Filing Compare · NOCOPI TECHNOLOGIES INC/MD/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2023~~2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to __________________________

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)

(Registrant’s telephone number, including area code): (610) 834-9600

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Securities registered pursuant to section 12(g) of the Act:

Common Stock, Par Value $0.01

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934) ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $1820,~~570~~749,000 as of June 30, ~~2023~~2024.

As of March 1114, ~~2024~~2025, there were 10,~~501~~792,~~178~~ 913 shares outstanding of the registrant’s common stock, $0.01 par value.

Documents Incorporated By Reference

Portions of the registrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2024 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. The proxy statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year ended December 31, ~~2023~~ 2024.

Table of Contents

			Page
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	6
	Item 1B.	Unsolved Staff Comments	14
	Item 1C.	Cybersecurity	14
	Item 2.	Properties	14
	Item 3.	Legal Proceedings	15
	Item 4.	Mine Safety Disclosures	15
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
	Item 6.	Reserved	1615
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2019
	Item 8.	Financial Statements and Supplementary Data	2019
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2120
	Item 9A.	Controls and Procedures	2120
	Item 9B.	Other Information	21
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	21
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	22
	Item 11.	Executive Compensation	22
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
	Item 14.	Principal Accountant Fees and Services	22
PART IV
	Item 15.	Exhibit and Financial Statement Schedules	23
	Item 16.	Form 10-K Summary	23

Forward-Looking Statements

This report on Form 10-K contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include, but are not limited to:

Expected operating results, such as revenue, expenses, and capital expenditures

Current or future volatility in market conditions

Our belief that we have sufficient liquidity to fund our business operations during the next twelve months

Strategy for customer retention, product development, market position, and risk management

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

The extent to which we are successful in gaining new long-term relationships with customers or retaining significant existing customers and the level of service failures that could lead customers to use competitors’ services.

Strategic actions, including business acquisitions and our success in integrating acquired businesses.

Our ability to improve our current credit rating with our vendors and the impact on our raw materials and other costs and competitive position of doing so.

The impact of losing our intellectual property protections or the loss in value of our intellectual property.

Changes in customer demand.

The occurrence of hostilities, political instability or catastrophic events.

Developments and changes in laws and regulations, including increased regulation of our industry through legislative action and revised rules and standards.

Security breaches, cybersecurity attacks and other significant disruptions in our information technology systems.

Such other factors as discussed throughout Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

PART I

Item 1. Business

Background

Nocopi Technologies, Inc. develops and markets specialty reactive inks for multiple applications across various industries. Our specialty inks are used by our customers for a range of purposes from bringing entertainment products to life with a variety of color activations to providing document and brand authentication for security purposes aimed at reducing losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion. Our primary markets are the large educational and toy products industry and the document and product authentication industry. We derive our revenues primarily from licensing our technologies on an exclusive or non-exclusive basis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies to the licensees or to their licensed printers.

Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Nocopi Technologies, Inc., a Maryland corporation. Our website address is www.nocopi.com. Also, this report on Form 10-K includes the trade names of other companies. Unless specifically stated otherwise, the use or display by us of such other parties’ names and trade names in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, any of these other parties.

Industry Overview and Market Trends

The key ingredients to an ink are pigments, dyes, resins, surfactants, dryers, oils, solvents, water, waxes, and various other additives. There are many different types of both printing processes and print applications, so the mixing or preparation of formulations for these quantities widely vary. Pigments and dyes are the key ingredient that comprise the ink’s color and are formulated from substances with certain characteristics that make them suitable for use on printed products.

The printing inks market is seeing a shift as companies transition from manufacturing petroleum-based printing inks to manufacturing environmentally friendly, more sustainable printing inks. “Green” printing inks are based on sustainable materials such as soy and other plant-based sources and do not contain the heavy metals or other dangerous and toxic substances that petroleum-based printing inks do; thus they do not cause excessive pollution in the landfill. Examples of more environmentally friendly printing inks include water-based and oil-based printing inks. The use of “green” printing inks also reduces emissions of volatile organic compounds (VOC) associated with the printing process.

In 2023, the global printing ink industry consumed 3.295 billion tons of printing ink according to Smithers report “The Future of Water-based vs Solvent ~~Printing~~ Printing to 2028”. The water-based printing inks market consists of sales of water-based printing inks and related services used for printing on fabric and paper. Water-based printing inks are referred to as aqueous inks and are dye and pigment inks and can be segmented by type into acrylic water-based inks, maleic water-based inks, and shellac water-based inks.

Our Company does not produce ~~commodity~~ commodity base pigments. Rather, we source various pigments, dyes and other raw materials for ink, and then employ additional chemistry in formulating those materials into a highly engineered, specialty ink for a specific use. We are a specialty ink formulator within the ink industry that custom formulates, tests, and produces specialty inks that best meet our customer’s product needs and color demands. Our customers’ demands appear to be shifting with the trend towards utilizing more “green” printing inks. In ~~2023~~2024, approximately 36 38.3% of our ink sales were “green” printing inks, compared to 3836% in ~~2022~~2023. As the “green” printing ink market continues to grow, we expect to continue to transition towards manufacturing environmentally friendly, more sustainable printing inks and away from manufacturing petroleum-based printing inks. We do not expect the “green” printing ink trend to adversely affect any aspects of our operations.

Products and Technology

We are a niche formulator of specialty inks and our specialty ink portfolio is backed by years of research and development efforts, trade secrets, and several patents we have been granted in the United States, Canada, South Africa, Saudi Arabia, Australia, New Zealand, Japan, France, the United Kingdom, Belgium, the Netherlands, Germany, Austria, Italy, Sweden, Switzerland, Luxembourg, and Liechtenstein. We currently have patent protection on substantially all our of security inks including our Rub & Reveal system and our Rub-It & Color technology.

Our goal is to provide our customers with specialized ink formulations with rapid design, test and production capabilities. We aim to serve our customers demand for unique product needs and security needs from our specialty inks through applying our industry knowledge, our technical expertise, our raw material procurement leverage, our product breadth, and our manufacturing operations capabilities to deliver ink formulations both domestically and internationally. We believe that our role in our customer’s value chain remains an essential component of their product offering as our customers continually rely upon supplier partners, such as our Company, that provide advanced solutions to improve their products’ appeal, marketability, differentiation, performance, and overall competitive advantage.

We currently serve end markets that include children entertainment and toy products and anti-counterfeiting, anti-diversion segments that include industrial marking, security packaging for cosmetics and consumer products, and point of sales protection. We derive our revenues primarily from product sales of our inks as well as from licensing and royalty fees of our technologies on an exclusive or non-exclusive basis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies to the licensees or to their licensed printers. We are currently seeking to expand into other markets.

Entertainment and Toy Technologies and Products

Across the Entertainment and Toy Products category, we market our Rub-it & Color technology which consists of specialty inks that are produced in a variety of colors and can be revealed by rubbing with a fingernail or other firm object such as a plastic pen cap. Rub-it & Color ink technology can be used for coloring books, activity kits, play sheets, single use place mats, greeting cards, board games, promotional products, or any other paper-based application that’s needs some “fun” factor added. Two key features of our Rub-it & Color ink technology is that ~~Safe~~it’s safe and non-toxic, conforms to ASTM D4236 and F-963 and other toxicology tests.

Our customers in the Entertainment and Toy Technologies and Products category capitalize on our mess free and non-toxic features of our ink products. Our patented, revolutionary, and award-winning Rub-it & Color technology can be utilized across a variety of products and applications needing some “fun” factor while still providing safe and non-toxic conditions that conform to ASTM D4236 and F-963 and other toxicology tests.

We license our Rub-it & Color technology through various license agreements that can be for exclusive and non-exclusive uses. These agreements cover both domestic and international geographies and can include specific distribution channels and specific lines of products and applications. Historically our license agreements have ranged anywhere from two to four years, but can also vary depending on the customer, use, and geography of the agreement. Certain of our license agreements with licensees contain renewal options and/or guaranteed minimum royalties, while others do not. We cannot assure you that any of our existing licenses will be renewed or will generate significant operating revenues for our Company in the future. In each of the years ~~2023~~2024 and ~~2022~~2023, we derived approximately 9195% and 9691%, respectively, of our total revenues from our licensees and their licensed printers in the entertainment and toy products market. We continue to pursue additional licensing opportunities for our Rub-it & Color ink technology in the large worldwide entertainment and toy products market and we also seek to renew our existing license agreements that are near expiration for extension terms.

Anti-Counterfeiting and Anti-Diversion Technologies and Products

Continuing developments in copying and printing technologies makes it easier than ever before to counterfeit a wide variety of documents. Counterfeit products are increasingly problematic for consumers, governments, and corporations. According to The Organization for Economic Cooperation and Development (OECD) data on counterfeiting and international trade, the total value of counterfeit and pirated goods was ~~expected~~$1.023 trillion in 2023. And according to ~~increase~~ Corsearch, the value is set to reach approximately $31.79 trillion in ~~2022~~2030. Product labels and packaging, retail receipts, event and transportation tickets and the like are all susceptible to counterfeiting, causing economic losses to manufacturers of brand name products. With improvements in the copying and printing technologies making it easier to counterfeit labeling and packaging and increasing the losses to businesses from such counterfeiting activities.

Our Copimark and Rub & Reveal technologies provide proprietary document authentication systems that are useful to businesses and brand owners desiring to authenticate a wide variety of printed materials and products. Our Copimark system enables businesses to print invisibly on certain areas of a document or packaging. When authentication of certain document or packaging is required, the invisible printing can be activated or revealed by use of a special highlighter pen. Other variations of our Copimark technology involve multiple color responses from a common pen, visible marks of one color that turn another color with the pen or visible and invisible marks that turn into a multicolored image. Our Rub & Reveal system permits the invisible printing of an authenticating symbol or code that can be revealed by rubbing a fingernail over the printed area.

Our technologies provide users with the ability to authenticate documents and detect counterfeit documents. Applications include the authentication of documents having intrinsic value, such as merchandise receipts, checks, travelers’ checks, gift certificates and event tickets, and the authentication of product labeling and packaging. When applied to product labels and packaging, our systems allow detection of counterfeit products, the labels and packaging of which would not contain the authenticating marks invisibly printed on the packaging or labels of the legitimate product.

Our marketing efforts for these technologies are focused on specific industries we believe may be affected by product counterfeiting. These technologies also combat product diversion (i.e. sale of legitimate products through unauthorized distribution channels or in unauthorized markets). Another of our related technologies, our invisible inkjet technology, permits manufacturers and distributors to track the movement of products from production to ultimate consumption when coupled with proprietary software. The “track and trace” capability provided by this technology is an attractive capability to brand owners. Our ink technology is also utilized in retail receipt and document fraud markets through licensing arrangements with four printers and distributors in the United States and Canada who provide loss prevention products to retailers and other outlets. We market these technologies through the use of licensed printers and distributors.

Contrast Technologies, formerly known as Euro-Nocopi, S.A., is a former affiliate of our Company that, since June 2003, has held a perpetual royalty-free license to utilize certain of our anti-counterfeiting and anti-diversion technologies in Europe.

Product Revenue

The following table illustrates the approximate percentage of our Company’s total revenues accounted for by each type of its products for each of the two last fiscal years:

	Year Ended December 31,
Product Type	~~2023~~2024			~~2022~~2023
Entertainment and Toy Technologies and Products		9195	%		9691	%
Anti-Counterfeiting and Anti-Diversion Technologies and Products		95	%		49	%

Marketing

Our current marketing efforts are focused on commercializing our developed technologies across current and new geographic and market areas. We sell products through both multiyear license agreements with our existing customers as well as direct sales to a range of end customers through the Company’s sales staff. We primarily use truck carriers and freight service providers to transport our products to customers from our manufacturing facility. Our marketing approach utilizes our dynamic production capabilities of our products and technologies.

Acquisition Strategy

Our growth strategy includes expanding our business through acquisitions of other companies with competing or complementary services, technologies or businesses in order to expand our product and service offerings to grow our free cash flow. We are currently actively engaged in the process to identify acquisition candidates and negotiate transactions. As of the date of this report on Form 10-K, we have no agreements to make any acquisition. We expect to fund our business expansion through the issuance of debt or equity securities, the payment of cash, the exchange of services, or any combination thereof.

Major Customers

During ~~2023~~2024, we made sales or obtained revenues equal to 10% or more of our Company’s ~~2023~~2024 total revenues from two non-affiliated customers who individually accounted for approximately 1918% and 6470%, respectively, of ~~2023~~2024 revenues of our Company. During ~~2022~~2023, we made sales or obtained revenues equal to 10% or more of our Company’s ~~2022~~2023 total revenues from two non-affiliated customers who individually accounted for approximately 6619% and 1964%, respectively, of ~~2022~~2023 revenues of our Company.

Additional information concerning our major customers is contained in Note 1013 to our Financial Statements, attached as Appendix A to this Annual Report on Form 10-K.

Manufacturing

Our Company operates a manufacturing facility located at our corporate headquarters at 480 Shoemaker Road, Suite 104, King of Prussia, Pennsylvania 19406. At this location, we also have product development, sales, and administrative operations located adjacent to our production floor area. Our formulation and production methodologies aim to consistently achieve the highest technical standards while simultaneously reaching fast lead times of production and delivery for our customers.

We have established a quality control program that currently entails laboratory analysis of developed technologies; and when warranted, our specially trained technicians travel to third party production facilities to train client staff and monitor the manufacturing process. We also strive to improve our production efficiencies and data controls to target less material waste as well as attempt more sustainable sourcing of raw materials.

Patents

Our Company has been granted various patents in the United States, Canada, South Africa, Saudi Arabia, Australia, New Zealand, Japan, France, the United Kingdom, Belgium, the Netherlands, Germany, Austria, Italy, Sweden, Switzerland, Luxembourg, and Liechtenstein. Patents may exist for 20 years from filing date and we actively monitor the marketplace to employ management processes designed to rigorously enforce our legal ownership of intellectual property. We currently have patent protection on substantially all of our security inks including the RUB & REVEAL system, and on our Rub-it & Color technology. Our latest patent protects our newly developed technology that may have applications in the entertainment and toy products market.

In the United States and some other countries, patent applications are automatically published at a specified time after filing. Since we are obligated pay annuities from time to time on our patents to keep them in force, we annually evaluate our patent portfolio to determine which patents we will continue to maintain. In Europe, annuities for European patents are paid by Contrast Technologies, formerly known as Euro-Nocopi, S.A., since Europe is where they hold a perpetual royalty-free license to exploit certain of our anti-counterfeiting and anti-diversion technologies.

Research and Development

Our research and development activities are primarily focused on advancing our portfolio of ink technologies. We aim to successfully develop new chemistry formulations, new market-changing technologies and new customer driven solutions. Our research and development efforts support our commercial development activities while also attempting to improve our manufacturing operations.

We are presently conducting research and development activities in the following three areas: (1) refining our present product portfolio, (2) developing specific customer applications, and (3) expanding our technology into new areas of implementation. During the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023, we expended approximately $~~163~~178,~~400~~200 and $~~140~~163,400, respectively, on research and development. We continue to focus our research and development activities to develop and market additional new products and applications.

Competition

Nocopi Technologies competes in the fragmented specialty ink industry which is highly competitive. Competition is based on several key criteria which include quality, price, service, performance, product innovation, product recognition, speed, and delivery. Our competitors range from large, publicly owned international companies with broad product offerings to local, privately held independent specialty producers offering a specific market niche or product. Overall, many participants tend to offer a varied and broad array of product lines designed to meet specific customer requirements.

The ink industry has become increasingly global as participants have focused on establishing and maintaining leadership positions outside of their home markets. Many of these participant’s product lines face increasing competition due to industry consolidation, pricing pressures and competing technologies. Nonetheless, we believe our patented and proprietary technologies provide a unique and cost-effective solution for our customers. To improve our competitive position, Nocopi Technologies is building and leveraging our corporate brand as a differentiator to create value and better communicate our specialty production capabilities which we believe make it easier to introduce new product lines and applications to provide scale to our operations and ultimately enable us to successfully compete in the market.

Employees and Human Capital

We currently have seven full-time employees and believe that we have good relations with our employees.

We are committed to providing a healthy environment and safe workplace by operating in accordance with established health and safety protocols within our facility and maintaining a strong health and safety compliance program. We prioritize, manage, and carefully track safety performance at our facility and integrate sound safety practices in every aspect of our operations.

Regulation of our Business

We are subject to common business, tax and regulations pertaining to the operation of our business. We believe that we are in compliance with all applicable governmental regulations.

Financial Information about Foreign and Domestic Operations

We conduct our business operations solely within the United States; however, we have licensees and customers in Europe, South America, Asia and Australia. These licensees and customers accounted for approximately 7277% of our gross revenues in ~~2023~~2024 and approximately 2872% of our gross revenues in ~~2022~~2023. Additional information concerning our foreign and domestic operations is contained in Note 1013 to our Financial Statements, attached as Appendix A to this Annual Report on Form 10-K.

Available Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Information that we file with the SEC is available at the SEC’s website at www.sec.gov. We also make available free of charge on or through our website, at www.nocopi, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the SEC. The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

Item 1A. Risk Factors

Our Company’s ~~operating~~ operating results, financial condition and stock price are subject to certain risks, some of which are beyond its control. These risks could cause our Company’s actual operating and financial results to differ materially from those expressed in its forward-looking statements, including the risks described below and the risks identified in other documents which are filed and furnished with the United States Securities and Exchange Commission.

We are dependent upon major customers.

We are dependent on our licensees to develop new products and markets that will generate increases in its licensing and product revenues. The inability of our licensees to maintain at least current levels of sales of products utilizing our technologies could adversely affect our operating results and cash flow. To the extent that our licensees are adversely affected by negative economic conditions ~~such as those that may result from the present COVID 19 pandemic~~, our revenues may also be negatively impacted. We derive a significant percentage of our revenues through licensing relationships with two major customers. Revenues obtained directly from these customers and indirectly, through the customers’ third party licensed printers, equaled approximately 2322% of our Company’s revenues in ~~2023~~2024. Receivables from these two licensees and their third party authorized printers were approximately 89 84% of our Company’s net accounts receivable at December 31 ~~2023~~2024. One of the license agreements expires in 2028 and contains guaranteed minimum royalties, which historically are met. The other license agreement expires in 2027. Both license agreements contain renewal options; but there can be no assurances that one or both of the licenses will continue in force at the same or more favorable terms beyond their current termination dates, nor can there be any assurances that the relationships with these two licensees will generate increased revenues for our Company in the future.

We may be unable to develop new business.

Our management believes that any significant improvement in our Company’s cash flow must result from increases in revenues from traditional sources and from new revenue sources, potentially including acquired businesses. Our Company’s ability to develop new revenues may depend on the extent of its marketing activities, acquisition activities and its research and development activities, all of which are limited. We cannot assure you that the resources that our Company can devote to marketing, finding suitable acquisitions and to research and development will be sufficient to increase its revenues to levels that will enable it to maintain positive operating cash flow in the future.

Our inability to successfully acquire and integrate other businesses, assets, products or technologies could harm our operating results.

We are actively evaluating business acquisitions that we believe could complement or expand our existing product and service offerings. From time to time, we may enter into letters of intent with companies with which we are negotiating potential acquisitions or as to which we are conducting due diligence. Although we are currently not a party to any binding definitive agreement with respect to potential business acquisitions, we may enter into these types of arrangements in the future, which could materially decrease the amount of our available cash or require us to seek additional equity or debt financing. We have limited experience in successfully acquiring and integrating businesses, products and technologies. We may not be successful in negotiating the terms of any potential acquisition, conducting thorough due diligence, financing the acquisition or effectively integrating the acquired business, product or technology into our existing business and operations. Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality regulatory compliance practices, revenue recognition or other accounting practices, or employee or customer issues. We may encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures.

Additionally, in connection with any business acquisitions we complete, we may not achieve the synergies or other benefits we expected to achieve, and we may incur write-downs, impairment charges or unforeseen liabilities that could negatively affect our operating results or financial position or could otherwise harm our business. If we finance acquisitions using existing cash, the reduction of our available cash could cause us to face liquidity issues or cause other unanticipated problems in the future. If we finance acquisitions by issuing equity securities, the ownership interest of our existing stockholders may be diluted, which could adversely affect the market price of our stock. Further, contemplating or completing an acquisition and integrating an acquired business could divert management and employee time and resources from other matters.

We may be unable to obtain raw ~~materials~~ materials and products for resale.

