.05(a)
General Survival Date Section 7.01(a)
Historical Financial Statements Section 4.05(a)
Holdback Amount Section 2.05(b)
Indemnified Party Section 7.04
Indemnifying Party Section 7.04
Independent Accounting Firm Section 2.06(b)(v)
Interim Balance Sheet Section 4.05(a)
Inventory Section 2.01(b)
Lease Assignment Section 3.02(a)(xiii)
Lease Section 4.10(a)
Leased Real Property Section 4.10(a)
Liabilities Section 4.06
Material Customers Section 4.13(b)
Material Vendors Section 4.13(b)
Notices Section 8.02
Owner Preamble
Parent Preamble
Permits Section 4.16
Prorations Section 4.10(b)
PTO Liabilities Section 2.04
Purchase Price Section 2.05(a)
Purchased Assets Section 2.01
Purchaser Preamble
Purchaser Indemnitees Section 7.02
Second Release Amount Section 2.072.07(c)
Shares Section 2.05(c)
Tangible Personal Property Section 2.01(c)
Trade Control Laws Section 4.25
Trade Name Recitals
Transfer Taxes Section 6.03
Transition Support Agreement Section 3.02(a)(xi)
WARN Act Section 4.19(b)
Working Capital Section 2.06(a)
Working Capital Adjustment Section 2.06
Working Capital Adjustment Setoff Amount Section 2.07(b)
Working Capital Methodology Section 2.06(a)
Working Capital Target Section 2.06(a)

 

 

 
 

EXHIBIT B

Working Capital Methodology

 

 

 

 

 
 

EXHIBIT C

Allocation Schedule

 

 

 

 

 
 

Schedule 2.01(c)

TANGIBLE PERSONAL PROPERTY

 

 

 

 
 

 

Schedule 2.01(D)

COMPANY INTELLECTUAL PROPERTY

 

 

 

 

 
 

 

Schedule 2.02

EXCLUDED ASSETS

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1 

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 18, 2026 (the “Effective Date”), by and between Nocopi Technologies, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company and the Purchasers desire to enter into this Agreement, pursuant to which the Company agrees to sell, and the Purchasers agree to purchase, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereto agree as follows:

1. STOCK PURCHASE REQUIREMENT. Upon the closing of the transactions described herein (the “Closing”), the Purchaser shall purchase, subject to the terms and conditions set forth in this Agreement, in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, and/or Rule 506 promulgated thereunder, the number of shares of Common Stock set forth on such Purchaser’s signature page (the “Shares”), for a purchase price of $1.50 per share (the “Purchase Price”).

2. AGREEMENT TO SELL AND PURCHASE.

2.1 Closing. At the Closing, each Purchaser agrees to purchase, severally and not jointly, and the Company agrees to offer, issue and sell to the Purchasers, subject to the terms and conditions set forth in this Agreement, the Shares in exchange for the Purchase Price. At the Closing, each Purchaser shall deliver to the Company the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in writing. For purposes of this Agreement, “Business Day” means any day, except Saturday or Sunday, on which banks are not required or authorized to close in New York, New York.

2.2 Closing Date. The Closing shall take place on the date hereof or on a future date as the Company and each Purchaser may mutually agree, which shall be no later than [__] (the “Closing Date”), electronically at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Miami, FL 33131. Promptly following the Closing, subject to the terms and conditions set forth in this Agreement and in consideration of the payment by each Purchaser of the Purchase Price at such Closing, the Company (or its transfer agent) will deliver the Shares to such Purchaser.

2.3 Deliveries at Closing by Company. At the Closing, and upon satisfaction or waiver of the conditions set forth in Section 6, the Company shall deliver to Purchasers the instruments, consents, certificates and other documents required of the Company pursuant to Section 6.1.

 

2.4 Actions at Closing. At the Closing, (to take place following the satisfaction or waiver of the conditions set forth in Section 6), the Company shall instruct its transfer agent to deliver, on an expedited basis, to each Purchaser a certificate evidencing the Shares, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of the Shares hereunder as held in DRS book-entry form by the company’s transfer agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser.

