Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On August 1, 2022, Nocopi Technologies, Inc. (the "Company") entered into a
Stock Purchase Agreement (the "Purchase Agreement"), among the Company and the
purchasers described on Schedule A to the Purchase Agreement (each a "Purchaser"
and collectively the "Purchasers"). The Purchase Agreement provides for the
issuance to the Purchasers of 2,500,000 shares of the Company's common stock,
par value $0.01 per share at a purchase price of $1.40 per share, as adjusted
for the Company's contemplated one-for-ten (1:10) reverse stock split of the
Company's common stock, par value $0.01 per share (the "Reverse Stock Split").
For additional information related to the Reverse Stock Split, see Item 5.03 of
this Current Report on Form 8-K.
The closing of the Purchase Agreement is expected to occur as soon as possible
following the consummation of the Reverse Stock Split. If the Closing has not
occurred by September 15, 2022, any Purchaser may, at its sole discretion,
terminate the Purchase Agreement by providing written notice to the Company. If
the closing occurs, the Company will receive proceeds of $3,500,000. The closing
is subject to the occurrence of the Reverse Stock Split and the Company's
satisfaction of certain additional conditions. There is no guarantee that the
closing of the Purchase Agreement will occur.
MSL 18 HOLDINGS LLC is a Purchaser under the Purchase Agreement. On March 29,
2022, the Company entered into a Nomination and Standstill Agreement with MSL 18
HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger (collectively, the
"MSL18 Group"), pursuant to which the MSL18 Group agreed to certain standstill
provisions and the Company agreed to appoint and nominate (i) Mr. Matthew C.
Winger and (ii) on or before September 30, 2022, an additional qualified person
to be named by the MSL18 Group, to the Company's Board of Directors. The
Nomination and Standstill Agreement was amended on May 23, 2022 to increase the
number of shares of common stock which the MSL Group can hold to 35% from 25%.
Based upon a Schedule 13D/A filed on June 7, 2022, without giving effect to the
Reverse Stock Split, MSL 18 HOLDINGS LLC beneficially owns 18,288,020 shares of
the Company's common stock, representing 27.10% of outstanding shares, and
Matthew C. Winger, a Company director, beneficially owns 620,000 shares of the
Company's common stock, representing 0.92% of outstanding shares. Michael S.
Liebowitz, has sole voting and dispositive control of MSL 18 HOLDINGS LLC.
Registration Rights Agreement
In connection with the Purchase Agreement, on August 1, 2022, the Company
entered into a Registration Rights Agreement with the Purchasers (the
"Registration Rights Agreement"). The Registration Rights Agreement provides
that on or prior to the August 1, 2023, the Company must file a registration
statement to register the shares of common stock purchased pursuant to the
Purchase Agreement.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K, and is incorporated herein by reference. A copy of the Registration
Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K, and
is incorporated herein by reference. The foregoing descriptions of the Purchase
Agreement and the Registration Rights Agreement do not purport to be complete
and are qualified in their entirety by reference to the applicable exhibit.
Any shares of the Company's common stock that may be issued pursuant to the
Purchase Agreement will be issued in reliance on the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by
Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer
not involving any public offering.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 2, 2022 the Company filed Articles of Amendment to its Articles of
Incorporation with the Secretary of State of the State of Maryland to effect
one-for-ten (1:10) reverse stock split of the Company's common stock, par value
$0.01 per share (the "Reverse Stock Split"). The Articles of Amendment will
become effective as of 12:01 a.m. Eastern Standard Time on August 26, 2022 (the
"Effective Time"). At the Effective Time, every ten shares of common stock of
the Company that were issued and outstanding immediately prior to the Effective
Time shall be changed into one issued and outstanding share of common stock of
the Company. The Company's common stock will trade with the new CUSIP number of
655213106 after the Effective Time. The foregoing actions have been approved by
the Company's Board of Directors pursuant to the Maryland General Corporation
Law and no stockholder approval is required.
The Reverse Stock Split will not affect any stockholder's ownership percentage
of the Company's shares, except to the limited extent that the Reverse Stock
Split would result in any stockholder owning a fractional share. No fractional
shares will be issued in connection with the Reverse Stock Split. Each
stockholder who would otherwise be entitled to receive a fraction of a share of
the Company's common stock will instead receive one whole share of common stock.
There will be no change to the number of authorized shares or the par value per
share.
The Company's transfer agent, American Stock Transfer & Trust Company, LLC, is
acting as exchange agent for the Reverse Stock Split and, as necessary, will
send instructions to stockholders of record regarding the exchange of
certificates for common stock.
A copy of the Articles of Amendment is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item. 8.01. Other Events.
On August 5, 2022, the Company issued a press release announcing that it has
entered into the Purchase Agreement and the Registration Rights Agreement, and
that it has filed the Articles of Amendment to its Articles of Incorporation to
effect the Reverse Stock Split. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
3.1 Articles of Amendment - Filed August 2, 2022
4.1 Registration Rights Agreement - Dated August 1, 2022
10.1 Stock Purchase Agreement - Dated August 1, 2022
99.1 Press Release - Dated August 5, 2022
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