KING OF PRUSSIA, PA — Nocopi Technologies, Inc. (OTC Pink: NNUP) announced recently that on August 1, 2022, the company entered into a stock purchase agreement in connection with a private placement for total gross proceeds of $3.5 million.
The Purchase Agreement reportedly provides for the issuance of an aggregate of 2,500,000 shares of the Company’s common stock to two investors 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 shares to be sold in the Purchase Agreement were priced at-the-market based on the volume weighted average price of Nocopi shares of approximately $0.14 during the 21-day period ending on July 29, 2022. In connection with this transaction, Nocopi did not incur any placement fees or commissions.
“Over the last four years, our financial discipline has allowed us to eliminate all long-term debt while prudently growing the business and increasing our cash levels. Following the closing of the Purchase Agreement, we will be further positioned to pursue organic and strategic growth opportunities. We are excited to embark on a new phase of growth at Nocopi, supported by our enhanced board of directors and shareholders and a potentially very robust balance sheet that will allow us to actively pursue a variety of opportunities to expand our business. We remain focused on growing intrinsic value per share,” said Chairman and CEO Michael Feinstein.
In connection with the Purchase Agreement, on August 1, 2022, the Company entered into a registration rights agreement, which provides that on or prior to August 1, 2023, the Company must file a registration statement to register the shares of common stock purchased pursuant to the Purchase Agreement.
The closing of the Purchase Agreement 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.
To enable the private placement transaction, the Board of Directors has approved a 1-for-10 (1:10) reverse stock split of its common stock. The effective date of the reverse stock split is Friday, August 26, 2022. Pursuant to the reverse stock split, Nocopi shareholders will receive one (1) new share of common stock for every ten (10) shares held prior to the effective date. Any fractional shares will be rounded up to the next whole share.
On August 5, 2022, the Company filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission that contains additional information relating to the Purchase Agreement, registration rights agreement, and the reverse stock split. The Current Report on Form 8-K is available at www.sec.gov.
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