UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2024
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2024, Joseph K. Raymond notified the Board of Directors (the “Board”) of Nocopi Technologies, Inc. (the “Company”) of his decision to resign from the Company’s Board, and all committees thereof, effective as of January 22, 2024. Mr. Raymond’s decision to resign was not due to any disagreement with the Company on any matter, or relating to its operations, policies, or practices.
The Board also designated (i) Michael S. Liebowitz to join and serve as chair of the Board’s Audit Committee and (ii) Jacqueline J. Goldman and Matthew C. Winger to join the Board’s Audit Committee .
Item. 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description of Exhibit |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NOCOPI TECHNOLOGIES, INC. |
| | | |
| Dated: January 23, 2024 | By: | /s/ Michael Liebowitz |
| | | Michael Liebowitz |
| | | Chief Executive Officer |