We use a large volume or raw materials. From time to time, the Company is required to pay cash in advance of shipment to certain of its suppliers. The inability to obtain materials on a timely basis and the possibility that certain vendors may permanently discontinue supplying our Company with needed products and services may result in delayed shipments to customers and further impact our Company’s ability to service its customers, thereby adversely affecting our Company’s relationships with its customers and licensees. We cannot assure you that our Company will be able to maintain its vendor relationships in an acceptable manner.

We may experience uneven patterns of of quarterly and annual operating results.

Our Company’s revenues, which are derived primarily from licensing and sales of products incorporating its technologies as well as royalties from these products, are difficult to forecast; such forecasting difficulty is due to, among other reasons, the long sales cycle of our Company’s technologies, the potential for customer delay or deferral of implementation of our Company’s technologies, the size and timing of inception of individual license agreements, the success of our Company’s licensees and strategic partners in exploiting the market for the licensed products, modifications of customer budgets, and uneven patterns of royalty revenue and product orders. As our revenue base is not substantial, delays in the finalization of license contracts, the implementation of the technology to initiate the revenue stream and the ordering decisions of customers can have a material adverse effect on our Company’s quarterly and annual revenue expectations. As our operating expenses are substantially fixed, income expectations will be subject to a similar adverse outcome. As licensees for the entertainment and toy products markets are added, the predictability of our Company’s revenue stream may be further impacted.

Other important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

general economic conditions;

changes in our pricing policies;

our ability to expand our business;

our ability to successfully integrate our acquired businesses;

new product and service introductions;

technical difficulties or interruptions in our services;

costs associated with future acquisitions of businesses; and

extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

Our intellectual property rights ~~may~~ may not be fully protected.

Our Company relies on a combination of protections as may be available under applicable domestic, foreign or international patent, trademark and trade secret laws. We also rely on confidentiality, non-analysis and licensing agreements to establish and protect our rights in its proprietary technologies. While we attempt to protect these rights, our technologies may be compromised through reverse engineering, independent invention or other means. In addition, our ability to enforce our intellectual property rights through appropriate legal action has been and will continue to be limited by its tight liquidity. We cannot assure you that our Company will be able to protect the basis of its technologies from discovery by third parties or to preclude third parties from conducting activities that infringe on our Company’s rights. We cannot assure you that we will be able to continue to prosecute new patents and maintain issued patents. As a result, our customer and licensee relationships could be adversely affected, and the value of our technologies and intellectual property (including their value upon liquidation) could be substantially diminished.

Our Company’s revenue is ~~susceptible~~ susceptible to changes in general economic conditions.

Our Company’s revenue is susceptible to changes in general economic conditions. Our sales, liquidity and overall results of operations may be negatively affected by decreasing consumer confidence, slowdowns in consumer spending or other downturns in the U.S. economy as a whole or in any geographic markets from which we derive revenue. In addition, these factors may result in decreased customer and licensee demand for our products and may negatively impact our ability to develop new customers and licensees. Due to uncertainties surrounding the worldwide economy, ~~particularly~~including ~~in light of~~ the ~~COVID-19 pandemic, the~~ Russia-Ukraine war and ~~the~~related supply chain disruptions ~~related to both~~, we are unable to predict the effect of such conditions on our customers and licensees. Consequently, we cannot predict the scope or magnitude of the negative effect resulting from ongoing global financial uncertainties or economic slowdowns.

We are subject to regulatory compliance related to our operations.

We are subject to various U.S. governmental regulations related to occupational safety and health, labor and business practices. Failure to comply with current or future regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes, cessation of operations, or other actions, which could harm our business.

We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation, the loss of such assets would have a severe negative effect on our operations and liquidity.

We currently maintain, and may in the future maintain, our cash assets at certain financial institutions in the U.S. in amounts that are, and in the future may be, in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. At December 31, ~~2023~~2024, our Company’s deposits and short-term investments with a financial institution were 10,~~254~~589,~~800~~700 in excess of the FDIC deposit insurance coverage of $250,000. In the event of a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations.

We may incur liability arising from the use of hazardous materials.

Our business and our facilities are subject to a number of federal, state and local laws and regulations relating to the generation, handling, treatment, storage and disposal of certain toxic or hazardous materials and waste products that we use or generate in our operations. Many of these environmental laws and regulations subject current or previous owners or occupiers of land to liability for the costs of investigation, removal or remediation of hazardous materials. In addition, these laws and regulations typically impose liability regardless of whether the owner or occupier knew of, or was responsible for, the presence of any hazardous materials and regardless of whether the actions that led to the presence were taken in compliance with the law. In our business, we use hazardous materials that are stored on site. We use various chemicals in our manufacturing process that may be toxic and covered by various environmental controls. An unaffiliated waste hauler transports the waste created by use of these materials off-site. Many environmental laws and regulations require generators of waste to take remedial actions at an off-site disposal location even if the disposal was conducted lawfully. The requirements of these laws and regulations are complex, change frequently and could become more stringent in the future. Failure to comply with current or future environmental laws and regulations could result in the imposition of substantial fines, suspension of production, alteration of our production processes, cessation of operations or other actions, which could severely harm our business.

We may be unable to protect our ~~information~~ information systems from cybersecurity attacks or incidents, or if our information systems are otherwise disrupted.

We depend on information technology, including public websites and cloud-based services, for many activities important to our business. If we do not allocate and effectively manage the resources necessary to build and sustain our information technology infrastructure, if we fail to timely identify or appropriately respond to cybersecurity incidents, or if our information systems are damaged, destroyed or shut down (whether as a result of natural disasters, fires (either directly or through smoke damage), power outages, acts of terrorism or other catastrophic events, network outages, software, equipment or telecommunications failures, user errors, or from deliberate cyberattacks such as malicious or disruptive software, denial of service attacks, malicious social engineering, hackers or otherwise), our business could be disrupted and we could be subject to: transaction errors; processing inefficiencies; the loss of, or failure to attract, new customers; the loss of revenues from unauthorized use, acquisition or disclosure of or access to confidential information; the loss of or damage to intellectual property or trade secrets, including the loss or unauthorized disclosure of sensitive data, confidential information or other assets; damage to our reputation; litigation; regulatory enforcement actions; violation of data privacy, security or other laws and regulations; and remediation costs.

We conduct significantly all of our business and manufacturing activities at our King of Prussia, PA facility, and circumstances beyond our control may result in considerable ~~business~~ business interruptions.

We conduct all of our operations activities at our King of Prussia, PA facility. Our operations are vulnerable to interruption by fire, earthquake, floods or other natural disaster, quarantines or other disruptions associated with infectious diseases, national catastrophe, terrorist activities, war, disruptions in our computing and communications infrastructure due to power loss, telecommunications failure, human error, physical or electronic security breaches and computer viruses, and other events beyond our control. We do not have a detailed disaster recovery plan.

Changes in accounting principles ~~and~~ and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously ~~filed~~ filed financial statements, which could cause our stock price to decline.

We prepare our financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

We are a small public company and ~~the~~ the requirements of being a public company are a strain on our systems and resources, are a diversion to management’s attention, ~~and~~ and are costly.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The requirements of these rules and regulations increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and may also place strain on our personnel, systems and resources.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing the costly process of implementing and testing our systems to report our results as a public company, to continue to manage our growth and to implement internal controls. We are and will continue to be required to implement and maintain various other control and business systems related to our equity, finance, treasury, information technology, other recordkeeping systems and other operations. As a result of this implementation and maintenance, management’s attention may be diverted from other business concerns, which could adversely affect our business.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We expect these laws, rules and regulations to make it more difficult and more expensive for us to continue to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain appropriate levels of coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

As a result of being a public company, our business and financial condition is more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the time and resources of our management and adversely affect our business and operating results.

As a smaller reporting company that is not an accelerated filer, we are subject to scaled disclosure requirements that may make it more challenging for investors to ~~analyze~~ analyze our results of operations and financial prospects.

As a smaller reporting company that is not an accelerated filer we (i) are able to provide simplified executive compensation disclosures in our filings, (ii) are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting and (iii) have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

If we fail to maintain an effective ~~system~~ system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). We expect that compliance with these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, the effectiveness of our internal control over financial reporting. Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, investor perceptions of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results.

We may have undetected material ~~weakness~~ weakness in internal controls.

Our annual report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our Company to provide only management’s attestation in this annual report. As a result, a material weakness in our internal controls may remain undetected for a longer period.

Our common stock is subject to volatility.

We cannot assure you that the market price for our common stock will remain at its current level, and a decrease in the market price could result in substantial losses for investors. The market price of our common stock may be significantly affected by one or more of the following factors:

announcements or press releases relating to our industry or to our own business or prospects;

regulatory, legislative, or other developments affecting us or our industry generally;

sales by holders of restricted securities pursuant to effective registration statements or exemptions from registration; and

market conditions specific to our Company, our industry and the stock market generally.

Future sales of our shares could ~~depress~~ depress the market price of our common stock.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Any disposition by any of our large shareholders of our common stock in the public market, or the perception that such dispositions could occur, could adversely affect prevailing market prices of our common stock.

We do not intend to pay any cash ~~dividends~~ dividends on our securities, so you will not be able to receive a return on your investment unless you sell your shares.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our securities. Unless we pay dividends, our security holders will not be able to receive a return on their securities unless they sell them.

There is a limited market for our ~~common~~ common stock, which may make it more difficult for you to sell your stock.

Our Company’s common stock is quoted on the OTC Market (~~OTC Pink~~OTCQB) under the symbol “NNUP.” The trading market for our common stock is limited, accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, your ability to sell our common stock, or the prices at which you may be able to sell our common stock.

Our common stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”

The SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. While our common stock is presently exempt from being considered a “penny stock” because our net tangible assets exceed $2 million and we have been in continuous operations for at least (3) years, if we are unable to continue to qualify for this exemption, or any other available exemption from the definition of “penny stock,” our common stock will become a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock ~~or our warrants~~ and may affect your ability to resell our common stock ~~and our warrants~~.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock or will not be classified as a “penny stock” in the future.

FINRA sales practice requirements ~~may~~ may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”), has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock.

Provisions in the Company’s ~~charter~~ charter and bylaws may delay or prevent an acquisition of the Company by a third party.

The Company’s charter, bylaws and Maryland law contain provisions that could make it more difficult for a third party to acquire the Company without the consent of our Board. Additionally, these provisions could lower the price that future investors might be willing to pay for shares of our common stock. These anti-takeover provisions:

authorize our board of directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt;

prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

provide that any vacancy on the board of directors of the Company be filled only by the affirmative vote of a majority of the remaining directors then in office even if remaining directors do not constitute a quorum;

provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year;

provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws;

· provide that ~~our~~the ~~board~~Company’s stockholders may only remove any member of ~~directors~~the isBoard ~~expressly~~by ~~authorized~~the affirmative vote of at least two-thirds of all the votes entitled to ~~adopt~~be cast by the stockholders generally in the election of directors and, ~~amend~~such orremoval ~~repeal~~is ~~our~~required ~~bylaws~~to be for cause; and

· provide that the ~~Company’s~~number ~~stockholders may only remove any member~~ of ~~the~~directors ~~Board by the affirmative vote~~ of ~~at least two-thirds of all~~ the ~~votes~~Company ~~entitled~~shall to be ~~cast~~fixed only by ~~the~~vote ~~stockholders~~of ~~generally in~~ the ~~election~~board of directors ~~and, such removal is required to be for cause~~; ~~and~~

·Also, ~~provide~~under ~~that~~Maryland law, business combinations, including mergers, consolidations, share exchanges, or, in circumstances specified in the ~~number~~statute, asset transfers or issuances or reclassifications of ~~directors~~equity securities, between the Company and any interested stockholder, generally defined as any person who beneficially owns, directly or indirectly, 10% or more of the Company’s ~~shall~~common bestock, ~~fixed~~or ~~only~~any byaffiliate ~~vote~~of an interested stockholder are prohibited for a five-year period, beginning on the most recent date such person became an interested stockholder. After this period, a combination of this type must be approved by two super-majority stockholder votes, unless common stockholders receive a minimum price, as defined under Maryland law, for their shares in the ~~board~~form of ~~directors;~~cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The statute permits various exemptions from its provisions, including business combinations that are exempted by our Board prior to the time that the interested stockholder becomes an interested stockholder.

~~Also,~~Our ~~under~~bylaws ~~Maryland~~designate ~~law, business combinations, including mergers, consolidations, share exchanges, or, in circumstances specified in~~ the ~~statute,~~Circuit ~~asset transfers~~Court orfor ~~issuances~~Baltimore ~~or reclassifications of equity securities~~City, ~~between~~Maryland as the ~~Company~~sole and ~~any~~exclusive ~~interested~~forum ~~stockholder,~~for ~~generally~~certain ~~defined as any person who beneficially owns~~actions, ~~directly~~including orderivative ~~indirectly~~actions, ~~10%~~which orcould ~~more~~limit ofa ~~the Company~~stockholder’s ~~common stock, or any affiliate of an interested stockholder~~ ~~are~~ability ~~prohibited~~to ~~for~~bring a ~~five-year~~claim ~~period,~~in ~~beginning~~a onjudicial ~~the~~forum ~~most~~that ~~recent~~it ~~date~~finds ~~such~~favorable ~~person~~for ~~became~~disputes anwith ~~interested~~the ~~stockholder.~~Company ~~After~~and ~~this~~its ~~period~~directors, a ~~combination of this type must be approved by two super-majority stockholder votes~~officers, ~~unless common stockholders receive a minimum price,~~other ~~as defined under Maryland law~~employees, ~~for their shares in the form of cash~~ or ~~other consideration in~~ the ~~same~~Company’s ~~form~~stockholders asand ~~previously~~may ~~paid~~discourage bylawsuits ~~the interested~~with ~~stockholder~~respect ~~for its shares. The statute permits various exemptions from its provisions, including business combinations that are exempted by our Board prior~~ to ~~the~~such ~~time that the interested stockholder becomes an interested stockholder~~claims.

~~Our~~Unless ~~bylaws~~the ~~designate~~Company consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland as(the “Maryland Circuit Court”) (or, if the Maryland Circuit Court does not have jurisdiction, the federal district court for the District of Maryland) (the “Exclusive Forum”) shall be the sole and exclusive forum for ~~certain~~(a)(i) ~~actions~~any action asserting an Internal Corporate Claim, as such term is defined in the MGCL (other than any action arising under federal securities laws), including, ~~derivative~~without ~~actions~~limitation, ~~which~~(ii) ~~could~~any ~~limit~~ action asserting a claim ~~stockholder’s~~of ~~ability~~breach of the applicable standard of conduct or any duty owed by any director or officer or other employee of the Company to the ~~bring~~Company or to the stockholders of the Company or (iii) any action asserting a claim inagainst athe ~~judicial~~Company ~~forum~~or ~~that~~any itdirector ~~finds~~or ~~favorable~~officer or ~~for~~other ~~disputes~~employee ~~with~~of the Company ~~and~~arising ~~its~~pursuant ~~directors~~to any provision of the MGCL, ~~officers~~ the Charter or these Bylaws, or (b) any other ~~employees,~~action asserting a claim against the Company or any director or officer or other employee of the Company’s ~~stockholders~~that ~~and~~is ~~may~~governed ~~discourage~~by ~~lawsuits~~the ~~with~~internal ~~respect~~affairs doctrine. Further, notwithstanding anything to ~~such~~the ~~claims~~contrary in the foregoing, unless the Company consents in writing to the selection of an alternative forum, the federal district court for the District of Maryland (the “Securities Act Exclusive Forum”) shall be the sole and exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.

~~Unless~~Although ~~the~~we ~~Company~~believe ~~consents~~these inexclusive ~~writing to the selection of an alternative~~ forum, ~~the~~provisions ~~Circuit~~benefit ~~Court~~us ~~for~~by ~~Baltimore~~providing ~~City,~~increased ~~Maryland~~consistency (in the ~~“Maryland~~application ~~Circuit~~of ~~Court”) (or, if the~~ Maryland ~~Circuit~~law ~~Court does not have jurisdiction, the federal district court~~ for the ~~District~~specified oftypes ~~Maryland) (the “Exclusive~~of ~~Forum”)~~actions ~~shall be the sole~~ and ~~exclusive forum for (a)(i) any action asserting an Internal Corporate Claim~~proceedings, asthese ~~such~~provisions ~~term~~may islimit ~~defined in the MGCL (other than any action arising under federal securities laws), including, without limitation, (ii) any action asserting~~ a ~~claim~~ ofstockholder’s ~~breach~~ability ~~of the applicable standard of conduct or any duty owed by any director or officer or other employee of the Company~~ to ~~the~~ ~~Company~~bring ~~or to the stockholders of the Company or (iii) any action asserting~~ a claim ~~against~~in ~~the~~a ~~Company~~judicial orforum ~~any~~that ~~director~~it orfinds ~~officer~~favorable orfor ~~other~~disputes ~~employee~~with of the Company ~~arising~~and ~~pursuant~~its ~~to any provision of the MGCL~~directors, ~~the Charter or these Bylaws~~officers, or ~~(b) any~~ other ~~action~~employees ~~asserting a~~and ~~claim~~may ~~against~~discourage ~~the~~lawsuits ~~Company~~with orrespect ~~any director or officer or other employee of the Company that is governed by the internal affairs doctrine. Further, notwithstanding anything~~ to ~~the~~such contrary in the foregoing, unless the Company consents in writing to the selection of an alternative forum, the federal district court for the District of Maryland (the “Securities Act Exclusive Forum”) shall be the sole and exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act of 1933claims.

Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Maryland law for the specified types of actions and proceedings, these provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.13

13Item 1B. Unresolved Staff Comments

~~Item 1B~~None. ~~Unresolved Staff Comments~~

~~None~~Item 1C. Cybersecurity

~~Item~~We 1Chave processes to assess, identify and manage risks from cybersecurity threats as a part of our overall risk assessment process. ~~Cybersecurity~~On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. We engage certain external advisors to enhance our cybersecurity oversight.

WeTo ~~have~~manage ~~processes~~our ~~to assess,~~material ~~identify and manage~~ risks from cybersecurity threats asand ato ~~part~~protect ~~of our overall risk assessment process. On a regular basis we implement into our operations these cybersecurity processes~~against, ~~technologies~~detect, and ~~controls~~prepare to ~~assess,~~respond ~~identify,~~to ~~and~~cybersecurity ~~manage~~incidents, ~~material~~we ~~risks.~~undertake Wethe ~~engage~~below ~~certain~~listed ~~external advisors to enhance our cybersecurity oversight.~~activities:

To• ~~manage~~Monitor ~~our~~emerging ~~material risks~~data ~~from~~protection ~~cybersecurity~~laws ~~threats~~in ~~and~~conjunction towith ~~protect~~our ~~against,~~advisors ~~detect,~~ and ~~prepare~~implement tochanges ~~respond~~ to ~~cybersecurity~~our ~~incidents,~~processes weto ~~undertake the below listed activities:~~comply;

• ~~Monitor~~Maintain ~~emerging~~firewall ~~data protection laws in conjunction with our advisors~~ and ~~implement~~virus ~~changes~~protection ~~to our processes to comply~~software; and

• Maintain ~~firewall~~a ~~and~~cybersecurity ~~virus~~insurance ~~protection software; and~~policy.

•As ~~Maintain~~part aof the above processes, we engage with third party providers to review our cybersecurity ~~insurance~~program ~~policy~~and help identify areas for continued focus, improvement, and compliance.

AsOur ~~part~~processes ofalso ~~the~~include ~~above~~assessing ~~processes,~~cybersecurity wethreat ~~engage~~risks associated with ~~third~~our use of third-party services providers toin ~~review~~the normal course of business use. Third-party risks are included within our cybersecurity ~~program~~risk management processes discussed above. In addition, we assess cybersecurity considerations in the selection and ~~help~~oversight ~~identify~~of ~~areas~~our ~~for~~third-party ~~continued~~services ~~focus~~providers, ~~improvement,~~including due diligence on the third parties that have access to our systems and ~~compliance~~facilities that house systems and data.

~~Our~~The ~~processes~~Audit ~~also~~Committee ~~include~~of ~~assessing cybersecurity threat risks associated with~~ our ~~use~~Board of ~~third-party~~Directors ~~services~~is ~~providers~~responsible infor ~~normal~~oversight ~~course~~ of ~~business use. Third-party risks are included within~~ our ~~cybersecurity~~risk assessment, risk management ~~processes~~and ~~discussed~~cybersecurity ~~above.~~risks, Inand ~~addition,~~periodically updates weour ~~assess~~Board ~~cybersecurity~~of ~~considerations in~~Directors ~~the~~on ~~selection~~such ~~and~~matters. ~~oversight~~Members of ~~our~~the ~~third-party~~Audit ~~services~~Committee ~~providers,~~engage ~~including~~in ~~due~~discussions ~~diligence~~with management on ~~the~~cybersecurity-related news ~~third~~events ~~parties~~and ~~that~~discuss ~~have~~any ~~access~~updates to our ~~systems~~cybersecurity ~~and~~risk ~~facilities~~management ~~that house systems~~ and ~~data~~strategy programs.

