Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, on August 1, 2022, Nocopi Technologies, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with two investors for the sale of 2.5 million shares of the Company's post-reverse-split common stock for gross proceeds of $3.5 million. On September 13, 2022, the sale pursuant to the Purchase Agreement closed. No placement fees or commissions were paid in connection with this transaction.

The shares of common stock issued pursuant to the Purchase Agreement were 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. 8.01. Other Events.

On September 14, 2022, the Company issued a press release announcing that it closed on the sale pursuant to the Purchase Agreement. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description of Exhibit
4.1*            Registration Rights Agreement - Dated August 1, 2022
10.1*           Stock Purchase Agreement - Dated August 1, 2022
99.1            Press Release - Dated September 14, 2022
104           Cover Page Interactive Data File (the cover page XBRL tags are embedded
              within the inline XBRL document)

*Incorporated by reference to the Company's Form 8-K filed on August 5, 2022

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