3. [RESERVED].

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

On the date hereof, the Company hereby represents and warrants to each Purchaser that the representations and warranties in this Section 4 are true and correct as of the date hereof:

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4.1 Organization; Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland and has corporate power and authority to enter into and perform its obligations under this Agreement.

4.2 Authorization and Description of Securities. The Shares have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and nonassessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company that have not been duly and validly waived in writing as of the date of this Agreement. No holder of Shares will be subject to personal liability by reason of being such a holder.

4.3 Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, and the performance of all obligations of the Company hereunder has been taken. This Agreement, when executed and delivered, will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

4.4 Valid Issuance of Shares. The Shares that are being purchased by the Purchasers hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be transferred to the Purchasers free of liens, encumbrances and restrictions on transfer other than (a) restrictions on transfer under applicable state and federal securities laws, and (b) any liens, encumbrances or restrictions on transfer that are created or imposed by a Purchaser. Subject in part to the truth and accuracy of the Purchasers’ representations set forth in Section 5 of this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of applicable state and federal securities laws.

4.5 Non-Contravention. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation or default (a) of any provision of its certificate of incorporation or bylaws, or (b) in any material respect of any provision of (i) any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, or (ii) any federal or state statute, rule or regulation applicable to the Company. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the execution and delivery of this Agreement or the consummation of the sale and issuance of Shares contemplated by this Agreement, except for the filing of notices of the sale of Shares pursuant to Regulation D promulgated under the Securities Act, if applicable, and applicable state securities laws. The Company is not in violation or default (a) of any provision of its certificate of incorporation or bylaws, or (b) in any material respect of any provision of (i) any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, or (ii) any federal or state statute, rule or regulation applicable to the Company.

4.6 Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Purchasers set forth in Section 5 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers under this Agreement.

4.7 SEC Documents. The Company has made available to the Purchasers (including via the U.S. Securities and Exchange Commission’s (the “SEC’s”) EDGAR system) a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Company with the SEC prior to the date of this Agreement (the “SEC Documents”). None of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents.

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4.8 Penny Stock Rules. The Common Stock is exempt from being considered a “penny stock” because the Company’s net tangible assets exceed $2 million and it has been in continuous operations for at least three years.

4.8 Capitalization. The authorized capital shares of the Company consist of (i) 75,000,000 shares of Common Stock and (ii) 3,000,000 shares of preferred stock, par value par value $1.00 per share (“Preferred Stock”). Of such authorized capital shares, (i) 11,081,509 shares of Common Stock are issued and outstanding and (ii) no Preferred Stock is issued and outstanding. All issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights. There are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests.

 

5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

On the date hereof, each Purchaser hereby represents and warrants to the Company that the representations and warranties in this Section 5 are true and correct as of the date hereof:

5.1 Requisite Power and Authority. All action on the part of such Purchaser, its officers, directors, managers, partners and equityholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of such party hereunder occurring at or prior to the Closing has been taken or will be taken prior to the Closing. This Agreement constitutes a valid and legally binding obligation of such party, enforceable against such party in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

5.2 Investment Representations. Such Purchaser understands that the Shares have not been registered under the Securities Act. Such Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser’s representations contained in this Agreement. Such Purchaser hereby represents and warrants, solely as to such Purchaser, as follows:

(a) Purchaser Bears Economic Risk. Such Purchaser is an investor in securities of companies that are thinly traded on the OTC Markets and qualify as a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K, that chooses to prepare the disclosure in the SEC Documents relying on scaled disclosure requirements for smaller reporting companies in Regulation S-K and in Article 8 of Regulation S-X, and such Purchaser acknowledges that it is able to fend for itself, can bear the economic risk of the transactions contemplated by this Agreement and any investment in the Shares, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement, including any investment in the Shares. Such Purchaser acknowledges that this Agreement and any acquisition of Shares involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to undertake the transactions contemplated by this Agreement and hold any Shares for an indefinite period of time and to suffer a complete loss of its investment.