~~The~~As ~~Audit Committee~~ of ~~our~~ ~~Board~~the date of ~~Directors~~this Annual isReport ~~responsible~~on ~~for~~Form ~~oversight of our risk assessment~~10-K, ~~risk~~we ~~management~~have ~~and~~not ~~cybersecurity~~encountered risks, ~~and~~from ~~periodically updates~~cybersecurity ~~our~~threats ~~Board~~that ofhave ~~Directors~~materially onaffected, ~~such~~or ~~matters.~~are ~~Members of the Audit Committee engage in discussions with management on cybersecurity-related~~reasonably ~~news~~likely ~~events~~to ~~and~~materially ~~discuss~~affect, ~~any~~our ~~updates~~business tostrategy, ~~our~~results ~~cybersecurity~~of ~~risk~~operations ~~management~~or ~~and~~financial ~~strategy programs~~position.

As of the date of this Annual Report on Form 10-K, we have not encountered risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations or financial position.

Item 2. Properties

Our corporate headquarters, research and ink production facilities are located at 480 Shoemaker Road, Suite 104, King of Prussia, Pennsylvania 19406. These premises consist of approximately 6,100 square feet of leased space. Our lease commenced in January 2014 and expires in April 2024. Current monthly rent under this lease is $4,722; this amount escalates an amount of approximately three percent each year. In addition to rent, we are also responsible for our pro-rata share of the operating costs of the building. The lease has been extended for 13 months beginning on May ~~1, 2024 and expiring on May 31,~~ 2025.

On March 21, 2025, the Company and NE IND OWNER-1 LLC (the “Landlord”) entered into a second amendment (the “2025 Lease Amendment”) to the lease agreement, dated December 12, 2013 (as previously amended, the “Lease Agreement”), by and between the Company and the Landlord relating to premises at 480 Shoemaker Road, King of Prussia, PA 19406. The Amendment provides for an extension of the term to December 31, 2027, and for monthly rent payments of, initially, $7,147.00, escalating annually by 3.5%.

Other than as set forth above, the terms of the Lease Agreement remain unchanged.

The foregoing summary is qualified in its entirety by reference to the 2025 Lease Amendment, which is filed as exhibit 10.12 to this Annual Report on Form 10-K. See disclosure in Item 9B-Other Information.

Current monthly rent under this lease is $7,147. In addition to rent, we are also responsible for our pro-rata share of the operating costs of the building.

We incurred leasehold improvement expenditures of approximately $81,500 through July 26, 2023, and we believe that additional leasehold improvement expenditures will not be significant. We consider this space adequate for our current needs and additional space is available as needed.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Market Information

Our common stock is traded on the ~~OTC~~OTCQB ~~Pink~~ tier of the over-the-counter (“OTC”) market under the symbol “NNUP”. Investors can find Real-Time quotes and market information on our Company on www.otcmarkets.com. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Shareholders

As of March 11 14, ~~2024~~2025 , we have a total of 10,~~501~~792,~~178~~913 shares of of common stock issued and outstanding, held of record by approximately ~~411~~385 holders of our common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners.

Dividends

Our Company does not pay any cash dividends on its common stock.

Recent Sales of Unregistered Securities

Date	Security/Value
September 2023	Common Stock - 1,250,000 shares of common stock issued at the price of $4.00 per share for total proceeds of $5,000,000.

None.

NoIssuer ~~underwriters~~Repurchases ~~were utilized, and no commissions or fees were paid with respect to the above transactions. We relied on Section 4(a)(2) and/or Regulation D~~ of ~~the~~Equity Securities ~~Act of 1933, as amended, since the transactions did not involve any public offering.~~

15None.

~~Issuer~~Item ~~Repurchases~~6. ~~of Equity Securities~~[Reserved]

~~None~~Not Applicable.

~~Item 6. [Reserved]~~15

~~Not~~Item ~~Applicable~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Item~~The 7information in this report contains forward-looking statements. ~~Management’s~~All ~~Discussion~~statements ~~and~~other ~~Analysis~~than statements of ~~Financial~~historical fact made in this report are forward looking. ~~Condition~~In particular, the statements herein regarding industry prospects and ~~Results~~future results of ~~Operations~~operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The ~~information~~following ~~in this~~discussion ~~report~~and ~~contains~~analysis ~~forward-looking~~should ~~statements.~~be ~~All~~read ~~statements other than statements of historical fact made~~ in ~~this~~conjunction ~~report~~with ~~are~~our ~~forward~~financial ~~looking. In particular~~statements, ~~the~~included ~~statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements~~herewith. ~~These~~This ~~forward-looking~~discussion ~~statements~~should ~~can~~not be ~~identified~~construed ~~by the use of words such as “believes,” “estimates,”~~to ~~“could,”~~imply ~~“possibly,”~~that ~~“probably,”~~the ~~anticipates,”~~results ~~“projects,”~~discussed ~~“expects,” “may,”~~herein “will,” ornecessarily ~~“should”~~continue orinto ~~other~~the ~~variations~~future, or ~~similar words. No assurances can be given~~ that ~~the future~~any ~~results~~conclusion ~~anticipated~~reached byherein ~~the forward-looking statements~~ will necessarily be ~~achieved.~~indicative ~~Forward-looking~~of ~~statements~~actual ~~reflect~~operating ~~management’s~~results ~~current expectations~~in ~~and~~the ~~are~~future. ~~inherently~~Such ~~uncertain.~~discussion ~~Our~~represents ~~actual~~only ~~results~~the ~~may~~best ~~differ~~present ~~significantly~~assessment ~~from~~of ~~management’s~~our ~~expectations~~management.

~~The~~Background following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.Overview

~~Background~~Nocopi ~~Overview~~Technologies, Inc. develops and markets specialty reactive inks for multiple applications across various industries. Our specialty inks are used by our customers for a range of purposes from bringing entertainment products to life with a variety of color activations to providing document and brand authentication for security purposes aimed at reducing losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion. Our primary markets are the large educational and toy products industry and the document and product authentication industry. We derive our revenues primarily from licensing our technologies on an exclusive or non-exclusive basis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies to the licensees or to their licensed printers.

~~Nocopi~~Unless ~~Technologies,~~the ~~Inc. develops~~context ~~and markets specialty reactive inks for multiple applications across various industries. Our specialty inks are used by our customers~~otherwise ~~for~~requires, aall ~~range~~references ~~of purposes from bringing entertainment products~~ to life with a variety of color activations to providing document and brand authentication for security purposes aimed at reducing losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion. Our primary markets are the ~~large~~“Company,” ~~educational~~“we,” ~~and toy products industry and the document and product authentication industry. We derive~~ “our” ~~revenues primarily from licensing our technologies on an exclusive~~ or ~~non-exclusive basis to licensees who incorporate~~“us” ~~our technologies into their product offering~~ and ~~from~~other ~~selling~~similar ~~products~~terms ~~incorporating~~means ~~our~~Nocopi ~~technologies~~Technologies, toInc., ~~the~~a ~~licensees~~Maryland ~~or to their licensed printers~~corporation.

~~Unless~~Results ~~the~~of ~~context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Nocopi Technologies, Inc., a Maryland corporation.~~Operations

~~Results~~Our Company’s revenues are derived from (a) royalties paid by licensees of ~~Operations~~our technologies, (b) fees for the provision of technical services to licensees and (c) from the direct sale of (i) products incorporating our technologies, such as inks, security paper and pressure sensitive labels, and (ii) equipment used to support the application of our technologies, such as ink-jet printing systems. Royalties consist of guaranteed minimum royalties payable by our licensees in certain cases and additional royalties which typically vary with the licensee’s sales or production of products incorporating the licensed technology. Service fees and sales revenues vary directly with the number of units of service or product provided.

Our Company’s ~~revenues~~recognizes ~~are~~revenue ~~derived~~on ~~from~~its ~~(a)~~lines ~~royalties paid by licensees~~ of ~~our~~business ~~technologies, (b) fees for the provision of technical services to licensees and (c) from the direct sale of (i) products incorporating our technologies, such~~ as inks, security paper and pressure sensitive labels, and (ii) equipment used to support the application of our technologies, such as ink-jet printing systems. Royalties consist of guaranteed minimum royalties payable by our licensees in certain cases and additional royalties which typically vary with the licensee’s sales or production of products incorporating the licensed technology. Service fees and sales revenues vary directly with the number of units of service or product provided.follows:

~~Our~~a. ~~Company~~License ~~recognizes revenue~~fees onfor ~~its~~the ~~lines~~use of ~~business~~our astechnology ~~follows:~~and royalties with guaranteed minimum amounts are recognized at a point in time when the term begins;

ab. ~~License~~Product ~~fees~~sales ~~for~~are recognized at the ~~use~~time of ~~our~~the ~~technology~~transfer ~~and~~of ~~royalties~~goods ~~with~~to ~~guaranteed~~customers ~~minimum~~at ~~amounts~~an ~~are~~amount ~~recognized~~that atour aCompany ~~point~~expects to be entitled to in ~~time~~exchange ~~when~~for these goods, which is at the ~~term~~time ~~begins~~of shipment; and

bc. ~~Product~~Fees ~~sales~~for technical services are recognized at the time of the transfer of ~~goods~~services to customers at an amount that our Company expects to be entitled to in exchange for ~~these~~the ~~goods~~services, which is atwhen the ~~time~~service ofhas ~~shipment;~~been ~~and~~rendered.

c.We ~~Fees~~believe ~~for~~that, ~~technical~~as ~~services~~fixed cost ~~are~~reductions ~~recognized~~beyond atthose ~~the~~we ~~time~~have ofachieved ~~the~~in ~~transfer~~recent ofyears ~~services~~may tonot ~~customers~~be atachievable, anour ~~amount~~operating ~~that~~results ~~our~~are ~~Company~~substantially ~~expects~~dependent on torevenue belevels. ~~entitled~~Because torevenues inderived ~~exchange~~from ~~for~~licenses ~~the~~and ~~services~~royalties carry a much higher gross profit margin than other revenues, ~~which~~operating results isare ~~when~~also ~~the~~substantially ~~service~~affected ~~has~~by ~~been~~changes ~~rendered~~in revenue mix.

16Both the absolute amount of our Company’s revenues and the mix among the various sources of revenue are subject to substantial fluctuation. We have a relatively small number of substantial customers rather than a large number of small customers. Accordingly, changes in the revenue received from a significant customer can have a substantial effect on our Company’s total revenue, revenue mix and overall financial performance. Such changes may result from a substantial customer’s product development delays, engineering changes, changes in product marketing strategies, production requirements and the like. . In addition, certain customers have, from time to time, sought to renegotiate certain provisions of their license agreements and, when our Company agrees to revise such terms, revenues from the customer may be adversely affected.

We believe that, as fixed cost reductions beyond those we have achieved in recent years may not be achievable, our operating results are substantially dependent on revenue levels. Because revenues derived from licenses and royalties carry a much higher gross profit margin than other revenues, operating results are also substantially affected by changes in revenue mix.16

~~Both~~Comparison ~~the absolute amount~~ of ~~our Company’s revenues and~~ the ~~mix~~Years ~~among~~ended ~~the~~December ~~various sources of revenue are subject to substantial fluctuation. We have a relatively small number of substantial customers rather than a large number of small customers. Accordingly~~31, ~~changes~~2024 ~~in the revenue received from a significant customer can have a substantial effect on our Company’s total revenue, revenue mix~~ and overall financial performance. Such changes may result from a substantial customer’s product development delays, engineering changes, changes in product marketing strategies, production requirements and the like. . In addition, certain customers have, from time to time, sought to renegotiate certain provisions of their license agreements and, when our Company agrees to revise such terms, revenues from the customer may be adversely affected.2023

~~Comparison~~Revenues offor ~~the~~2024 ~~Years~~were $2,117,800, ~~ended~~an ~~December~~increase 31of approximately 2%, ~~2023~~or ~~and~~$33,900, ~~2022~~from $2,083,900 in 2023.

~~Revenues~~Licenses, ~~for~~royalties ~~2023 were~~and ~~$2,083,900,~~fees adecreased ~~decrease~~in of2024 by approximately 559%, or $251,~~543~~700,~~300~~ to $511,500 from $4563,~~627,~~200 in ~~2022~~2023. ~~Revenues~~The decrease in ~~2022 included~~licenses, inroyalties ~~accordance~~and ~~with ASU~~fees ~~214-09,~~in ~~Revenue~~2024 ~~from~~compared ~~Contracts~~to ~~with~~2023 ~~Customers~~is ~~(“Topic~~due ~~606”),~~primarily ~~revenue~~to oflower ~~$2,810,600~~royalties from ~~three~~our Company’s licensees ~~representing the~~in ~~present~~entertainment ~~value~~and oftoy ~~guaranteed~~products ~~royalty~~market. Additionally, ~~payments~~our ~~that~~Company ~~will~~negotiated bea ~~payable~~renewal ~~over varying periods~~ of ~~two~~a ~~through~~license ~~five years that began~~ in the ~~second~~ ~~half~~fourth ~~of 2022 and terminate in the second~~ quarter of ~~2028.~~2024, ~~The~~commencing ~~guaranteed~~January ~~royalty~~1, ~~payments~~2025 ~~result~~and ~~from~~terminating December ~~amendments~~31, to2026 ~~license~~. ~~agreements with~~We ~~two~~cannot ~~existing~~assure ~~licensees~~you ~~and~~that athe ~~license~~marketing ~~agreement~~and ~~with~~product adevelopment ~~new~~activities ~~licensee.~~of ~~Since~~our ~~the~~Company’s ~~performance~~licensees ~~obligation~~or isother businesses toin ~~grant~~ the ~~licenses~~entertainment ~~for the~~and ~~use~~toy ofproducts ~~certain~~market ~~patented~~will ~~ink~~produce ~~technology~~a assignificant itincrease ~~exists~~in atrevenues ~~the~~for ~~time~~our ~~that~~Company itbeyond isthose ~~granted~~achieved in 2024, ~~the~~nor ~~promise~~can tothe ~~grant~~timing ~~the~~of ~~licenses~~any ~~are~~potential ~~performance obligations~~revenue ~~satisfied~~increases atbe apredicted, ~~point~~particularly ingiven ~~time~~the inuncertain ~~accordance~~economic ~~with~~conditions ~~Topic~~presently being ~~606~~experienced.

~~Licenses,~~Product ~~royalties~~ and ~~fees~~ ~~decreased~~other insales increased ~~2023~~ by $85,600, or approximately 846%, orto $31,~~049~~606,~~800,~~300 toin ~~$563,200~~2024 from $31,~~613~~520,~~000~~700 in ~~2022~~2023. The ~~decrease~~higher inlevel ~~licenses,~~of ~~royalties~~ink ~~and fees~~sales in ~~2023~~2024 compared to ~~2022~~2023 is due primarily to ~~lower~~higher ~~royalties~~ink ~~from~~shipments ~~our Company’s licensees in entertainment and toy products market including $2,810,600 representing the present value of guaranteed royalty payments that will be payable over varying periods of two~~ to ~~five years that began in~~ the third ~~quarter~~party ofauthorized ~~2022~~printer asused aby ~~result~~two of ~~amendments~~our toCompany’s ~~license~~major ~~agreements with two~~ licensees in the entertainment and toy products market. ~~that~~Sales ~~provide~~of ~~for~~ink ~~five year extensions~~ to the ~~license~~licensed ~~agreements~~printers ~~beginning~~of inits ~~October~~licensees ~~2022 described above. Additionally, our Company negotiated a license with a new licensee~~ in the entertainment and toy products market ~~commencing~~were inapproximately ~~October~~$119,200 ~~2022~~higher ~~and terminating~~ in ~~the~~2024 ~~fourth~~compared ~~quarter~~to ~~of 2024~~2023. WeSales ~~cannot~~of ~~assure~~security ~~you~~ink ~~that~~in ~~the~~2024 ~~marketing~~to ~~and product development activities of~~ our Company’s licensees or ~~other businesses~~ in the ~~entertainment~~retail receipt and ~~toy~~document ~~products~~fraud market ~~will~~decreased ~~produce~~by aapproximately ~~significant increase in revenues for our Company beyond those achieved in 2023~~$22,700 ~~nor~~compared ~~can~~to ~~the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions presently being experienced~~2023.

~~Product~~Our ~~and~~Company ~~other~~derived ~~sales increased by~~ $~~506~~2,~~500~~008, 700, or approximately 5095% of total revenues, from licensees and their licensed printers in the entertainment and toy products market in 2024 compared to $1,~~520~~906,~~700~~300, inor ~~2023~~approximately ~~from~~91% $1of total revenues,~~014,200~~ in ~~2022~~2023. The ~~higher~~increase ~~level~~in ofrevenues ~~ink~~from ~~sales~~our licensees and their authorized printers in ~~2023~~the entertainment and toy products market in 2024 compared to ~~2022~~2023 is due primarily to the higher ink shipments to the third party authorized printer used by two of our Company’s major licensees in the entertainment and toy products market. ~~Sales~~Our ofCompany’s licensees ~~ink~~in the entertainment and toy products market continue to ~~the~~develop ~~licensed~~new ~~printers~~products offor ~~its~~this ~~licensees~~market inand improve their current offerings; however, their sales will be affected by marketplace reaction to the ~~entertainment~~new and ~~toy~~improved products, economic conditions that influence this market ~~were~~segment ~~approximately~~and ~~$465,700~~the ~~higher~~economy inas ~~2023~~a ~~compared~~whole. toRevenues ~~2022~~that the Company derives from these licensees will be similarly affected. ~~Sales~~We ofcannot assure ~~security~~you ~~ink~~that inthe ~~2023~~marketing toand ~~our~~product ~~Company’s~~development activities of licensees in the ~~retail~~entertainment ~~receipt~~ and ~~document~~toy ~~fraud~~products market will produce increased byrevenues ~~approximately~~for ~~$14~~the Company in future periods,~~000~~ ~~compared~~nor tocan ~~2022~~the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions presently being experienced.

17Our Company’s gross profit decreased to $1,100,300, or approximately 52% of revenues, in 2024 from $1,101,900, or approximately 53%, in 2023. The lower gross profit in 2024 compared to 2024 results primarily from lower gross revenues from licenses, royalties and fees offset in part by higher product and other sales in 2024 compared 2023.

~~Our Company derived $1~~Licenses,~~903,700, or~~ ~~approximately~~royalties ~~91% of total revenues, from licensees~~ and fees ~~their~~have ~~licensed~~historically ~~printers~~carried ina ~~the~~higher ~~entertainment~~gross ~~and~~profit ~~toy~~than ~~products~~product ~~market in 2023 compared to $4~~sales,~~463,800,~~ orwhich ~~approximately~~generally ~~96%~~consist of ~~total~~supplies ~~revenues,~~or inother ~~2022.~~manufactured ~~The decrease in revenues from our licensees and their authorized~~products ~~printers~~that inincorporate the ~~entertainment~~Company’s ~~and~~technologies ~~toy~~or ~~products~~equipment ~~market~~used ~~in 2023 compared~~ to ~~2022~~support ~~is due primarily to~~ the ~~higher~~application ~~guaranteed~~of ~~royalties~~its ~~in accordance with Topic 606 resulting from a new license along with license extensions with two licensees in 2022~~technologies. ~~Our~~These ~~Company’s~~items ~~licensees~~(except infor ~~the~~inks ~~entertainment~~which ~~and~~are ~~toy~~manufactured ~~products~~by ~~market~~our ~~continue~~Company) toare ~~develop~~generally ~~new~~purchased ~~products~~from ~~for~~third-party ~~this~~vendors ~~market~~ and ~~improve~~resold ~~their current offerings; however, their sales will be affected by marketplace reaction~~ to the ~~new~~end-user ~~and~~or ~~improved products, economic conditions that influence this market~~licensee ~~segment~~ and ~~the~~carry ~~economy as~~ a ~~whole.~~lower ~~Revenues~~gross ~~that~~profit ~~the~~than ~~Company~~licenses, ~~derives~~royalties ~~from~~and ~~these licensees will be similarly affected~~fees. WeThe ~~cannot~~lower ~~assure you~~gross ~~that~~profit ~~the marketing and product development activities of licensees~~ in ~~the~~2024 ~~entertainment~~compared ~~and~~to ~~toy~~2023 ~~products~~reflects ~~market~~lower ~~will produce increased~~gross revenues ~~for~~from ~~the Company in future periods~~licenses, ~~nor~~royalties ~~can~~and ~~the~~fees ~~timing~~offset ofin ~~any~~part ~~potential~~by ~~revenue~~higher ~~increases~~gross berevenues ~~predicted,~~from ~~particularly~~product ~~given~~and ~~the uncertain~~other ~~economic~~sales ~~conditions~~in ~~presently~~2024 ~~being~~compared ~~experienced~~to 2023.

