Nocopi Technologies (NNUP) Registration filing summary

Company overview and business model

• Develops specialty reactive inks for entertainment and toy products, document authentication, anti-counterfeiting, anti-diversion and retail loss prevention; revenue comes from licensing, royalties, technical services and product sales.

• May 2026 acquisition of Polymeric added screen and digital ink manufacturing and sales; consideration totaled $2.65M, including $1.75M cash paid at closing, a $150K holdback, assumed liabilities and 500,000 shares.

• Plans over the next 12 months to grow existing customer relationships, develop new customers and applications, expand entertainment/toy licensees and pursue complementary acquisitions; management believes cash can fund planned operations over that period.

Financial performance and metrics

• FY2025 revenue was $1.494M, down 29% from $2.118M in FY2024; net loss narrowed to $154.9K from $2.679M, while operating cash flow was $713.9K.

• H1 2026 revenue was $1.351M vs. $839K H1 2025; net loss widened to $534.2K from $33.1K, and gross profit was $548K, or 41% of revenue, vs. $465K, or 55%.

• Cash was $10.687M at June 30, 2026 vs. $11.554M at Dec. 31, 2025; H1 operating cash flow was $297K, investing cash outflow $1.764M and financing cash inflow $600K.

• Polymeric contributed ~$620K revenue and $85K net income from May 18 through June 30, 2026; unaudited pro forma combined revenue was $6.817M for FY2025 and $1.697M for Q1 2026.

Use of proceeds and capital allocation

• No proceeds from resale of the registered shares go to the issuer; net sale proceeds go to selling stockholders.

• Registration expenses are estimated at $96,715.31 and paid by the issuer; selling stockholders bear any underwriting discounts and selling commissions.

• Capital plans include customer and product development, production equipment subject to available resources, and potential acquisitions; future acquisitions may use cash, debt, equity or a combination.