(b) Acquisition for Own Account. Such Purchaser is acquiring the Shares for investment for such Purchaser’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same and such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the foregoing.

(c) Purchaser Can Protect Its Interest. Such Purchaser represents that by reason of its, or of its management’s, business or financial experience, such Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement. Further, such Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in this Agreement.

 

(d) Accredited Investor. Such Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.

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(e) Company Information. Such Purchaser has received and read the SEC Documents, including the Company’s financial statements, and has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Such Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment. The foregoing does not modify the representations and warranties of the Company set forth in Section 4 of this Agreement or the right of such Purchaser to rely thereon.

(f) Rule 144. Such Purchaser acknowledges and agrees that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Such Purchaser has been advised or is aware of the provisions of Rule 144, which permits limited resale of securities subscribed for in a private placement subject to the satisfaction of certain conditions, including, among other things, as applicable: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of securities being sold during any three-month period not exceeding specified limitations.

(g) Residence. If such Purchaser is an individual, then such Purchaser resides in the state or province identified in the address of such Purchaser set forth on the signature pages hereto; if such Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of such Purchaser in which its principal place of business is identified in the address or addresses of such Purchaser set forth on the signature pages hereto.

5.3 Transfer Restrictions. Each Purchaser acknowledges and agrees that:

(a) the Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement, to the Company or to an affiliate (as such terms are used in and construed under Rule 405 under the Securities Act) of such Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement shall have the rights and obligations of such Purchaser under this Agreement.

(b) so long as is required by this Section 5.3, a legend shall be imprinted on any of the Shares in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(c) Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 5.3(b) hereof), (a) while a registration statement covering the resale of such security is effective under the Securities Act, (b) following any sale of such Shares pursuant to Rule 144, (c) if such Shares are eligible for sale under Rule 144 without the need to comply with the current information requirement contained in Rule 144(c), or (d) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to its transfer agent or such Purchaser if required by the transfer agent to effect the removal of the legend hereunder, or if requested by such Purchaser, respectively.

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6. CONDITIONS TO CLOSING.

6.1 Conditions to Purchasers’ Obligations at the Closing. Each Purchaser’s obligations to subscribe for the Shares at the Closing are subject to the satisfaction (or waiver by such Purchaser), at or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all respects as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing Date.

(b) Legal Investment. On the Closing Date, the sale and issuance of the Shares shall be legally permitted by all laws and regulations to which such Purchaser and the Company are subject.

(c) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement, except for any such consents, permits and waivers as may be properly obtained subsequent to the Closing.

(d) [RESERVED]

(e) Financials. The Company shall not have incurred any material debt obligations (or entered into any agreement in connection therewith) since March 31, 2025.

 

6.2 Conditions to Obligations of the Company. The Company’s obligation to issue and sell to the Purchasers the Shares at the Closing is subject to the satisfaction (or waiver by the Company), on or prior to the Closing Date, of the following conditions:

(a) Representations and Warranties True. The representations and warranties in Section 5 made by the Purchasers shall be true and correct in all respects as of the Closing Date.

(b) Performance of Obligations. Such Purchaser shall have performed and complied with all agreements and conditions herein required to be performed or complied with by such Purchaser on or before the Closing Date.

(c) Consents, Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement.

7. COVENANTS. From and after the Closing Date:

7.1 [RESERVED]

7.2 Reports Under Exchange Act. With a view to making available to the Purchasers the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available at all times adequate current public information, as those terms are understood and defined in SEC Rule 144;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to each Purchaser, so long as such Purchaser owns any Registrable Securities forth with upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies) and (ii) such other information as may be reasonably requested in availing the Purchaser of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act).

7.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any trading market on which the Common Stock is listed such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

 

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7.4 Securities Laws Disclosure; Publicity. The Company shall, on or before the time required under the Exchange Act or other applicable law, file a Current Report on Form 8-K, including copies of this Agreement as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such public disclosure, the Company represents to each Purchaser that it shall have publicly disclosed all material, non-public information delivered to such Purchaser by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its officers, directors, agents, employees or affiliates on the one hand, and such Purchaser or any of its affiliates on the other hand, shall terminate. The Company and the Purchasers shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchasers shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchasers, or without the prior consent of such Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

8. MISCELLANEOUS.

8.1 Costs and Expenses. The Company agrees to pay (or reimburse the Purchasers, as applicable) all reasonable and documented costs and expenses in connection with preparation, negotiation and execution of this Agreement.