~~Our~~As ~~Company’s~~the ~~gross~~variable component ~~profit~~of ~~decreased~~cost of revenues related to $1licenses,~~101,900,~~ orroyalties ~~approximately~~and ~~52%~~fees is a low percentage of these revenues and the fixed component is not substantial, period to period changes in ~~2023~~revenues from $3licenses,~~899,500,~~ orroyalties ~~approximately~~and ~~84%,~~fees incan ~~2022.~~significantly ~~The~~affect ~~lower~~both gross profit infrom ~~2023~~licenses, ~~compared~~royalties and tofees ~~2022~~as ~~results~~well as overall gross profit. Due primarily ~~from~~to the lower ~~gross~~ revenues from licenses, royalties and fees ~~offset~~ in ~~part~~2024 bycompared ~~higher~~to 2023, ~~product~~the gross profit from licenses, royalties and ~~other~~fees ~~sales~~decreased to approximately 57% of revenues from licenses, royalties and fees in ~~2023~~2024 from ~~compared~~approximately ~~2022~~62% in 2023.

Licenses, royalties and fees have historically carried a higher gross profit than product sales, which generally consist of supplies or other manufactured products that incorporate the Company’s technologies or equipment used to support the application of its technologies. These items (except for inks which are manufactured by our Company) are generally purchased from third-party vendors and resold to the end-user or licensee and carry a lower gross profit than licenses, royalties and fees. The lower gross profit in 2023 compared to 2022 reflects lower gross revenues from licenses, royalties and fees offset in part by higher gross revenues from product and other sales in 2023 compared to 2022.17

AsThe ~~the~~gross ~~variable~~profit, ~~component~~expressed ofas ~~cost~~a percentage of revenues ~~related to licenses~~, ~~royalties and fees is a low percentage~~ of ~~these~~product ~~revenues~~ and ~~the~~other ~~fixed~~sales ~~component~~ is ~~not~~dependent ~~substantial, period~~on toboth ~~period~~the ~~changes~~overall insales ~~revenues~~volumes ~~from~~of ~~licenses,~~product ~~royalties~~ and ~~fees~~other ~~can~~sales ~~significantly affect both gross profit from licenses, royalties~~ and on ~~fees~~the asmix ~~well~~of ~~as overall gross profit. Due primarily to~~ the ~~lower~~specific ~~revenues~~goods ~~from~~produced ~~licenses, royalties~~ and/or ~~fees~~sold. inThe ~~2023 compared to 2022, the~~ gross profit from ~~licenses,~~product ~~royalties~~ and ~~fees~~other ~~decreased~~sales towas approximately 6250% of revenues in ~~from~~2024 ~~licenses, royalties~~ and ~~fees in~~ 2023 ~~from approximately 95% in 2022~~.

~~The~~Research ~~gross~~and ~~profit, expressed~~development asexpenses awere ~~percentage of revenues~~$178,200 of product and other sales is dependent on both the overall sales volumes of product and other sales and on the mix of the specific goods produced and/or sold. The gross profit from product and other sales increased to approximately 50% of revenues in ~~2023~~2024 compared to ~~approximately~~$163,400 ~~45%~~in ~~of revenues 2022~~2023. The increase in ~~gross~~2024 ~~profit in 2023~~ compared to ~~2022~~2023 isresulted ~~due~~ primarily to from higher ~~ink~~employee related ~~shipments~~expenses toand ~~the~~rent ~~third~~& ~~party~~occupancy ~~authorized~~expenses ~~printers used by two of our Company’s major licensees~~ in ~~the~~2024 ~~entertainment and~~compared ~~toy~~to ~~products market~~2023.

~~Research~~Sales and ~~development expenses~~marketing expenses were $~~163~~322,400 in ~~2023~~2024 compared to $~~140~~270,~~400~~800 in ~~2022~~2023. The increase in ~~2023~~2024 compared to ~~2022~~2023 ~~resulted~~is due primarily ~~from~~to higher ~~employee~~commission expense ~~related~~on ~~expenses~~the higher level of revenues in ~~2023~~2024 ~~compared~~as towell ~~2022~~as an increase in rent & occupancy expenses.

~~Sales~~General and ~~marketing expenses~~administrative ~~were~~expenses increased to $~~270~~3,~~800~~900,000 in ~~2023~~2024 ~~compared~~from to $~~494~~2,~~500~~538,300 in ~~2022~~2023. The ~~decrease~~increase in ~~2023~~2024 compared to ~~2022~~2023 is due primarily to ~~lower~~higher ~~commission expense~~stock-based oncompensation ~~the~~and ~~lower~~employee ~~level~~related ofexpenses ~~revenues~~and inhigher ~~2023~~public ascompany ~~well~~related ~~as reversing prior years overaccruals compared to 2022.~~expenses,

~~General~~There ~~and~~was ~~administrative~~no income tax expense ~~expenses~~(benefit) ~~increased~~reflected toin ~~$2,538,300~~the results of operations for 2024. Income tax benefit in 2023 resulted from reversing tax accruals. As of December 31, 2024 and 2023, the Company had federal net operating loss carry forwards of $707,000 and $126,000 respectively, and state net operating loss carryforwards of $2,568,000 and $1,~~219~~757,~~200~~000, inrespectively, ~~2022~~which may be used to offset future taxable income. The ~~increase~~remaining infederal NOL's ~~2023~~will ~~compared~~not expire but will be limited to ~~2022~~80% isof ~~due~~taxable ~~primarily~~income. Pennsylvania NOL's started to ~~higher~~to ~~stock-based~~expire in 2024, with $1,307,000 expiring ~~compensation~~by ~~and~~2032. ~~employee~~The ~~related~~remaining ~~expenses~~Pennsylvania ~~and~~NOL's ~~lower~~expire ~~legal~~in ~~and~~20 ~~public~~years. ~~company~~Florida ~~related~~NOL's ~~expenses,~~will not expire.

~~Income~~Our ~~tax~~net ~~benefit~~(loss) inof ~~2023~~$2,678,900 ~~resulted from reversing tax accruals. Income taxes~~ in ~~2022~~2024 ~~resulted~~compared ~~from~~to ~~Federal~~the ~~income~~net ~~taxes~~(loss) onof ~~our~~$1,435,900 ~~Company’s taxable income offset~~ in ~~part~~2023 byresulted ~~the~~primarily ~~utilization~~from ofa ~~the~~lower ~~remaining~~gross ~~Federal~~profit ~~net~~on ~~operating~~a ~~loss~~lower ~~carryforwards~~level ~~that~~of ~~existed~~licenses, ~~prior to 2023 along with limitations~~royalties ~~placed~~and onfees ~~income~~and ~~tax~~by ~~net~~higher ~~operating~~overhead ~~loss~~expenses ~~deductions~~in by2024 ~~the~~compared ~~Commonwealth~~to ~~of Pennsylvania~~2023.

Our ~~net~~management ~~(loss)~~does ~~of $1,435,900~~not inbelieve ~~2023~~that ~~compared~~inflation toand ~~net~~changing ~~income~~prices ofhave ~~$1,813,100~~had ~~in 2022 resulted primarily from~~ a ~~lower~~significant ~~gross~~effect ~~profit~~ on aour ~~lower~~revenues ~~level of licenses, royalties~~ and ~~fees~~results ~~offset~~of inoperations ~~part~~during bythe ~~higher~~years ~~product~~ended December ~~and~~31, ~~other~~2024 ~~sales~~ and ~~overhead~~December ~~expenses~~31, in 2023 ~~compared to 2022~~.

~~Our~~Plan ~~management does not believe that inflation and changing prices have had a significant effect on our revenues and results~~ of ~~operations during the years ended December 31~~Operation, ~~2023~~Liquidity and ~~December~~Capital ~~31, 2022.~~Resources

18Our Company’s cash increased to $10,839,700 at December 31, 2024 from $2,269,200 at December 31, 2023. During 2024, our Company provided $594,800 in its operating activities, provided $7,985,600 in its investing activities and used $9,900 for capital expenditures.

~~Plan~~Our Company’s revenues increased approximately 2% to $2,117,800 in 2024 from $2,083,900 in 2023 primarily as a result of ~~Operation~~lower licensing revenue from the Company’s licensees in the entertainment and toy products market. Our Company’s gross profit decreased approximately 1% to $1,100,300 ~~Liquidity~~in 2024 from $1,101,900 in 2023 primarily as a result of lower license fees from our licensees in the entertainment and ~~Capital~~toy ~~Resources~~products market.

Our Company’s total overhead expenses increased in 2024 compared to 2023, our Company’s ~~cash~~net interest income increased in 2024 compared to 2023 and our Company’s income tax benefit decreased in 2024 compared to 2023. As a result of these factors, our Company generated a net loss of $2,~~269~~678,~~200 at December~~900 31in 2024 compared to a net loss of $1,435,900 in 2023. ~~from~~Our Company had positive operating cash flow of $~~917~~594,~~400~~800 atin 2024. At December 31, ~~2022. During 2023~~2024, our Company ~~received~~had working capital of $512,~~000~~388,~~000~~300 ~~upon~~and ~~the~~stockholders’ ~~sale~~equity of 1$13,~~250~~639,~~000~~800. ~~shares~~For the full year of ~~its~~2023, ~~common~~our ~~stock~~Company ~~pursuant~~had to a ~~private~~net ~~placement,~~loss ~~used~~of $191,~~300~~435,900 inand ~~its~~had negative operating ~~activities,~~cash ~~used~~flow of $319,~~600~~300. At December 31,~~400~~ in2023, ~~its~~our ~~investing~~Company ~~activities~~had ~~and~~working capital of $2810,618,500 ~~for~~and ~~capital~~stockholders’ ~~expenditures~~equity of $12,382,500.

~~Our~~In ~~Company’s~~November ~~revenues decreased~~2018, ~~approximately~~our ~~55%~~Company negotiated toa $2150,~~083,900~~000 inrevolving ~~2023~~line ~~from~~of ~~$4,627,200~~credit in(“Line ~~2022~~of ~~primarily~~Credit”) aswith a ~~result~~bank ofto ~~lower~~provide ~~licensing~~a ~~revenue~~source ~~from~~of ~~the~~working ~~Company’s~~capital, if required. ~~licensees~~The inLine of Credit is secured by all the ~~entertainment~~assets of our Company and ~~toy~~bears ~~products~~interest ~~market.~~at ~~Our~~the ~~Company~~bank’s ~~gross~~prime ~~profit~~rate ~~decreased~~for ~~approximately~~a ~~72%~~period toof ~~$1,101,900~~one inyear ~~2023~~and ~~from~~its ~~$3,899,500~~prime inrate ~~2022~~plus ~~primarily~~1.5% asthereafter. aThe ~~result~~Line of ~~lower~~Credit ~~license~~is ~~fees~~subject ~~from~~to ~~our~~an ~~licensees~~annual inreview and quiet period. There have been no borrowings under the ~~entertainment~~Line of Credit since its inception and ~~toy~~the ~~products~~Line ~~market~~of Credit was terminated on July 13, 2023.

~~Our~~We ~~Company’s~~may ~~total overhead~~need ~~expenses increased in 2023 compared~~ to ~~2022,~~obtain ~~our Company’s net interest income increased in 2023 compared to 2022 and our~~additional ~~Company’s~~capital ~~income tax expense decreased~~ in ~~2023~~the ~~compared~~future to ~~2022.~~further Assupport athe ~~result~~working ofcapital ~~these~~requirements ~~factors,~~associated with our ~~Company~~existing ~~generated~~revenue abase ~~net~~and ~~loss of $1,435,900 in 2023 compared~~ to ~~net~~develop ~~income~~new revenue ~~of $1,813,100 in 2022~~sources. ~~Our~~We ~~Company~~cannot ~~had~~assure ~~positive~~you ~~operating~~that ~~cash~~we ~~flow~~will ofbe ~~$105,500~~successful in ~~2023. At~~obtaining ~~December~~such ~~31,~~additional ~~2023, our Company had working~~ capital ~~of $10~~,~~618,400~~ ~~and~~if ~~stockholders’ equity of $12,382,400~~needed. For the full year of 2022, our Company had net income of $1,813,100 and had negative operating cash flow of $8,100. At December 31, 2022, our Company had working capital of $6,421,800 and stockholders’ equity of $8,818,400.

In November 2018, our Company negotiated a $150,000 revolving line of credit (“Line of Credit”) with a bank to provide a source of working capital, if required. The Line of Credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The Line of Credit is subject to an annual review and quiet period. There have been no borrowings under the Line of Credit since its inception and the Line of Credit was terminated on July 13, 2023.18

WeOur ~~may~~plan ~~need~~of tooperation ~~obtain additional~~for ~~capital~~the intwelve months beginning with the ~~future~~date of this annual report consists of concentrating available human and financial resources to ~~further~~continue to ~~support~~capitalize on the ~~working~~specific ~~capital~~business ~~requirements~~relationships ~~associated~~our ~~with~~Company ~~our~~has ~~existing~~developed ~~revenue~~in ~~base~~the entertainment and totoy ~~develop~~products ~~new~~market. This includes ~~revenue~~two ~~sources~~licensees that have been marketing products incorporating the Company’s technologies since 2012. These two licensees maintain a significant presence in the entertainment and toy products market and are well known and highly regarded participants in this market. We ~~cannot~~anticipate ~~assure~~that ~~you~~these two licensees will expand their current offerings that weincorporate our technologies and will beintroduce ~~successful~~and market new products that will incorporate our technologies available to them under their license agreements with our Company. We will continue to develop various applications for these licensees. We also plan to expand our licensee base in ~~obtaining~~the ~~such~~entertainment and toy market. We currently have additional ~~capital,~~licensees ifmarketing ~~needed~~or developing products incorporating our technologies in certain geographic and niche markets of the overall entertainment and toy products market.

Our ~~plan~~Company ofmaintains ~~operation for~~its ~~the~~presence ~~twelve~~in ~~months beginning with~~ the ~~date~~retail ofloss ~~this~~prevention ~~annual~~market ~~report consists of concentrating available human~~ and ~~financial~~believes ~~resources~~that torevenue ~~continue to~~growth ~~capitalize on the specific business relationships our Company has developed~~ in ~~the~~this ~~entertainment~~market ~~and~~can ~~toy~~be ~~products~~achieved ~~market.~~through ~~This~~increased ~~includes~~security ~~two~~ink ~~licensees~~sales ~~that~~to ~~have~~its ~~been marketing products incorporating the Company’s technologies since 2012. These two~~ licensees ~~maintain a significant presence~~ in ~~the entertainment and toy products market and are well known and highly regarded participants in~~ this market. We ~~anticipate that these two licensees~~ will ~~expand~~continue ~~their~~to ~~current~~adjust ~~offerings that incorporate~~ our ~~technologies~~production and ~~will~~technical ~~introduce~~staff as necessary and, ~~market~~subject to ~~new~~available ~~products~~financial ~~that~~resources, ~~will~~invest ~~incorporate~~in ~~our~~capital ~~technologies~~equipment ~~available~~needed to ~~them~~support ~~under~~potential ~~their~~growth ~~license~~in ~~agreements~~ink ~~with~~production ~~our~~requirements ~~Company.~~beyond ~~We will continue~~our tocurrent ~~develop~~capacity. ~~various~~Additionally, ~~applications~~we ~~for~~will ~~these~~pursue ~~licensees.~~opportunities ~~We also plan~~ to ~~expand~~market our ~~licensee~~current ~~base~~technologies in ~~the~~specific ~~entertainment~~security and ~~toy market~~non-security markets. ~~We currently~~There ~~have~~can ~~additional~~be ~~licensees~~no ~~marketing~~assurances orthat ~~developing~~these ~~products~~efforts ~~incorporating~~will enable our ~~technologies~~Company into ~~certain~~generate ~~geographic~~additional ~~and~~revenues ~~niche markets of the overall entertainment~~ and ~~toy~~positive ~~products~~cash ~~market~~flow.

Our Company ~~maintains~~has ~~its~~received, ~~presence~~and may in the ~~retail~~future ~~loss~~seek, ~~prevention~~additional ~~market~~capital ~~and believes that revenue growth~~ in ~~this~~the ~~market~~form ~~can~~of bedebt, ~~achieved~~equity ~~through~~or ~~increased~~both, ~~security ink sales~~ to ~~its~~support ~~licensees in this market. We will continue to adjust~~ our ~~production~~working ~~and~~capital ~~technical~~requirements ~~staff as necessary~~ and, ~~subject~~ to ~~available~~provide ~~financial~~funding ~~resources,~~for ~~invest~~other inbusiness ~~capital~~opportunities. ~~equipment~~We ~~needed~~cannot toassure ~~support~~you ~~potential~~that ~~growth~~if inwe ~~ink~~require ~~production~~additional ~~requirements beyond our current capacity. Additionally~~capital, that we will ~~pursue~~be ~~opportunities to market our current technologies~~ successful in ~~specific~~obtaining ~~security~~such ~~and~~additional ~~non-security markets.~~capital, ~~There~~or ~~can~~that besuch noadditional ~~assurances~~capital, ~~that~~if ~~these~~obtained, ~~efforts~~ will enable our Company to generate additional revenues and positive cash flow.

~~Our~~As ~~Company~~previously ~~has received~~stated, we ~~and~~generate ~~may~~a significant portion of our total revenues from licensees in the ~~future~~entertainment ~~seek~~and toy products market. These licensees generally sell their products through retail outlets. In the future, ~~additional~~such ~~capital~~sales may be adversely affected by changes in ~~the~~consumer ~~form~~spending ofthat ~~debt,~~may occur ~~equity~~as ora ~~both,~~result toof ~~support~~an ~~our~~uncertain ~~working~~economic ~~capital~~environment ~~requirements~~in 2025 and tobeyond and its effect on the global economy, including geopolitical ~~provide~~instability ~~funding~~such ~~for~~as ~~other~~the ~~business~~Russia-Ukraine ~~opportunities.~~war Weand ~~cannot~~the ~~assure~~related ~~you~~supply ~~that~~chain ifdisruptions weas ~~require~~the ~~additional~~record ~~capital~~inflation, ~~that~~lower wedemand ~~will~~and ~~be successful~~significantly higher interest rates currently being experienced in ~~obtaining~~the ~~such~~United ~~additional~~States ~~capital,~~along orwith ~~that~~the ~~such~~probability ~~additional~~of ~~capital,~~an ifeconomic ~~obtained,~~recession ~~will~~both ~~enable~~in ~~our~~the United ~~Company~~States toand ~~generate~~globally. ~~additional~~As a result, our revenues , results of operations and ~~positive~~liquidity ~~cash~~may ~~flow~~be negatively impacted in future periods.

19Contractual Obligations

AsWe ~~previously~~conduct ~~stated,~~our weoperations ~~generate~~in aleased ~~significant~~facilities ~~portion~~under ofa ~~our~~non-cancelable ~~total~~operating ~~revenues~~lease ~~from~~expiring ~~licensees~~ in ~~the~~May ~~entertainment and toy products market~~2025. ~~These~~Future ~~licensees~~minimum ~~generally sell~~lease ~~their~~payments ~~products~~under ~~through~~this ~~retail~~operating ~~outlets.~~lease at InDecember ~~the future~~31, ~~such sales may be adversely affected by changes in consumer spending that may occur as a result of an uncertain economic environment in~~ 2024 ~~and~~are: ~~beyond~~$35,700. ~~due~~Total torental ~~the~~expense ~~ongoing~~under ~~COVID-19~~operating ~~pandemic~~leases ~~and~~was ~~its effect on the global economy~~$70,500 ~~geopolitical instability including the Russia-Ukraine war~~ and ~~the supply chain disruptions related to both as well as the record inflation~~$53,300 ~~lower~~for ~~demand and significantly higher interest rates currently being experienced in~~ the ~~United~~years ~~States~~ended ~~along~~December ~~with the probability~~31, of2024 ~~an economic recession both in the United States~~ and ~~globally. As a result~~December 31, ~~our revenues, results of operations and liquidity may be negatively impacted in future periods~~2023.

~~Contractual~~Recently ~~Obligations~~Adopted Accounting Pronouncements

WeIn ~~conduct~~June ~~our~~2016, ~~operations~~the FASB inissued ~~leased~~Accounting ~~facilities~~Standards ~~under~~Update a(ASU) ~~non~~No. 2016-~~cancelable~~13, ~~operating~~Financial ~~lease~~Instruments ~~expiring~~– Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in ~~2024~~this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. ~~Future~~The ~~minimum~~ASU ~~lease~~requires ~~payments~~an ~~under~~entity ~~this~~to ~~operating~~recognize ~~lease~~expected credit losses rather than incurred atlosses ~~December~~for ~~31,~~financial ~~2023~~assets. ~~are:~~The ~~$18,900~~amendments in this Update were extended by ASU No. ~~Total~~2019-10 ~~rental~~and ~~expense~~are ~~under~~effective ~~operating~~for ~~leases~~fiscal ~~was~~years ~~$53~~beginning after December 15,~~300~~ in2022, ~~each~~including ofinterim ~~the~~periods within fiscal years ~~ended~~beginning after December 3115, 2023. The Company adopted this new guidance effective January 1, 2023 ~~and~~utilizing ~~December~~the 31modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, ~~2022~~but did change how the allowance for credit losses is determined.

~~Recently~~Off-Balance ~~Adopted~~Sheet ~~Accounting Pronouncements~~Arrangements

~~In June 2016, the FASB issued Accounting Standards Update (ASU) No~~None. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update were extended by ASU No. 2019-10 and are effective for fiscal years beginning after December 15, 2022, including interim periods within fiscal years beginning after December 15, 2023. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance for credit losses is determined.

~~Off-Balance~~Item ~~Sheet~~7A. ~~Arrangements~~Quantitative and Qualitative Disclosures About Market Risk

~~None~~Not Applicable.

Item 7A8. ~~Quantitative~~Financial Statements and ~~Qualitative~~Supplementary ~~Disclosures About Market Risk~~Data

~~Not~~Our ~~Applicable~~Financial Statements are attached as Appendix A (following Exhibits) and included as part of this Form 10-K Report. A list of our Financial Statements is provided in response to Item 15 of this Form 10-K Report.

~~Item 8. Financial Statements and Supplementary Data~~19

~~Our~~Item ~~Financial~~9. ~~Statements are~~Changes ~~attached~~In asAnd ~~Appendix~~Disagreements AWith ~~(following~~Accountants ~~Exhibits)~~On Accounting and ~~included as part of this Form 10-K Report. A list of our~~ Financial ~~Statements is provided in response to Item 15 of this Form 10-K Report.~~Disclosure

20None.

Item 99A. ~~Changes~~Controls ~~In And Disagreements With Accountants On Accounting~~ and ~~Financial Disclosure~~Procedures

~~None.~~Evaluation of Disclosure Controls and Procedures

~~Item~~As 9Aof the end of the period covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. ~~Controls~~Our Company’s disclosure controls and ~~Procedures~~procedures are the controls and other procedures that we designed to ensure that our Company records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or submits to the Securities and Exchange Commission. Our principal executive officer and principal financial officer reviewed and participated in this evaluation. Based on this evaluation, our Company made the determination that its disclosure controls and procedures were effective.

~~Evaluation~~Management’s ofAnnual ~~Disclosure~~Report ~~Controls~~on ~~and~~Internal ~~Procedures~~Control Over Financial Reporting

AsOur ofmanagement ~~the~~is ~~end of the period~~responsible ~~covered~~for byestablishing ~~this~~and ~~report,~~maintaining ~~our~~adequate ~~Company~~internal ~~evaluated~~control ~~the~~over ~~effectiveness~~financial ~~and~~reporting, ~~design~~as ~~and~~such ~~operation~~term ofis ~~its~~defined ~~disclosure~~in ~~controls~~Exchange ~~and~~Act ~~procedures.~~Rules ~~Our~~13a-15(f) ~~Company’s disclosure controls~~ and ~~procedures~~15d-15(f). ~~are~~Under the ~~controls~~supervision and ~~other~~with ~~procedures~~the ~~that~~participation weof ~~designed~~management, toincluding ~~ensure~~our ~~that~~principal ~~our~~executive ~~Company~~officer ~~records,~~and principal ~~processes,~~financial ~~summarizes~~officer, ~~and~~we ~~reports~~conducted inan aevaluation ~~timely~~of ~~manner~~ the ~~information~~effectiveness ~~that~~of itour ~~must~~internal ~~disclose~~controls inover ~~reports~~financial ~~that~~reporting ~~our~~based ~~Company~~on ~~files~~the ~~with or~~framework ~~submits~~in toInternal ~~the~~Control ~~Securities~~- ~~and~~Integrated ~~Exchange~~Framework ~~Commission.~~issued ~~Our~~by ~~principal~~the ~~executive~~Committee ~~officer~~of ~~and~~Sponsoring ~~principal~~Organizations ~~financial~~of ~~officer~~the ~~reviewed~~Treadway ~~and~~Commission ~~participated in this evaluation~~(“COSO”). Based on this evaluation, ~~our~~management ~~Company~~has ~~made~~concluded ~~the determination~~ that ~~its~~our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~were~~reporting was effective as of December 31, 2024.

~~Management~~Our Company’s ~~Annual~~internal control ~~Report~~over onfinancial ~~Internal~~reporting ~~Control~~includes ~~Over~~policies ~~Financial~~and procedures that (1) pertain to maintenance of records that, in reasonable detail, ~~Reporting~~accurately and fairly reflect transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management, ~~is responsible~~including ~~for~~our ~~establishing~~principal ~~and~~executive ~~maintaining~~officer ~~adequate~~and ~~internal~~principal ~~control over~~ financial ~~reporting~~officer, asdoes ~~such~~not ~~term~~expect isthat ~~defined~~our indisclosure ~~Exchange~~controls ~~Act~~or ~~Rules~~our ~~13a-15(f)~~internal control ~~and~~over ~~15d-15(f).~~financial ~~Under~~reporting ~~the~~will ~~supervision~~prevent or detect all errors and ~~with~~all ~~the~~fraud. ~~participation~~A ofcontrol ~~management~~system, ~~including~~no ~~our~~matter ~~principal~~how ~~executive~~well ~~officer~~designed and ~~principal~~operated, ~~financial~~can ~~officer,~~provide weonly ~~conducted~~reasonable, annot ~~evaluation~~absolute, ofassurance that the ~~effectiveness~~control ofsystem’s ~~our~~objectives ~~internal~~will ~~controls~~be met. Internal control over financial reporting ~~based~~is ona ~~the~~process ~~framework~~ that involves human diligence and compliance and is subject to lapses in ~~Internal~~judgment ~~Control~~and -breakdowns ~~Integrated~~resulting ~~Framework~~from human ~~issued~~failures. byIn addition, the ~~Committee~~design of ~~Sponsoring~~any ~~Organizations~~system of ~~the~~controls ~~Treadway~~is ~~Commission~~based ~~(“COSO”). Based~~in part on ~~this~~certain ~~evaluation~~assumptions about the likelihood of future events, ~~management~~and ~~has~~controls ~~concluded~~may ~~that~~become ~~our~~inadequate ~~internal~~if ~~control~~conditions ~~over~~change. ~~financial~~There ~~reporting~~can ~~was~~be ~~effective~~no asassurance ofthat ~~December~~any ~~31,~~design will succeed in achieving its ~~2023~~stated goals under all potential future conditions.

~~Our Company’s internal~~ This ~~control~~Annual ~~over~~Report ~~financial~~on ~~reporting~~Form ~~includes~~10-K ~~policies~~does ~~and~~not ~~procedures~~include ~~that~~an ~~(1)~~attestation ~~pertain~~report ~~to maintenance~~ of ~~records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of~~ our ~~Company;~~registered ~~(2)~~public ~~provide~~accounting ~~reasonable~~firm ~~assurance~~regarding ~~that~~internal ~~transactions~~control ~~are~~over ~~recorded as necessary to permit preparation of~~ financial ~~statements~~reporting. inManagement’s ~~accordance~~report ~~with~~was ~~generally~~not ~~accepted~~subject ~~accounting~~to ~~principles,~~attestation ~~and that~~by ~~receipts and expenditures of~~ our ~~Company~~registered ~~are~~public ~~being~~accounting ~~made~~firm ~~only~~pursuant into the ~~accordance~~Dodd-Frank ~~with~~Wall ~~authorizations~~Street ofReform ~~management~~ and ~~directors~~Consumer ofProtection ~~our Company;~~Act, ~~and~~which ~~(3)~~permits ~~provide~~us ~~reasonable~~to ~~assurance~~provide ~~regarding~~only ~~prevention or timely detection of unauthorized acquisition, use, or disposition of the Company~~management’s ~~assets~~report ~~that~~in ~~could~~this ~~have~~Annual Report ~~a material effect~~ on ~~the~~Form ~~financial statements~~10-K.

~~Our~~Changes ~~management,~~in ~~including our~~Company principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and controls may become inadequate if conditions change. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Controls

~~This~~No ~~Annual~~change ~~Report on~~in ~~Form 10-K does not include an attestation report of~~ our ~~registered public accounting firm regarding~~ Company’s internal control over financial reporting. ~~Management’s~~occurred ~~report~~during ~~was not subject to attestation by~~ our ~~registered~~fourth ~~public~~fiscal ~~accounting~~quarter ~~firm~~that ~~pursuant~~has tomaterially ~~the Dodd-Frank Wall Street Reform and Consumer Protection Act~~affected, ~~which~~or ~~permits~~is usreasonably likely to ~~provide~~materially ~~only~~affect, ~~management’s~~our ~~report~~internal incontrol ~~this~~over ~~Annual~~financial ~~Report on Form 10-K~~reporting.

~~Changes in Company Internal Controls~~20

NoItem ~~change~~9B. inOther our Company’s internal control over financial reporting occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Information

~~Item~~From ~~9B.~~time ~~Other~~to ~~Information~~time, certain of our executive officers and directors have, and we expect they will in the future, enter into, amend or terminate written trading arrangements pursuant to Rule 10b5-1 of the Securities and Exchange Act or otherwise.

From time to time, certain of our executive officers and directors have, and we expect they will in the future, enter into, amend or terminate written trading arrangements pursuant to Rule 10b5-1 of the Securities and Exchange Act or otherwise. For the quarter ended December 31, ~~2023~~2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and/or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

~~Item~~On 9CMarch 21, 2025, the Company and NE IND OWNER-1 LLC (the “Landlord”) entered into a second amendment (the “2025 Lease Amendment”) to the lease agreement, dated December 12, 2013 (as previously amended, the “Lease Agreement”), by and between the Company and the Landlord relating to premises at 480 Shoemaker Road, King of Prussia, PA 19406. The ~~Disclosure~~Amendment ~~Regarding~~provides ~~Foreign~~for ~~Jurisdictions~~an ~~that~~extension ~~Prevent~~of the term to December 31, 2027, and for monthly rent payments of, ~~Inspections~~initially, $7,147.00, escalating annually by 3.5%.

~~Not~~Other ~~Applicable~~than as set forth above, the terms of the Lease Agreement remain unchanged.

21The foregoing summary is qualified in its entirety by reference to the 2025 Lease Amendment, which is filed as exhibit 10.12 to this Annual Report on Form 10-K.

~~PART~~Item ~~III~~9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~Item~~Not 10Applicable. ~~Directors, Executive Officers and Corporate Governance~~

~~The information required by this Item is incorporated by reference from the information contained within our Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders.~~21

~~We have adopted a code~~PART of business conduct and ethics, called the Code of Business Conduct and Ethics, that applies to all of our directors, officers, including our principal executive, financial and accounting officers, and employees. We intend to provide amendments or waivers to our Code of Business Conduct and Ethics for any of our directors and principal officers on our website. The reference to our website address does not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this Report on Form 10-K.III

Item 1110. Directors, Executive ~~Compensation~~Officers and Corporate Governance

The information required by this Item is incorporated by reference from the information contained within our Company’s definitive proxy statement for the ~~2024~~2025 Annual Meeting of Stockholders.

~~Item~~We 12have adopted a code of business conduct and ethics, called the Code of Business Conduct and Ethics, that applies to all of our directors, officers, including our principal executive, financial and accounting officers, and employees. ~~Security~~We ~~Ownership~~intend to provide amendments or waivers to our Code of Business ~~Certain~~Conduct ~~Beneficial~~and ~~Owners~~Ethics for any of our directors and principal officers on our website. The reference to our website address does ~~Management~~not constitute incorporation by reference of any of the information contained on the website, and ~~Related~~such ~~Stockholder~~information ~~Matters~~is not a part of this Report on Form 10-K.

~~The information required by this~~ Item is11. ~~incorporated~~Executive ~~by reference from the information contained within our Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders.~~Compensation

The information required by this Item ~~13.~~is ~~Certain~~incorporated ~~Relationships~~by ~~and~~reference ~~Related~~from ~~Transactions,~~the ~~and~~information contained within our Company’s definitive proxy statement for the ~~Director~~2025 ~~Independence~~Annual Meeting of Stockholders.

~~The information required by this~~ Item is12. ~~incorporated~~Security byOwnership ~~reference~~of ~~from~~Certain ~~the~~Beneficial ~~information~~Owners ~~contained~~and ~~within~~Management ~~our~~and ~~Company’s~~Related ~~definitive~~Stockholder ~~proxy statement for the 2024 Annual Meeting of Stockholders.~~Matters

The information required by this Item ~~14.~~is ~~Principal~~incorporated ~~Accountant~~by ~~Fees~~reference ~~and~~from ~~Services~~the information contained within our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders.

22The information required by this Item is incorporated by reference from the information contained within our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders.

~~PART~~Item IV14. Principal Accountant Fees and Services

The information required by this Item ~~15.~~is incorporated ~~Exhibit~~by ~~and~~reference ~~Financial~~from ~~Statement~~the ~~Schedules~~information contained within our Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders.

~~(a) The following Audited Financial Statements are filed as part of this Form 10-K Report:~~22

~~Report of Independent Registered Public Accounting FirmBalance~~PART ~~SheetsStatements of Comprehensive Income Statement of Stockholders’ Equity Statements of Cash Flows Notes to Financial Statements~~IV

~~(b)~~Item ~~The~~15. ~~following~~Exhibit ~~exhibits~~and ~~are~~Financial ~~filed~~Statement ~~as part of this report.~~Schedules

~~See~~(a) ~~Exhibit~~The ~~Index.~~following Audited Financial Statements are filed as part of this Form 10-K Report:

~~Item~~Report ~~16.~~of ~~Form~~Independent ~~10-K~~Registered ~~Summary~~Public Accounting Firm Balance Sheets Statements of Comprehensive Income (Loss) Statement of Stockholders’ Equity Statements of Cash Flows Notes to Financial Statements

~~None~~(b) The following exhibits are filed as part of this report.

23See Exhibit Index.

~~SIGNATURES~~Item 16. Form 10-K Summary

~~Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~None.

Date: March 25, 2024	NOCOPI TECHNOLOGIES, INC.
	By:	/s/ Michael S. Liebowitz
		Michael S. LiebowitzChairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.SIGNATURES

/s/ Michael S. Liebowitz	Chairman of the Board, President and	March 25, 2024
Michael S. Liebowitz	Chief Executive Officer (Principal Executive Officer)
/s/ Debra E. Glickman	Chief Financial Officer	March 25, 2024
Debra E. Glickman	(Principal Financial and Accounting Officer)
/s/ Jacqueline J. Goldman	Director	March 25, 2024
Jacqueline J. Goldman
/s/ Matthew C. Winger	Director	March 25, 2024
Matthew C. Winger

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 25, 2025	NOCOPI TECHNOLOGIES, INC.

	By:	/s/ Matthew C. Winger
		Matthew C. Winger Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

FPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

INDEX TO FINANCIAL STATEMENTS

/s/ Matthew C. Winger	Chairman of the Board, President and	March 25, 2025
Matthew C. Winger	Chief Executive Officer (Principal Executive Officer)

/s/ Debra E. Glickman	Chief Financial Officer	March 25, 2025
Debra E. Glickman	(Principal Financial and Accounting Officer)

/s/ Jacqueline J. Goldman	Director	March 25, 2025
Jacqueline J. Goldman

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2023 and 2022	F-3
Statements of Comprehensive Income (Loss) for the Years ended December 31, 2023 and 2022	F-4
Statement of Stockholders’ Equity for the Years ended December 31, 2023 and 2022	F-5
Statements of Cash Flows for the Years ended December 31, 2023 and 2022	F-6
Notes to Financial Statements	F-7

~~F-1~~INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Reports of Independent Registered Public Accounting Firm
Stephano Slack LLC, For the year ended December 31, 2024 (PCAOB ID#03523)	F-2
Morison Cogen LLP, For the year ended December 31, 2023 (PCAOB ID#00536)	F-3

Balance Sheets as of December 31, 2024 and 2023	F-4

Statements of Comprehensive Loss for the Years ended December 31, 2024 and 2023	F-5

Statement of Stockholders’ Equity for the Years ended December 31, 2024 and 2023	F-6

Statements of Cash Flows for the Years ended December 31, 2024 and 2023	F-7

Notes to Financial Statements	F-8

~~To the Board of Directors and Stockholders of Nocopi Technologies, Inc.~~F-1

~~Opinion~~REPORT onOF ~~the~~INDEPENDENT ~~Financial~~REGISTERED ~~Statements~~PUBLIC ACCOUNTING FIRM

WeTo ~~have audited~~ the ~~accompanying~~Board ~~balance sheets~~ of ~~Nocopi~~ ~~Technologies,~~Directors ~~Inc. (the Company) as of December 31, 2023~~ and ~~2022, and the related statements of comprehensive income~~ ~~(loss),~~Stockholders ~~stockholders’ equity, and cash flows for each~~ of ~~the~~Nocopi ~~two years in the period ended December 31~~Technologies, ~~2023, and the related notes (collectively referred to as the financial statements)~~Inc. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~Opinion ~~for~~on ~~Opinion~~the Financial Statements

~~These~~We ~~financial~~have ~~statements~~audited ~~are~~ the ~~responsibility~~ accompanying balance sheet of Nocopi Technologies, Inc. (the Company’s) ~~management.~~as ~~Our~~of ~~responsibility~~December 31, 2024, isand tothe ~~express~~related anstatements ~~opinion~~of oncomprehensive ~~the~~loss, ~~Company~~stockholders’s equity, ~~financial~~and ~~statements~~cash ~~based~~flows onfor ~~our audits.~~the Weyear ~~are~~ended aDecember ~~public~~31, ~~accounting~~2024, ~~firm~~and ~~registered~~the ~~with~~related ~~the~~notes ~~Public~~(collectively ~~Company~~referred ~~Accounting~~to ~~Oversight~~as ~~Board~~the ~~(United~~financial ~~States~~statements). In ~~(PCAOB)~~our ~~and~~opinion, ~~are required~~the tofinancial bestatements ~~independent~~present ~~with~~fairly, ~~respect~~in toall material respects, the financial position of the Company inas ~~accordance~~of ~~with~~December 31, 2024, and the ~~U.S.~~results ~~federal~~of ~~securities~~its ~~laws~~operations and its cash flows for the ~~applicable~~year ~~rules~~ended ~~and regulations~~December 31, 2024, ofin ~~the~~conformity ~~Securities~~with ~~and~~accounting ~~Exchange~~principles generally ~~Commission~~accepted ~~and~~in the ~~PCAOB~~United States of America.

WeBasis conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for ~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Opinion

~~Our~~These ~~audits~~financial ~~included~~statements ~~performing~~are ~~procedures to assess~~ the ~~risks~~ responsibility of ~~material~~the ~~misstatement~~Company’s ofmanagement. ~~the~~Our ~~financial~~responsibility ~~statements,~~is ~~whether~~to ~~due~~express toan ~~error~~opinion oron ~~fraud,~~the ~~and~~Company’s ~~performing~~financial ~~procedures~~statements ~~that~~based ~~respond~~on our toaudit. ~~those~~We ~~risks.~~are ~~Such~~a ~~procedures~~public ~~included~~accounting ~~examining,~~firm onregistered awith ~~test~~the ~~basis,~~Public ~~evidence~~Company ~~regarding~~Accounting ~~the~~Oversight ~~amounts~~Board ~~and~~(United ~~disclosures~~States) in(PCAOB) ~~the~~and ~~financial~~are ~~statements.~~required ~~Our~~to ~~audits~~be ~~also~~independent ~~included~~with ~~evaluating~~respect to the ~~accounting~~Company ~~principles~~in ~~used~~accordance ~~and~~with ~~significant~~the ~~estimates~~U.S. ~~made~~federal bysecurities ~~management,~~laws asand ~~well as evaluating~~ the ~~overall~~applicable ~~presentation~~rules and regulations of the ~~financial~~Securities ~~statements.~~and WeExchange ~~believe~~Commission ~~that~~and ~~our~~the ~~audits provide a reasonable basis for our opinion~~PCAOB.