 

8.2 Governing Law. This Agreement and any questions related thereto shall be subject to the laws of New York excluding its conflict of law rules that would apply the application of the laws of any other jurisdiction, unless otherwise stated herein with respect to U.S. securities laws.

8.3 Jurisdiction. The ordinary courts at the place of the registered offices of the Company shall have exclusive jurisdiction with regard to any dispute arising between the parties hereto out or in connection with this Agreement (including a dispute regarding the construction and validity thereof).

8.4 Survival. The representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

8.5 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither the Company nor the Purchasers shall have the right to assign this Agreement without the prior written consent of the other party; provided, however, that a Purchaser may assign its rights and obligations under this Agreement to any other member of the corporate group of which it is a member.

8.6 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.

8.7 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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8.8 Amendment and Waiver. This Agreement may be amended or modified, and the rights and the obligations of the Company and the rights and obligations of the Purchasers may be waived, only upon the written consent of the Company and such Purchaser.

8.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or waiver of or acquiescence in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies afforded to a party under this Agreement shall be cumulative and not alternative.

 

8.10 Notices. All notices which are required or permitted hereunder will be in writing and sufficient if delivered personally, sent by electronic mail or facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

     
To the Company:  

Nocopi Technologies, Inc.

480 Shoemaker Road, Suite 104

King of Prussia, PA 19406

Attention: Matthew Winger, Chief Executive Officer

To the Purchaser:   To the address(es) set forth on the signature pages hereto.

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice will be deemed to have been given: (a) when delivered if personally delivered on a Business Day (or if delivered or sent on a non-Business Day, then on the next Business Day); (b) on the Business Day of receipt if sent by overnight courier or facsimile; or (c) on the Business Day of receipt if sent by mail.

8.11 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

8.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any or all parties may execute this Agreement by facsimile signature or scanned signature in PDF format and any such facsimile signature or scanned signature, if identified, legible and complete, shall be deemed an original signature and each of the parties is hereby authorized to rely thereon.

8.13 Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 8.13 being untrue.

8.14 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

 

8.15 No Commitment for Additional Financing. The Company acknowledges and agrees that each Purchaser has not made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set

 

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forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by such Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by such Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Such Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other future financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

8.16 No Waiver. The failure of any party to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way to affect the validity of this Agreement. The waiver of any breach of this Agreement by any party hereto shall not be construed as a waiver of any other prior or subsequent breach.

8.17 Termination. The parties hereto may terminate this Agreement by mutual written agreement.

 

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

     

 

COMPANY:

    

 

Nocopi Technologies, Inc.

    
   
Signature: ___________________    
Print Name: Matthew Winger    
Title: Chief Executive Officer    
     

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

PURCHASER:

 

Name of Purchaser: ___________________________________________________________________

Signature of Authorized Signatory of Purchaser: ____________________________________________

Name of Authorized Signatory: __________________________________________________________

Title of Authorized Signatory: ___________________________________________________________

Email Address of Authorized Signatory: ___________________________________________________

Address for Notice to Purchaser: ________________________________________________________

 

 

 

Address for Delivery of Securities to Purchaser (if not same as address for notice):

 

 

 

Subscription Amount: $_________________

 

Shares: __________________

 

EIN Number: _____________

 

 

 

 
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Exhibit 10.2

 

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of May 18, 2026, by and among Nocopi Technologies, Inc., a Maryland corporation (the “Company”), and each of the several purchases signatory hereto (each such a purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of May 18, 2026, between the Company and each Purchaser (the “Purchase Agreement”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(d).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act of 1933, as amended.

“Agreement” has the meaning set forth in the Preamble.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing” has the meaning set forth in the Purchase Agreement.