~~Critical~~We ~~Audit~~conducted ~~Matters~~our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Critical~~Our audit ~~matters~~included ~~are~~performing ~~matters~~procedures ~~arising~~to ~~from~~assess the ~~current~~risks ~~period~~of ~~audit~~material misstatement of the financial statements, ~~that~~whether ~~were~~due ~~communicated~~to error or ~~required~~fraud, toand beperforming ~~communicated~~procedures that respond to ~~the~~those ~~audit~~risks. ~~committee~~Such ~~and that:~~procedures ~~(1)~~included ~~relate~~examining, toon ~~accounts~~a ortest ~~disclosures~~basis, ~~that~~evidence ~~are~~regarding ~~material~~the toamounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and ~~(2)~~significant ~~involved~~estimates ~~our~~made ~~especially~~by ~~challenging~~management, as well as evaluating ~~subjective,~~the oroverall ~~complex~~presentation ~~judgments~~of the financial statements. We ~~determined~~believe that ~~there~~our ~~are~~audit noprovides ~~critical~~a ~~audit~~reasonable ~~matters~~basis for our opinion.

~~/s/~~Critical ~~Morison~~Audit ~~Cogen LLP (PCAOB-536)~~Matters

WeCritical ~~have~~audit ~~served~~matters asare matters arising from the ~~Company’s~~current ~~auditor~~period ~~since~~audit of the financial statements that were communicated or required to be communicated to the audit committee and ~~2001~~that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~Blue~~/s/ ~~Bell,~~Stephano ~~Pennsylvania~~Slack LLC

~~March~~We ~~25,~~have served as the Company’s auditor since 2024.

~~F-2~~Wayne, Pennsylvania

~~Nocopi~~March ~~Technologies~~25, Inc. Balance Sheets*2025

	December 31
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	2,269,200		$	917,400
Accounts receivable less $12,000 allowance for credit losses		1,120,700			1,103,500
Inventory		448,000			486,400
Interest Receivable		160,000			35,200
Short-term investments		7,985,600			4,385,200
Prepaid and other		121,800			103,300
Total current assets		12,105,300			7,031,000
Fixed assets
Leasehold improvements		81,500			58,400
Furniture, fixtures and equipment		169,800			164,400
Fixed assets, gross		251,300			222,800
Less: accumulated depreciation and amortization		214,800			167,800
Total fixed assets		36,500			55,000
Other assets
Long-term receivables		1,838,500			2,463,100
Operating lease right of use - building		17,600			68,300
Total other assets		1,856,100			2,531,400
Total assets	$	13,997,900		$	9,617,400
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	27,500		$	97,700
Accrued expenses		94,600			173,700
Stock compensation payable		1,347,100			—
Income taxes		—			287,100
Operating lease liability - current		17,600			50,700
Total current liabilities		1,486,800			609,200
Other liabilities
Accrued expenses, non-current		128,600			172,200
Operating lease liability - non-current		—			17,600
Total other liabilities		128,600			189,800
Commitments and contingencies
Stockholders’ equity
Series A preferred stock, $1.00 par value, authorized - 300,000 shares, Issued and outstanding - none		—			—
Common stock, $0.01 par value, authorized - 75,000,000 shares, Issued and outstanding - 2023 - 10,501,178 shares; 2022 - 9,251,178 shares		105,000			92,500
Paid-in capital		21,647,100			16,659,600
Accumulated deficit		(9,369,600	)		(7,933,700	)
Total stockholders’ equity		12,382,500			8,818,400
Total liabilities and stockholders’ equity	$	13,997,900		$	9,617,400

F-2

*TheREPORT ~~accompanying~~OF ~~notes~~INDEPENDENT ~~are~~REGISTERED anPUBLIC ~~integral part of these~~ACCOUNTING ~~financial statements.~~FIRM

~~F-3~~To the Board of Directors and Stockholders of Nocopi Technologies, Inc.

~~Nocopi~~Opinion ~~Technologies,~~on ~~Inc. Statements~~the ofFinancial Comprehensive Income (Loss)*Statements

	Years ended December 31
	2023			2022
Revenues
Licenses, royalties and fees	$	563,200		$	3,613,000
Product and other sales		1,520,700			1,014,200
Total revenues		2,083,900			4,627,200
Cost of revenues
Licenses, royalties and fees		214,100			174,200
Product and other sales		767,900			553,500
Total cost of revenues		982,000			727,700
Gross profit		1,101,900			3,899,500
Operating expenses
Research and development		163,400			140,400
Sales and marketing		270,800			494,500
General and administrative		2,538,300			1,219,200
Total operating expenses		2,972,500			1,854,100
Net income (loss) from operations		(1,870,600	)		2,045,400
Other income (expenses)
Interest income		326,900			64,200
Interest expense and bank charges		(14,900	)		(2,000	)
Total other income (expenses)		312,000			62,200
Net income (loss) before income taxes		(1,558,600	)		2,107,600
Income taxes provision (benefit)		(122,700	)		294,500
Net income (loss)	$	(1,435,900	)	$	1,813,100
Net income (loss) per common share
Basic	$	(.15	)	$	.24
Diluted	$	(.15	)	$	.24
Weighted average common shares outstanding
Basic		9,667,845			7,584,511
Diluted		9,667,845			7,584,511

We have audited the accompanying balance sheet of Nocopi Technologies, Inc. (the Company) as of December 31, 2023, and the related statements of comprehensive income, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

*TheBasis ~~accompanying~~for ~~notes are an integral part of these financial statements.~~Opinion

~~F-4~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Nocopi~~We ~~Technologies~~conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~Inc~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, ~~Statement~~an audit of ~~Stockholders’~~its Equity*internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal ~~For~~control over financial reporting, but not for the ~~Period~~purpose ~~January~~of 1,expressing ~~2022~~an ~~through~~opinion ~~December~~on 31the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2023~~we express no such opinion.

	Common stock				Paid-in Capital		Accumulated Deficit			Total
	Shares		Amount
Balance - January 1, 2022		6,751,178	$	67,500	$	13,184,600	$	(9,746,800	)	$	3,505,300
Sales of common stock		2,500,000		25,000		3,475,000		—			3,500,000
Net income		—		—		—		1,813,100			1,813,100
Balance - December 31, 2022		9,251,178		92,500		16,659,600		(7,933,700	)		8,818,400
Sales of common stock		1,250,000		12,500		4,987,500		—			5,000,000
Net loss		—		—		—		(1,435,900	)		(1,435,900	)
Balance - December 31, 2023		10,501,178	$	105,000	$	21,647,100	$	(9,369,600	)	$	12,382,500

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

*TheCritical ~~accompanying~~Audit ~~notes are an integral part of these financial statements.~~Matters

~~F-5~~Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~Nocopi~~/s/ ~~Technologies,~~Morison ~~Inc. Statements~~Cogen ofLLP Cash Flows*(PCAOB-536)

	Years ended December 31
	2023			2022
Operating Activities
Net income (loss)	$	(1,435,900	)	$	1,813,100
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization		47,000			34,100
Stock based compensation		1,347,100			—
Interest Income accrued		(124,800	)		(35,200	)
(Increase) decrease in assets
Accounts receivable		(17,200	)		(132,700	)
Inventory		38,400			(63,700	)
Prepaid and other		(18,500	)		56,700
Long-term receivables		675,300			(2,230,600	)
Increase (decrease) in liabilities
Accounts payable and accrued expenses		(243,600	)		227,900
Income taxes		(287,100	)		287,100
Net cash used in operating activities		(19,300	)		(43,300	)
Investing Activities
Purchase of short-term investments		(3,600,400	)		(4,385,200	)
Additions to fixed assets		(28,500	)		(800	)
Net cash used in investing activities		(3,628,900	)		(4,386,000	)
Financing Activities
Issuance of common stock		5,000,000			3,500,000
Net cash provided by financing activities		5,000,000			3,500,000
Increase (decrease) in cash and cash equivalents		1,351,800			(929,300	)
Cash and Cash Equivalents
Beginning of year		917,400			1,846,700
End of year	$	2,269,200		$	917,400
Cash paid for taxes	$	176,700		$	—
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accumulated depreciation and amortization	$	—		$	500
Furniture, fixtures and equipment	$	—		$	(500	)

We have served as the Company’s auditor from 2001 to 2024.

*TheBlue ~~accompanying~~Bell, ~~notes are an integral part of these financial statements.~~Pennsylvania

~~F-6~~March 25, 2025

~~NOCOPI TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2023 and 2022~~F-3

1. Nocopi ~~Organization~~Technologies, ofInc. Balance ~~the Company~~Sheets*

Nocopi Technologies, Inc. (the “Company”) is organized under the laws of the State of Maryland. Its main business activities are the development and distribution of document security products and the licensing of its patented reactive ink technologies for the Entertainment and Toy and the Document and Product Authentication markets in the United States and foreign countries. Our Company operates in one principal industry segment.


	December 31
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	10,839,700		$	2,269,200
Accounts receivable less $12,000 allowance for credit losses for December 31, 2024 and 2023		1,234,500			1,120,700
Inventory, net of allowance of $85,400 and $126,900		349,600			448,000
Interest Receivable		—			160,000
Short-term investments		—			7,985,600
Prepaid and other		155,700			121,800
Total current assets		12,579,500			12,105,300
Fixed assets
Leasehold improvements		81,500			81,500
Furniture, fixtures and equipment		179,700			169,800
Fixed assets, gross		261,200			251,300
Less: accumulated depreciation and amortization		244,500			214,800
Total fixed assets		16,700			36,500
Other assets
Long-term receivables		1,292,800			1,838,500
Operating lease right of use - building		32,400			17,600
Total other assets		1,325,200			1,856,100
Total assets	$	13,921,400		$	13,997,900
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	20,900		$	27,500
Accrued expenses		108,300			94,600
Stock compensation payable		26,800			1,347,100
Operating lease liability - current		35,200			17,600
Total current liabilities		191,200			1,486,800

Long-term liabilities
Accrued expenses, non-current		90,400			128,600
Total liabilities		281,600			1,615,400
Commitments and contingencies
Stockholders’ equity
Series A preferred stock, $1.00 par value, authorized - 300,000 shares, Issued and outstanding		—			—
Common stock, $0.01 par value, authorized - 75,000,000 shares, Issued and outstanding - 2024 - 10,792,913 shares; 2023 - 10,501,178 shares		107,900			105,000
Paid-in capital		25,580,400			21,647,100
Accumulated deficit		(12,048,500	)		(9,369,600	)
Total stockholders’ equity		13,639,800			12,382,500
Total liabilities and stockholders’ equity	$	13,921,400		$	13,997,900

2.*The ~~Significant~~accompanying ~~Accounting~~notes ~~Policies~~are an integral part of these financial statements.

~~Financial Statement Presentation~~ F- ~~Amounts included in the accompanying financial statements have been rounded to the nearest hundred, except for number of shares and per share information.~~4

~~Estimates~~Nocopi -Technologies, ~~The preparation of the financial~~Inc. ~~statements~~Statements ~~in conformity with Accounting Principles Generally Accepted in the United States requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~Comprehensive and liabilities and disclosure of contingent liabilities at the dates of financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.Loss*

Cash and cash equivalents consist of demand deposits, money-market funds and investment securities consisting of short-term U.S. Treasury Bills with maturities of less than one year held by a major U.S. bank.


	Years ended December 31
	2024			2023
Revenues
Licenses, royalties and fees	$	511,500		$	563,200
Product and other sales		1,606,300			1,520,700
Total revenues		2,117,800			2,083,900
Cost of revenues
Licenses, royalties and fees		218,800			214,100
Product and other sales		798,700			767,900
Total cost of revenues		1,017,500			982,000
Gross profit		1,100,300			1,101,900
Operating expenses
Research and development		178,200			163,400
Sales and marketing		322,400			270,800
General and administrative		3,900,000			2,538,300
Total operating expenses		4,400,600			2,972,500
Net loss from operations		(3,300,300	)		(1,870,600	)
Other income (expenses)
Other income		84,000			—
Interest income		560,700			326,900
Interest expense and bank charges		(23,300	)		(14,900	)
Total other income		621,400			312,000
Net loss before income taxes		(2,678,900	)		(1,558,600	)
Income taxes (benefit)		—			(122,700	)
Net loss	$	(2,678,900	)	$	(1,435,900	)
Net loss per common share
Basic and Diluted	$	(.25	)	$	(.15	)
Weighted average common shares outstanding
Basic and Diluted		10,531,797			9,667,845

~~Investments include~~*The ~~any~~accompanying ~~security~~notes ~~for~~are ~~which~~an ~~the~~integral ~~Company~~part of ~~has~~these ~~the~~financial ~~positive intent and ability to hold until maturity~~statements. ~~These securities are carried at amortized cost.~~

~~Fair Value of Financial Instruments~~ F- The Company’s financial instruments consist of cash and cash equivalents, receivables, short-term investments and trade and other payables. The carrying value of cash and cash equivalents, receivables, short-term investments and trade and other payables approximate their fair value because of their short maturities.5

~~The~~Nocopi ~~framework~~Technologies, ~~for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value~~Inc. ~~The hierarchy gives~~ ~~the~~Statement ~~highest~~of ~~priority~~Stockholders’ ~~to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority~~Equity* toFor ~~unobservable inputs (Level 3). The three levels of~~ the ~~fair~~Period ~~value~~January ~~hierarchy~~1, ~~under~~2023 ~~FASB~~through ~~ASC~~December ~~820~~31, ~~are described as follows:~~2024

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access.


	Common stock				Paid-in Capital		Accumulated Deficit			Total
	Shares		Amount
Balance - January 1, 2023		9,251,178	$	92,500	$	16,659,600	$	(7,933,700	)	$	8,818,400
Sales of common stock		1,250,000		12,500		4,987,500		—			5,000,000
Net loss		—		—		—		(1,435,900	)		(1,435,900	)
Balance - December 31, 2023		10,501,178		105,000		21,647,100		(9,369,600	)		12,382,500
Issuance of common stock		291,735		2,900		3,933,300		—			3,936,200
Net loss		—		—		—		(2,678,900	)		(2,678,900	)
Balance - December 31, 2024		10,792,913	$	107,900	$	25,580,400	$	(12,048,500	)	$	13,639,800

~~Level~~*The 2accompanying ~~Inputs~~notes toare ~~the~~an ~~valuation~~integral part ~~methodology~~of ~~include:~~these financial statements.

~~● quoted prices for similar assets or liabilities in active markets;~~F-6

●Nocopi ~~quoted~~Technologies, ~~prices for identical~~Inc. orStatements ~~similar~~of ~~assets~~Cash ~~or liabilities in inactive markets;~~Flows*

● inputs other than quoted prices that are observable for the asset or liability;


	Years ended December 31
	2024			2023
Operating Activities
Net loss	$	(2,678,900	)	$	(1,435,900	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		29,700			47,000
Stock based compensation		2,615,900			1,347,100
Amortization of operating lease right of use-building		68,200			50,600
Inventory reserve		(41,500	)		(13,200	)
(Increase) decrease in assets
Accounts receivable		(113,800	)		(17,200	)
Inventory		139,900			51,600
Interest receivable		160,000			(124,800	)
Prepaid and other		(33,900	)		(18,500	)
Long-term receivables		545,700			624,600
Increase (decrease) in liabilities
Accounts payable		(6,600	)		(70,200	)
Accrued expenses		(24,500	)		(122,700	)
Operating lease liability		(65,400	)		(50,600	)
Taxes on income		—			(287,100	)
Net cash provided by (used in) operating activities		594,800			(19,300	)

Investing Activities
Purchase of short-term investments		—			(3,600,400	)
Proceeds from sale of short-term investment		7,985,600			—
Purchase of fixed assets		(9,900	)		(28,500	)
Net cash provided by (used in) investing activities		7,975,700			(3,628,900	)

Financing Activities
Issuance of common stock		—			5,000,000
Net cash provided by financing activities		—			5,000,000

Increase in cash and cash equivalents		8,570,500			1,351,800

Cash and Cash Equivalents
Beginning of year		2,269,200			917,400
End of year	$	10,839,700		$	2,269,200

Cash paid for taxes	$	—		$	176,700

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Right of use asset and liability	$	83,000		$	—

●*The ~~inputs~~accompanying ~~that~~notes are ~~derived principally~~an ~~from~~integral orpart ~~corroborated~~of bythese financial ~~observable market data by correlation or other means~~statements.

~~If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.~~F-7

~~Level~~NOCOPI 3TECHNOLOGIES, ~~Inputs~~INC. NOTES toTO ~~the~~FINANCIAL ~~valuation~~STATEMENTS ~~methodology~~December ~~are~~31, ~~unobservable~~2024 and ~~significant to the fair value measurement.~~2023

~~The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement~~1. ~~Valuation~~Organization ~~techniques maximize the use~~ of ~~relevant observable inputs and minimize~~ the ~~use of unobservable inputs.~~Company

~~The~~Nocopi ~~following~~Technologies, isInc. a(the ~~description~~“Company”) is organized under the laws of the ~~valuation~~State ~~methodologies~~of ~~used~~Maryland. ~~for~~Its ~~assets~~main ~~measured~~business atactivities ~~fair~~are ~~value~~the asdevelopment and distribution of ~~December~~document ~~31,~~security products ~~2023~~and the licensing of its patented reactive ink technologies for the Entertainment and ~~December~~Toy ~~31,~~and ~~2022~~the Document and Product Authentication markets in the United States and foreign countries. Our Company operates in one principal industry segment.

~~Short-term investments - Level~~ 2. ~~financial instrument:~~Significant ~~Valued~~Accounting ~~using quoted prices in active markets for identical assets.~~ Policies

~~Accounts~~Financial ~~receivable~~Statement ~~and~~Presentation ~~credit policies~~ - Amounts ~~Accounts~~included ~~receivable~~in ~~are~~the ~~uncollateralized~~accompanying ~~customer~~financial ~~obligations~~statements ~~due~~have ~~under~~been ~~normal~~rounded ~~trade~~to ~~terms generally requiring payment within 30 days from~~ the ~~invoice~~nearest ~~date.~~hundred, ~~Customer~~except ~~account~~for ~~balances~~number ~~with~~of ~~invoices~~shares ~~dated~~and ~~over~~per ~~90 days old are considered delinquent~~share information.

Estimates - The ~~carrying~~ ~~amount~~preparation of ~~accounts~~the ~~receivable~~financial statements isin ~~reduced~~conformity bywith anAccounting ~~allowance~~Principles ~~that~~Generally ~~reflects~~Accepted in the United States requires management’s ~~best~~to ~~estimate~~make ofestimates and assumptions that affect the reported amounts ~~that~~of assets and liabilities and disclosure of contingent liabilities at the dates of financial ~~will~~statements ~~not~~and bethe ~~collected~~ reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

FCash and cash equivalents consist of demand deposits, money-7market funds and investment securities consisting of short-term U.S. Treasury Bills with maturities of less than one year held by a major U.S. bank.

~~Accounts~~Investments ~~receivable~~include ~~are~~any ~~presented~~security ~~net of an allowance~~ for ~~credit losses,~~ which isthe ~~an estimate of amounts that may not be collectible. The~~ Company ~~uses~~has ~~historical loss information based on~~ the ~~aging~~positive ofintent ~~receivables, adjusted for management’s expectations about current~~ and ~~future~~ability ~~economic conditions, as the basis~~ to ~~determine expected~~hold ~~credit~~until ~~losses~~maturity. ~~Management~~These ~~exercises~~securities ~~significant~~are ~~judgment~~carried ~~in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, and the creditworthiness of counterparties. Management believes that the composition of receivables~~ at ~~year-end is~~amortized ~~consistent with historical conditions as credit terms and practices and the client base has not changed significantly~~cost.

~~Inventory consists~~Fair ~~primarily~~Value of Financial Instruments - The ~~ink~~Company’s ~~components~~financial instruments consist of cash and iscash ~~stated~~equivalents, atreceivables, ~~the~~short-term ~~lower~~investments and trade and other payables. The carrying value of ~~cost~~cash ~~(determined~~and bycash ~~the~~equivalents, ~~first-in~~receivables, ~~first~~short-~~out~~term ~~method)~~investments orand ~~net~~trade ~~realizable~~and other payables approximate their fair value because of their short maturities.

~~Fixed~~The ~~assets~~framework ~~are~~for ~~carried~~measuring atfair ~~cost~~value ~~less~~provides a ~~accumulated~~fair ~~depreciation~~value ~~and~~hierarchy ~~amortization.~~that ~~Furniture,~~prioritizes ~~fixtures~~the ~~and~~inputs ~~equipment~~to ~~are~~valuation ~~generally~~techniques ~~depreciated~~used onto ~~the~~measure ~~straight-line~~fair ~~method over their estimated service lives~~value. ~~Leasehold~~The ~~improvements~~hierarchy ~~are~~gives ~~amortized on a straight-line basis over~~ the ~~shorter~~highest ofpriority to ~~five~~unadjusted ~~years~~quoted orprices ~~the~~in ~~term of~~active ~~the~~markets ~~lease.~~for ~~Major~~identical ~~renovations~~assets ~~and~~or ~~betterments~~liabilities ~~are~~(Level ~~capitalized.~~1) ~~Maintenance, repairs~~ and ~~minor~~the ~~items~~lowest ~~are~~priority ~~expensed~~to asunobservable ~~incurred. Upon disposal,~~inputs ~~assets~~(Level ~~and~~3). ~~related~~The ~~depreciation~~three ~~are~~levels ~~removed~~of ~~from~~ the ~~accounts~~fair ~~and~~value ~~the~~hierarchy ~~net~~under ~~amount,~~FASB ~~less~~ASC ~~proceeds~~820 ~~from~~are ~~disposal,~~described isas ~~charged or credited to income.~~follows:

~~Patent~~Level ~~costs are~~1 ~~charged~~Inputs to ~~expense~~the valuation methodology are unadjusted asquoted ~~incurred~~prices for identical assets or liabilities in active markets that the Company can access.

~~Revenues~~Level -2 ~~Our~~Inputs Company follows Accounting Standards Update (“ASU”) 214-09, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective method. We recognize revenue from fixed fee licensees at a point in time when the term begins if the contract provides for patented ink technology only as it exists at the time that it is granted. However, for license agreements that provide for rights to ~~future ink technology, revenue is recognized over~~ the ~~term~~valuation ofmethodology the license agreement. Revenue for per-unit license agreement is recognized in the period that the Company receives the related royalty report. Revenue for product sales is recognized upon shipment to the customer. There are no contract assets or contract liabilities and therefore no unsatisfied performance obligations. The Company does not offer any warranties, however, damaged products can be returned for credit or refund. For disaggregation of revenue by customers and geographic region, see Note 10.include:

~~Income taxes~~● -quoted ~~Deferred~~prices ~~income taxes are provided~~ for ~~all~~similar ~~temporary differences and net operating loss and tax credit carryforwards. Deferred tax~~ assets ~~are~~or ~~reduced~~liabilities ~~by a valuation allowance when,~~ in ~~the~~active ~~opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.~~markets;

~~Stock-based~~● ~~payments~~quoted -prices ~~Our Company accounts~~ for ~~stock-based~~identical ~~compensation~~or ~~under~~similar ~~the~~assets provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. Our Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the shorter of the vesting period or ~~the~~liabilities ~~requisite service periods using the straight-line method. Our Company accounts for stock-based compensation awards to non-employees~~ in ~~accordance with FASB ASU 2017-07, with ASU No. 2018-07, Compensation~~ -inactive Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services.markets;

~~Earnings~~● ~~per~~inputs ~~share~~other -than ~~Our~~quoted ~~Company~~prices follows FASB ASC 260 resulting in the presentation of basic and diluted earnings per share. Basic earnings per common share are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that ~~would have the effect of increasing diluted earnings per share~~ are ~~considered~~observable tofor ~~be anti-dilutive, i.e.~~ the ~~exercise prices of the outstanding stock options~~asset ~~were~~or greater than the market price of the common stock. Since our Company did not have any common stock equivalents outstanding as of December 31, 2023 and 2022, basic and diluted earnings per share were the same.liability;

~~Comprehensive~~● ~~income -~~inputs ~~Our Company follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology~~ that ~~includes~~ ~~disclosure~~are ofderived ~~certain~~principally ~~financial~~from ~~information~~or ~~that~~corroborated ~~historically~~by ~~has not been recognized in the calculation of net income. Since~~observable ~~our~~market ~~Company~~data ~~has~~by nocorrelation ~~items~~or of other ~~comprehensive income, comprehensive income is equal to net income.~~means

~~F-8~~If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

~~Recoverability~~Level of3 ~~Long-Lived~~Inputs ~~Assets~~to the valuation methodology are unobservable and significant to the fair value measurement.

~~Our~~The ~~Company~~asset ~~follows~~or ~~FASB~~liability’s ~~ASC~~fair ~~360-35,~~value ~~“Impairment~~measurement orlevel ~~Disposal~~within ofthe ~~Long-Lived~~fair ~~Assets.”~~value ~~The~~hierarchy ~~Statement~~is ~~requires~~based ~~that~~on ~~long-lived~~the ~~assets~~lowest ~~and~~level ~~certain~~of ~~identifiable~~input ~~intangibles be reviewed for impairment whenever events or changes in circumstances indicate~~ that ~~the~~is ~~carrying~~significant ~~amount~~to of the ~~asset~~fair ~~may~~value ~~not be recoverable~~measurement. ~~Our~~Valuation ~~Company~~techniques ismaximize ~~not~~the ~~aware~~use of ~~any~~relevant ~~events~~observable orinputs ~~circumstances~~and ~~which~~minimize ~~indicate~~ the ~~existence~~use of anunobservable ~~impairment which would be material to our Company’s annual financial statements~~inputs.

~~Recently~~The ~~Adopted~~following ~~Accounting~~is ~~Pronouncements~~a description of the valuation methodologies used for assets measured at fair value as of December 31, 2024 and December 31, 2023.

~~In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016~~Short-~~13,~~term ~~Financial~~investments ~~Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019~~-10 ~~and~~Level ~~other~~2 ~~subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other~~ financial ~~assets~~instrument: ~~that~~Valued ~~have~~using ~~the contractual~~quoted ~~right~~prices toin ~~receive~~active ~~cash.~~markets ~~The ASU requires an entity to recognize expected credit losses rather than incurred losses~~ for ~~financial~~identical assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance for credit losses is determined.

~~Reclassifications~~F-8

~~Certain~~NOCOPI ~~reclassifications have~~TECHNOLOGIES, ~~been~~INC. ~~made~~NOTES toTO ~~the~~FINANCIAL ~~2022~~STATEMENTS ~~financial~~December ~~statements~~31, in2024 ~~order~~and ~~to conform to the~~ 2023 ~~financial statement presentation.~~

3.Accounts ~~Cash~~receivable and ~~Cash~~credit ~~Equivalents~~policies - Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. Customer account balances with invoices dated over 90 days old are considered delinquent.

Schedule of cash and cash equivalents
	Year ended December 31
	2023		2022
Cash and cash equivalents
Cash and money market funds	$	2,269,200	$	917,400
Cash and cash equivalents	$	2,269,200	$	917,400

The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected.

4Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. ~~Short~~The Company uses historical loss information based on the aging of receivables, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, and the creditworthiness of counterparties. Management believes that the composition of receivables at year-~~term~~end is ~~Investments~~ consistent with historical conditions as credit terms and practices and the client base has not changed significantly.

Schedule of short term investments
	Year ended December 31
	2023		2022
Short-term investments
U.S. Treasury Bills	$	7,985,600	$	4,385,200
Short-term investments	$	7,985,600	$	4,385,200

Inventory consists primarily of ink components and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Schedule of amortized cost and fair value of securities held to maturity
	Amortized Cost		Fair Value
U.S. Treasury Bills
Due January 25, 2024	$	1,074,700	$	1,121,200
Due April 18, 2024		1,087,900		1,107,600
Due July 11, 2024		1,074,800		1,096,700
Due September 5, 2024		4,748,200		4,837,600
Total	$	7,985,600	$	8,163,100

Fixed assets are carried at cost less accumulated depreciation and amortization. Furniture, fixtures and equipment are generally depreciated on the straight-line method over their estimated service lives. Leasehold improvements are amortized on a straight-line basis over the shorter of five years or the term of the lease. Major renovations and betterments are capitalized. Maintenance, repairs and minor items are expensed as incurred. Upon disposal, assets and related depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to income.

~~Total~~Patent ~~interest~~costs are ~~income recognized~~charged ~~for~~to ~~U.S. Treasury Bills was $239,600~~expense ~~and~~as ~~$35,200 for years ended December 31, 2023 and December 31, 2022~~incurred. ~~Interest receivable was $160,000 and $35,200 for the years ended December 31, 2023 and December 31, 2022.~~

FRevenues -9 Our Company follows Accounting Standards Update (“ASU”) 214-09, Revenue from Contracts with Customers (“Topic 606”). We recognize revenue from fixed fee licensees at a point in time when the term begins if the contract provides for patented ink technology only as it exists at the time that it is granted (Note 7). However, for license agreements that provide for rights to future ink technology, revenue is recognized over the term of the license agreement. Revenue for per-unit license agreement is recognized in the period that the Company receives the related royalty report. Revenue for product sales is recognized upon shipment to the customer. There are no contract assets or contract liabilities and therefore no unsatisfied performance obligations. The Company does not offer any warranties, however, damaged products can be returned for credit or refund. For disaggregation of revenue by customers and geographic region, see Note 13.

5Income taxes - Deferred income taxes are provided for all temporary differences and net operating loss and tax credit carryforwards. ~~Concentration~~Deferred tax assets are reduced by a valuation allowance when, in the opinion of ~~Credit~~management, ~~Risk~~it is more likely than not that some portion or all of the deferred tax assets will not be realized.

WeStock-based ~~currently~~compensation ~~maintain~~- Our Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and ~~may~~directors inbased on estimated fair values on the ~~future~~grant ~~maintain,~~date. ~~our~~Our ~~assets~~Company atestimates ~~certain~~the ~~financial~~fair value ~~institutions~~of instock-based awards on the Udate of grant using the Black-Scholes model.S. inThe ~~amounts~~value ~~that~~of ~~are,~~the ~~and~~portion inof the ~~future~~award ~~may~~that ~~be,~~is ultimately inexpected ~~excess~~to vest is recognized as expense over the shorter of the ~~Federal~~vesting ~~Deposit~~period ~~Insurance~~or ~~Corporation~~the ~~(“FDIC”)~~requisite ~~insurance~~service ~~limit~~periods ofusing ~~$250,000~~the straight-line method. AtOur ~~December~~Company ~~31,~~accounts ~~2023,~~for ~~our~~stock-based ~~Company’s deposits~~compensation ~~and~~awards ~~short~~to non-~~term~~employees ~~investments~~in accordance with aFASB ~~financial~~ASU ~~institution~~2017-07, ~~were~~with ~~$10~~ASU No. 2018-07,~~164~~ Compensation - Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”),~~800~~ which inaligns ~~excess~~accounting for share-based payments issued to nonemployees to that of ~~the~~employees ~~FDIC~~under ~~deposit~~the ~~insurance~~existing ~~coverage~~guidance of ~~$250~~Topic 718,~~000~~ with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity In- ~~the~~Equity-Based ~~event~~Payments ofto aNon-Employees. ~~failure~~All issuances of ~~any~~stock ~~financial~~options ~~institutions~~or ~~where~~other weequity ~~maintain~~instruments ~~our~~to ~~deposits~~non-employees as consideration for goods or ~~other~~services ~~assets,~~received weby ~~may~~the ~~incur~~Company aare ~~loss~~accounted tofor based on the ~~extent such~~fair ~~loss~~value ~~exceeds~~of the ~~FDIC~~equity ~~insurance~~instruments ~~limitation,~~issued. ~~which~~Non-employee equity-based ~~could~~payments ~~have~~are arecorded ~~material~~as ~~adverse~~an ~~effect~~expense ~~upon~~over ~~our~~the ~~liquidity~~service period, ~~financial~~as ~~condition~~if ~~and our~~the ~~results~~Company ofhad ~~operations~~paid cash for the services.

InEarnings ~~addition,~~per weshare - Our Company follows FASB ASC 260 resulting in the presentation of basic and diluted earnings per share. Basic earnings per common share are ~~exposed~~based on the weighted toaverage ~~credit~~number ~~risk~~of ~~with~~shares ~~respect~~outstanding toduring ~~our~~the ~~accounts~~periods ~~receivable~~presented. ~~due~~Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the ~~concentration~~exercise prices of ~~our~~the ~~major~~outstanding ~~customers~~stock options were greater than the market price of the common stock. ~~See~~Since ~~Note~~our 11Company ~~for~~did anot ~~discussion~~have any common stock equivalents outstanding as of ~~our~~December ~~customer~~31, ~~concentration~~2024 and 2023, basic and diluted earnings per share were the same.

6.Comprehensive ~~Long~~income -~~term~~ ~~Receivables~~Our Company follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since our Company has no items of other comprehensive income, comprehensive income is equal to net income.

~~As of December 31, 2023, the Company had long~~F-term receivables of $1,838,500 from two of the three licensees representing the present value of fixed guaranteed royalty payments that will be payable over varying periods of two through five years that commenced in the second half of 2022 and terminate in the second quarter of 2028. The fixed guaranteed royalty payments result from amendments to license agreements with two existing licensees and a license agreement with a new licensee. The receivable represents the present value of the fixed minimum annual payments due under the license agreements, discounted at the Company’s incremental borrowing rate of 4%.9

~~The~~NOCOPI ~~three~~TECHNOLOGIES, ~~agreements~~INC. ~~grant~~NOTES ~~licenses~~TO ~~for~~FINANCIAL ~~the use~~STATEMENTS ofDecember ~~certain patented ink technology as it exists at the time that it is granted which is considered functional intellectual property. Under Topic 606~~31, a2024 ~~performance obligation to transfer a license for functional intellectual property is satisfied at a point in time~~ and ~~the~~ fixed consideration could be recognized upfront when the Company transfers control of the licensee if certain criteria are met. Specifically, the minimum royalty guarantee could be recognized upfront if the following conditions are met:2023

·Recoverability ~~The~~of ~~royalty~~Long-Lived ~~payment is fixed or determinable~~Assets

·Our ~~Collection~~Company follows FASB ASC 360-35, “Impairment or Disposal of Long-Lived Assets.” The Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the ~~royalty~~carrying ~~payment~~amount of the asset may not be recoverable. Our Company is ~~considered~~not ~~probable~~aware of any events or circumstances which indicate the existence of an impairment which would be material to our Company’s annual financial statements.

·Segment ~~The licensee has the ability to benefit from the licensed technology~~Reporting

The ~~Company~~company ~~determined~~manages ~~that~~its ~~the~~operations ~~above~~as a ~~conditions~~single ~~were~~operating ~~met~~segment ~~upon~~for ~~execution of~~ the ~~new~~purpose ~~2022~~of ~~license~~assessing ~~agreements~~performance and ~~recognized~~making $2operating decisions,~~810,600 of~~ ~~royalty~~and ~~revenue~~thus ~~net~~reports ofas ~~imputed~~a ~~interest~~single ~~of $132,300~~operating ~~for the year ended December 31, 2022~~segment. The ~~Company~~company’s ~~also~~singular ~~recognized~~focus ~~$206,600 and $196,500 of commission expense related to the three license agreements, which~~ is ~~reflected in selling expense~~ on the ~~statement~~development of ~~comprehensive~~ ~~income~~its ~~(loss)~~ink ~~for the years ended December 31, 2023 and 2022~~technology. ~~The~~Revenue ~~commissions~~to ~~are~~date ~~payable~~has ~~over~~been ~~the~~generated ~~term~~through of the Company’s license agreements and ~~are~~sale ~~due~~of ~~when~~ink ~~payments~~with ~~are~~its ~~received~~collaborators, bysee ~~the~~Note ~~Company.~~13 Asand of15 ~~December~~for ~~31,~~geographic ~~2023~~information ~~and~~of ~~2022,~~revenue. All ~~the~~tangible ~~accrued~~assets ~~commission~~are ~~payable balance~~held ~~was~~in ~~$172,200 and~~the ~~$194,700~~United States.

Recently ~~The~~Adopted ~~current~~Accounting ~~portion of the three license agreements, in the amount of $624,600 and $507,400, is included in accounts receivable on the balance sheet as of December 31, 2023 and 2022.~~Pronouncements

In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The ~~following~~amendments ~~table~~in ~~summarizes~~this Update affect loans, debt securities, trade receivables, and any other financial assets that have the ~~future~~contractual ~~minimum~~right to receive cash. The ASU requires ~~payments~~an ~~due~~entity ~~under~~to ~~the~~recognize ~~three license~~expected ~~agreements~~credit aslosses ofrather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 3115, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023: utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance for credit losses is determined.

Schedule of future minimum payments
Year Ending December 31:
	2024	$	642,000
	2025	$	570,000
	2026	$	570,000
	2027	$	557,500
	2028	$	260,000
	Total	$	2,599,500

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company’s reportable segments identified and additional required disclosures have been included in Note 15 - Segment Reporting.

~~F-10~~Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). The ~~Company~~amendments ~~has~~in ~~evaluated~~this Update related to the ~~collectability~~rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the ~~long-term~~rate reconciliation ~~receivables~~and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and ~~believes~~related ~~them~~tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be ~~fully~~consistent ~~collectible~~with asU.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of ~~December~~General 31Application—General Notes to Financial Statements: Income Tax Expense, ~~2023~~and (2) removing disclosures that no longer are considered cost beneficial or relevant. ~~However~~For public business entities, ~~there~~the amendments ~~can~~in bethis noUpdate ~~assurance~~are ~~that~~effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the ~~receivables~~amendments ~~will~~are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not beyet ~~impaired~~been inissued ~~the~~or ~~future~~made ~~due~~available tofor ~~changes~~issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. We are evaluating the ~~licensees’~~effect ~~financial~~that ~~condition~~this orguidance ~~other~~will ~~factors~~have on our consolidated financial statements and related disclosures.

~~The~~In ~~long-term~~November ~~receivables~~2024, ~~are~~the ~~recorded~~FASB atissued ASU No. 2024-03, Income ~~its~~Statement—Reporting ~~present~~Comprehensive ~~value~~Income—Expense asDisaggregation ofDisclosures ~~December~~(Subtopic ~~31,~~220-40): ~~2023,~~Disaggregation ~~and~~of ~~will~~Income beStatement Expenses (ASU ~~amortized~~2024-03). ~~over~~The ~~the~~new ~~term~~guidance ofrequires ~~the~~disaggregated ~~license~~information ~~agreements~~about ~~using~~certain ~~the~~income ~~effective~~statement ~~interest~~expense line items ~~method~~on an annual and interim basis. ~~The~~This ~~unamortized~~guidance ~~balance~~will ofbe ~~the~~effective ~~receivables~~for asannual ofperiods beginning the year ended December 31, ~~2023~~2027 and ~~2022 is $2,463,100~~for ~~and~~interim ~~$2,970,600~~periods ~~including current~~thereafter. ~~portion~~The ofnew ~~long-term~~standard ~~receivables~~permits ofearly ~~$624,600~~adoption and ~~$507,500,~~can ~~which~~be isapplied ~~included~~prospectively inor ~~accounts~~retrospectively. ~~receivable~~We ofare evaluating the ~~balance~~effect ~~sheet~~that asthis ~~of December~~guidance ~~31,~~will ~~2023~~have on our consolidated financial statements and ~~2022~~related disclosures.

The Company has also considered the potential impact of changes in interest rates on the present value of the three long-term receivables. A hypothetical 1% increase or decrease in the incremental borrowing rate would result in an approximate $21,400 increase or decrease in the present value of the receivables as of December 31, 2023.Reclassifications

7.Certain ~~Line~~reclassifications ofhave ~~Credit~~been made to the 2023 financial statements in order to conform to the 2024 financial statement presentation.