“Closing Date” has the meaning set forth in the Purchase Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” has the meaning set forth in the Purchase Agreement.

“Company” has the meaning set forth in the Preamble.

“Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.

“Effectiveness Period” has the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Filing Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the first anniversary of the Closing Date, provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission is open for business.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

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“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

“Losses” has the meaning set forth in Section 5(a).

“New Registration Statement” has the meaning set forth in Section 2(a).

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Principal Market” means the Trading Market on which the Common Stock are primarily listed on and quoted for trading, which, as of the Closing Date, shall be the OTC Pink Market.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Purchase Agreement” has the meaning set forth in the Recitals.

“Purchasers” has the meaning set forth in the Preamble.

“Registrable Securities” means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that the Holder has completed and delivered to the Company a Selling Shareholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder’s Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Holder shall cease to be a Registrable Security); or (B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter of counsel for the Company to such effect, addressed, delivered and reasonably acceptable to the Company’s transfer agent.

“Registration Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

“Remainder Registration Statement” has the meaning set forth in Section 2(a).

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“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff; provided, that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Shareholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time.

“Shares” means the shares of Common Stock purchased by each Purchaser and issued by the Company pursuant to the Purchase Agreement.

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Markets (OTCQX, OTCQB, Pink Markets), the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

2. Registration.

(a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Securities Act Rules Compliance

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and Disclosure Interpretations Question 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

(b) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable, and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders; (ii) the date that all Registrable Securities covered by such Registration Statement may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent or (iii) the expiration of twelve (12) months from the Closing Date (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 4:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) and shall provide the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall promptly inform each Holder in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holder is required to deliver a Prospectus in connection with any disposition of Registrable Securities.

(c) Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire not more than five (5) Trading Days following the date of this Agreement. At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any reasonable requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Shareholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

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(d) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

3. Registration Procedures

In connection with the Company's registration obligations hereunder, the Company shall:

(a) Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to each Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned documents within such five (5) Trading Day or one (1) Trading Day period, as the case may be, then the Holder shall be deemed to have consented to and approved the use of such documents) and (ii) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided that, the Company is notified of such objection in writing within the five (5) Trading Day or one (1) Trading Day period described above, as applicable.

(b) (i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that the each Purchaser shall be responsible for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Shares (including in accordance with Rule 172 under the Securities Act), and such Purchaser agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed.

(c) Notify the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day: (i)(A) when a Prospectus or any

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Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included or incorporated by reference in a Registration Statement ineligible for inclusion or incorporation by reference therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company reasonably believes may be material and that, in the reasonable determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; and provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.

(d) Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.

(e) If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(f) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(g) Cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book entry statements, as applicable, representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates or statements shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, including providing an opinion of Company counsel if required by the Company’s transfer agent, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably request.

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(h) Following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable (taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Registration Statement and Prospectus. For the avoidance of doubt, any period of time for which the availability of a Registration Statement and Prospectus are suspended pursuant to Section 2(c) shall be disregarded when determining the time period allotted under this Section 3(h).

(i) The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the Commission, FINRA or any state securities commission.

(j) The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required for the first such filing within two (2) Business Days of the request therefor.

4. Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock are then listed for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with Section 3(j) above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Purchase Agreement, any legal fees or other costs of the Holders.

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5. Indemnification.

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(d) below, to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out of such Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

(d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.

6. Miscellaneous.

(a) Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except pursuant to any registration rights previously granted by the Company and outstanding as of the date hereof (the “Existing Reg Rights Agreements”) or to the extent otherwise specified in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities and the Company shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders.

(c) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

(d) Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(e) No Inconsistent Agreements. Except as set forth in the Existing Reg Rights Agreements, neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(f) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

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(g) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

(h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement; provided in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.

(i) Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature were the original thereof.

(j) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

(k) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(l) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m) Headings. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NOCOPI TECHNOLOGIES, INC.

 

 

 

By:__________________________

Name: Matthew Winger
Title: Chief Executive Officer

 

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

 

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

 

 

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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. 

 


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