In November 2018, our Company negotiated a $150,000 revolving line of credit with a bank to provide a source of working capital, if required. The line of credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The line of credit is subject to an annual review and quiet period. There have been no borrowings under the line of credit since its inception and the line of credit was terminated on July 13, 2023.F-10

8NOCOPI TECHNOLOGIES, INC. ~~Stockholders’~~NOTES ~~Equity~~TO FINANCIAL STATEMENTS December 31, 2024 and 2023

~~As part of an employment agreement, the Company granted an executive a one-time equity award of 1,000,000 restricted shares of the Company’s common stock valued at $~~3~~,580,000, fair value, which award shall vest in its entirety on August 18, 2024~~. ~~The~~Cash ~~fair market value of the restricted stock award was determined based on the closing price of the Company’s common stock on the grant date~~ and isCash being amortized on a straight-line basis to general and administrative expense as stock based compensation over the one year vesting term. The Company recorded stock based compensation expense of $1,320,500 for the year ended December 31, 2023. To the extent the Company has not established an employee equity compensation plan on or prior to August 18, 2024, the restricted shares may be converted, at the election of the executive, in full or in part, into cash compensation, at a rate of $3.58 per share of common stock, which was the fair market value of the common stock on October 10, 2023, which was the date the Board of Directors approved the Grant.. Since the issuance of the restricted stock can be settled in cash, the monthly amortization of the $3,580,000 fair value of the restricted stock grant is recorded as stock compensation payable. If the restricted stock grant is settled in shares of the Company’s common stock based on an established employee equity compensation plan or the option to settle in cash is no longer valid, then the stock compensation payable will be reclassified to additional paid in capital. Equivalents

On September 11, 2023 our Company entered into a stock purchase agreement in connection with a private placement for total gross proceeds of $5.0 million. The stock purchase agreement provided for the issuance of an aggregate of 1,250,000 shares of our Company’s common stock to an investor at a purchase price of $4.00 per share. In addition, as consideration for general advisory services until the third anniversary, the Company agreed to issue an aggregate total of 65,790 shares of common stock with a total fair market value on date of grant of $263,160, which shares shall be issued as follows: one-third (21,930 shares) on September 11, 2024, one-third (21,930 shares) on September 11, 2025 and one-third (21,930 shares) on September 11, 2026. The Company expenses the value of the stock grant, which is determined to be the fair market value of the shares at the date of grant, straight-line over the term of the advisory agreement. For the year ended December 31, 2023, the Company recognized $26,600 of consulting expense associated with this issuance. On September 11, 2023, the sale pursuant to the Purchase Agreement closed. No placement fees or commissions were paid in connection with this transaction.

Schedule of cash and cash equivalents
	Year ended December 31
	2024		2023
Cash and cash equivalents
Cash and money market funds	$	10,839,700	$	2,269,200
Cash and cash equivalents	$	10,839,700	$	2,269,200

On August 25, 2022, our Company filed Articles of Amendment to its Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland to effect a one-for-ten (1:10) reverse stock split of our Company’s common stock, par value $04.~~01 per~~ share. The August 25, 2022 Articles of Amendment become effective as of 12:01 a.m. Eastern Standard Time on September 2, 2022 (the “Effective Time”). At the Effective Time, every ten shares of common stock of our Company that were issued and outstanding immediately prior to the Effective Time were changed into one issued and outstanding share of common stock of our Company. The reverse stock split did not affect any stockholder’s ownership percentage of our Company’s shares, except to the limited extent that the reverse stock split resulted in any stockholder owning a fractional share. No fractional shares were issued in connection with the reverse stock split. Each stockholder who would otherwise have been entitled to receive a fraction of a share of our Company’s common stock instead received one whole share of common stock. There was no change to the number of authorized shares or the par value per share. Share and per share amounts have been retroactively restated to reflect the one-for-ten reverse stock split on September 2, 2022.Inventories

On August 1, 2022 our Company entered into a stock purchase agreement in connection with a private placement for total gross proceeds of $3.5 million. The stock purchase agreement provided for the issuance of an aggregate of 2,500,000 shares of our Company’s common stock to two investors at a purchase price of $1.40 per share, as adjusted for our Company’s one-for-ten (1:10) reverse stock split of our Company’s common stock, par value $0.01 per share. To enable the private placement transaction, our Company’s Board of Directors approved a 1-for-10 (1:10) reverse stock split of its common stock that was effective on September 2, 2022. On September 13, 2022, the sale pursuant to the stock purchase agreement closed. No placement fees or commissions were paid in connection with this transaction.

Schedule of inventories
	Year ended December 31
	2024			2023
Inventories consist of the following:
Raw materials	$	428,000		$	534,500
Work in process		—			11,900
Finished goods		7,000			28,500
Inventory gross		435,000			574,900
Less: Allowance		(85,400	)		(126,900	)
Inventory	$	349,600		$	448,000

At5. ~~December~~Short-term ~~31, 2023, our Company had no warrants outstanding.~~Investments

F-11

Schedule of short term investments
	Year ended December 31
	2024		2023
Short-term investments
U.S. Treasury Bills	$	—	$	7,985,600
Short-term investments	$	—	$	7,985,600

9.For ~~Income Taxes~~year ended December 31, 2024:

As of December 31, 2023 and 2022, our Company had estimated federal net operating loss carryforwards of approximately $211,0000 and $– and estimated state net operating loss carryforwards of approximately $1,791,000 and $1,657,800. The federal net operating loss carryforwards do not expire but are limited to 80% of each subsequent year’s net income. The state net operating loss carryforwards expire in 20 years, starting in 2024. State income taxes in 2022 resulted from limitations placed on net operating loss deductions by the Commonwealth of Pennsylvania. There was no provision for federal and state income taxes for the year ended December 31, 2023 due to the net loss. The utilization of these NOL’s to reduce future income taxes will depend on the generation of sufficient taxable income prior to their expiration. There were no material temporary differences for the year ended December 31, 2022. Our Company has established a 100% valuation allowance of $592,400 and $143,400 at December 31, 2023 and 2022, respectively, for the deferred tax assets due to the uncertainty of their realization. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment.


	Amortized Cost	Fair Value
U.S. Treasury Bills
Due January 25, 2024	—	—
Due April 18, 2024	—	—
Due July 11, 2024	—	—
Due September 5, 2024	—	—
Total	—	—

~~The~~ For ~~components for~~year ~~federal~~ended ~~and~~December ~~state~~31, ~~income tax expense (benefit) are~~2023:

Schedule of federal and state income tax expense
	Amortized Cost			Fair Value
	Year ended December 31,
U.S. Treasury Bills
	2023			2022
Due January 25, 2024	$	1,074,700		$	1,121,200
Current federal tax benefit	$	(166,700	)	$	167,800
Due April 18, 2024		1,087,900			1,107,600
Current state tax benefit		(16,000	)		126,700
Due July 11, 2024		1,074,800			1,096,700
Deferred tax benefit		(389,000	)		—
Due September 5, 2024		4,748,200			4,837,600
Change in valuation allowance		449,000			—
Total	$	7,985,600		$	8,163,100
	$	(122,700	)	$	294,500

~~The~~Total ~~reconciliation~~interest ofincome recognized ~~the~~for ~~statutory~~U.S. ~~federal~~Treasury Bills was $229,400 and $239,600 for years ended December 31, 2024 and December 31, 2023. Interest ~~rate~~receivable towas ~~our~~$0 ~~Company’s~~and ~~effective~~$160,000 ~~tax~~for ~~rate~~the ~~follows:~~years ended December 31, 2024 and December 31, 2023.

Schedule of reconciliation of the statutory federal rate
	2023						2022
	Amount			%			Amount			%
Income tax expense (benefit) at U.S. federal income tax rate	$	(327,300	)		(21	)	$	442,600			21
State tax net of federal tax effect		(121,900	)		(8	)		166,300			8
Tax accrual adjustment		(122,500	)		(8	)		—			—
Change in valuation allowance		449,000			29			—			—
Utilization of operating losses		—			—			(314,400	)		(15	)
	$	(122,700	)		(8	)	$	294,500			14

F-11

~~F-12~~NOCOPI TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2024 and 2023

~~The~~6. ~~components~~Concentration of ~~deferred~~Credit ~~tax assets and liabilities as of December 31, 2023 and 2022 are as follows:~~Risk

Schedule of deferred tax assets and liabilities
	2023			2022
Deferred tax asset for NOL carryforwards	$	203,400		$	143,400
Stock-based compensation		389,000
Valuation allowance		(592,400	)		(143,400	)
Net	$	—		$	—

We currently maintain, and may in the future maintain, our assets at certain financial institutions in the U.S. in amounts that are, and in the future may be, in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. At December 31, 2024, our Company’s deposits and short-term investments with a financial institution were $10,589,700 in excess of the FDIC deposit insurance coverage of $250,000. In the event of a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations.

~~Our~~In ~~Company follows FASB ASC 740.10~~addition, ~~which provides~~we ~~guidance~~are ~~for~~exposed ~~the~~to ~~recognition~~credit ~~and~~risk ~~measurement~~with ofrespect to ~~certain~~our ~~tax~~accounts ~~positions~~receivable indue anto ~~enterprise’s~~the ~~financial~~concentration ~~statements. Recognition involves a determination~~ of ~~whether~~our itmajor iscustomers. ~~more~~See ~~likely~~Note ~~than~~13 ~~not~~for ~~that~~ a ~~tax~~discussion ~~position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge~~ of ~~all~~our ~~relevant~~customer ~~information~~concentration.

~~Our Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of comprehensive income~~7. AsLong-term of January 1, 2023, our Company had no unrecognized tax benefits and no charge during 2023, and accordingly, our Company did not recognize any interest or penalties during 2023 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2023.Receivables

~~The~~As of December 31, 2024, the Company ~~files~~had ~~U.S.~~long-term receivables ~~income~~of ~~tax~~$1,292,800 ~~returns~~from ~~and~~two aof ~~state~~the ~~income~~three ~~tax~~licensees ~~return.~~representing the present value of fixed guaranteed royalty payments that will ~~With~~be ~~few~~payable ~~exceptions,~~over varying periods of two through five years that commenced in the Usecond half of 2022 and terminate in the second quarter of 2028.S. The fixed guaranteed royalty payments result from amendments to license agreements with two existing licensees and ~~state~~a ~~income~~license agreement ~~tax~~with ~~returns~~a ~~filed~~new ~~for~~licensee. The receivable represents the ~~tax~~present ~~years~~value ~~ending~~of onthe ~~December~~fixed ~~31,~~minimum ~~2020~~annual ~~and~~payments ~~thereafter~~due ~~are~~under ~~subject~~the license toagreements, ~~examination~~discounted byat the ~~relevant~~Company’s ~~taxing~~incremental ~~authorities~~borrowing rate of 6.32%.

10The three agreements grant licenses for the use of certain patented ink technology as it exists at the time that it is granted which is considered functional intellectual property. Under ~~Commitments~~Topic 606, a performance obligation to transfer a license for functional intellectual property is satisfied at a point in time and the ~~Contingencies~~fixed consideration could be recognized upfront when the Company transfers control of the licensee if certain criteria are met. Specifically, the minimum royalty guarantee could be recognized upfront if the following conditions are met:

~~Our~~· ~~Company conducts its operations in leased facilities under a non-cancelable operating lease expiring in 2024.~~ The ~~lease~~royalty ~~has~~payment ~~been~~is ~~extended~~fixed ~~for~~or ~~13 months beginning on May 1, 2024 and expiring on May 31, 2025.~~determinable

~~Due~~· toCollection ~~the adoption~~ of the ~~new~~royalty ~~lease~~payment ~~standard under~~is the optional transition method which allows the entity to apply the new lease standard at the adoption date, our Company has capitalized the present value of the minimum lease payments commencing January 1, 2019, using an estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered ~~to be non-lease components.~~probable

As· ofThe ~~January~~licensee 1,has ~~2019~~ the ~~operating~~ability ~~lease right-of-use asset and operating lease liability amounted~~ to ~~$241,100~~benefit ~~with~~from ~~no cumulative-effect adjustment to~~ the ~~opening~~licensed ~~balance of accumulated deficit.~~technology

~~There~~The ~~are~~Company nodetermined ~~other~~that ~~material~~the ~~operating~~above ~~leases~~conditions were met upon execution of the three license agreements. The commissions are payable over the term of the agreements and are due when ~~Our~~payments ~~Company~~are ~~has~~received ~~elected~~by ~~not~~the toCompany. ~~recognize~~As ~~right-~~of~~-use~~ ~~assets~~December 31, 2024 and ~~lease~~2023, ~~liabilities~~the ~~arising~~accrued ~~from~~commission ~~short-term~~payable ~~leases~~balance was $128,500 and $172,200 included on the balance sheet in accrued expenses and accrued expenses, non-current.

~~F-13~~The current portion of the three license agreements, in the amount of $545,700 and $624,600, is included in accounts receivable on the balance sheet as of December 31, 2024 and 2023.

~~Total~~The ~~operating~~following ~~lease~~table ~~costs~~summarizes ~~were~~the ~~$53,300~~future minimum inpayments ~~each~~due ofunder the ~~years~~three ~~ended~~license ~~December~~agreements ~~31,~~as ~~2023~~of ~~and~~ December 31, ~~2022.~~2024:

Maturities of lease liabilities are as follows:

Schedule of future minimum payments
Year Ending December 31:

	2025	$	570,000
	2026	$	570,000
	2027	$	557,500
	2028	$	260,000
	Total	$	1,957,500

Schedule of maturities of lease liabilities
	Operating Leases
Year ending December 31
2024	$	18,900
Total lease payments		18,900
Less imputed interest		(1,300	)
Total	$	17,600

F-12

InNOCOPI ~~connection with Michael S. Liebowitz’s appointment as Chief Executive Officer of the Company~~TECHNOLOGIES, ~~on October 19, 2023, Mr~~INC. ~~Liebowitz~~NOTES ~~and~~TO ~~the~~FINANCIAL ~~Company~~STATEMENTS ~~entered into~~December ~~an employment agreement~~31, ~~which~~2024 ~~sets forth the terms~~ and ~~conditions of his employment and is effective as of October 19,~~ 2023. In consideration for serving as Chief Executive Officer, Mr. Liebowitz is entitled to an annual base salary of $400,000, which is effective retroactively as of the commencement of his term, August 18, 2023. In addition, Mr. Liebowitz shall be entitled to a one-time equity award of 1,000,000 restricted shares as described under Note 7.

~~Our~~The Company ~~had~~has anevaluated ~~employment~~the collectability ~~agreement~~of ~~with~~the ~~Michael~~long-term A.receivables ~~Feinstein~~and believes them to be fully collectible as of December 31, M2024.D. However, ~~our~~there ~~former~~can ~~Chairman~~be ofno assurance that the ~~Board~~receivables ~~and~~will ~~Chief~~not ~~Executive~~be ~~Officer.~~impaired ~~The~~in ~~employment~~the ~~agreement~~future ~~with Dr.~~due ~~Feinstein~~to ~~was~~changes ~~terminated~~in asthe oflicensees’ ~~August~~financial ~~18,~~condition ~~2023~~or other factors.

~~Our~~The ~~Company~~long-term ~~has~~receivables anare ~~employment~~recorded ~~agreement,~~at ~~expiring~~its inpresent value ~~March~~as ~~2024,~~of ~~with~~December ~~Terry~~31, ~~W. Stovold~~2024, ~~its~~ ~~Chief~~and ~~Operating~~the ~~Officer,~~receivable ~~whereby~~and ~~Mr. Stovold~~imputed ~~receives~~interest awill ~~salary~~be ~~set~~amortized byover ~~our~~the ~~Company’s~~term ~~Board~~ of ~~Directors,~~the ~~currently~~license ~~set at~~agreements ~~$75,000,~~using ~~along~~the ~~with~~effective ainterest ~~commission of seven percent on sales generated by his efforts~~method. The ~~employment~~unamortized ~~agreement~~balance ~~contains~~of ~~one-year renewal provisions that became effective after~~ the ~~original~~ long-term. ~~Our~~receivables ~~Company~~as ~~has~~of anDecember ~~employment agreement~~31, ~~expiring in September~~ 2024, ~~with~~and ~~Matthew~~2023 C.is ~~Winger~~$1, ~~its Executive Vice President of Corporate Development~~292,800 ~~whereby Mr~~and $1,838,500. ~~Winger~~ ~~receives~~The aunamortized ~~salary~~imputed ~~set~~interest bybalance ~~our~~as ~~Company’s~~of ~~Board~~December ~~of Directors~~31, ~~currently~~2024 ~~set~~and at2023 was $~~125~~110,~~000 per~~500 ~~year~~and ~~effective October 1~~$126,600, ~~2022~~which ~~plus~~will abe ~~performance~~recognized as ~~bonus~~interest ~~determined~~income bythrough ~~our~~June ~~Company’s~~30, ~~Board of Directors~~2028. ~~The~~Interest ~~employment agreement~~income ~~contains~~was ~~two-year~~$16,100 ~~renewal~~and ~~provisions~~$18,600 ~~that~~for ~~become effective after~~ the ~~original~~year ~~term.~~ended ~~Future~~December ~~minimum~~31, ~~compensation~~2024 ~~payments~~and ~~under these employment agreements is: $262~~2023,~~500~~ ~~to be paid in 2024~~respectively.

~~From~~8. ~~time~~Line ~~to time, our Company may be subject to legal proceedings and claims that arise in the ordinary course~~ of ~~its business.~~Credit

11In November 2018, our Company negotiated a $150,000 revolving line of credit with a bank to provide a source of working capital, if required. The ~~401(k)~~line ~~Savings~~of ~~Plan~~credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The line of credit is subject to an annual review and quiet period. There have been no borrowings under the line of credit since its inception and the line of credit was terminated on July 13, 2023.

~~Our Company sponsors a 401(k) savings plan, covering substantially all employees, providing for employee and employer contributions~~9. ~~Employer~~Stockholders’ ~~contributions are made at the discretion of our Company. There were no contributions charged to expense during 2023 or 2022.~~Equity

FAs part of an employment agreement, the Company granted (the “Prior Grant”) to an executive a one-14time equity award of 1,000,000 restricted stock units (“RSUs”) of the Company’s common stock valued at $3,580,000, fair value, which award was originally set to vest in its entirety on August 18, 2024. The fair market value of the Prior Grant was determined based on the closing price of the Company’s common stock on the grant date and was expensed on a straight-line basis to general and administrative expense as stock-based compensation over the one-year vesting term. The Company recorded stock-based compensation expense of $2,435,800 and $1,320,500 for the year ended December 31, 2024 and 2023, respectively. Under the original terms of the award, to the extent the Company had not established an employee equity compensation plan on or prior to August 18, 2024, the RSUs may have been converted, at the election of the executive, in full or in part, into cash compensation, at a rate of $3.58 per share of common stock, which was the fair market value of the common stock on October 10, 2023, which was the date the Board of Directors approved the grant. Since the issuance of the RSUs can be settled in cash, the monthly expense was credited to a liability account, stock compensation liability, instead of equity.

12On August 16, 2024, the executive agreed to cancel and forfeit the Prior Grant and, in lieu of the Prior Grant, the Company granted the executive 1,649,769 RSUs (“Replacement Grant”), pursuant to and subject to the Company’s 2024 Equity Incentive Plan (the”2024 Plan”) and an award agreement, as approved by the Board of Directors. ~~Major~~The ~~Customer~~total number of Shares reserved and ~~Geographic~~available ~~Information~~for delivery under the 2024 Equity Incentive Plan (the “2024 Plan”) shall be equal to 2,000,000. The fair market value of the replacement grant was $3,580,000, which was determined based on the closing price of the Company’s common stock on the grant date. The shares of common stock underlying the Replacement Grant shall vest ratably and quarterly over a two-year period beginning on the Replacement Grant date, August 16, 2024. The cancellation and issuance of the Replacement Grant is treated as a modification of an award under FASB ASC 718. This modification resulted in an incremental fair value of $1,410,000, calculated as the difference between the fair value of the Replacement Grant and the fair value of the Prior Grant on the modification date. The incremental fair value will be recognized as additional compensation expense on a straight-line basis over the new two-year vesting period. The Company will relieve the stock compensation liability on a proportional basis as the Replacement Grant vests. On December 23, 2024, the executive agreed to forfeit to the Company all remaining 1,443,548 shares underlying the unvested RSUs outstanding under the Replacement Grant. The fair market value of $3,132,500 was recorded as a credit to equity and a debit to stock compensation payable.

~~Our Company’s revenues, expressed as a percentage of total revenues, from non~~F-~~affiliated customers that equaled 10% or more of our Company’s total revenues were:~~13

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023

~~Our~~On September 11, 2023 our Company’s ~~non-affiliate~~entered ~~customers~~into ~~whose~~a ~~individual~~stock ~~balances~~purchase ~~amounted~~agreement toin ~~more~~connection ~~than~~with ~~10%~~a private placement for total gross proceeds of $5.0 million. The stock purchase agreement provided for the issuance of an aggregate of 1,250,000 shares of our Company’s ~~net~~common ~~accounts~~stock ~~receivable,~~to ~~expressed~~an investor at a purchase price of $4.00 per share. In addition, as consideration for general advisory services until the third anniversary, the Company agreed to issue an aggregate total of 65,790 shares of common stock with a ~~percentage~~total fair market value on date of ~~net~~grant ~~accounts~~of $263,160, which ~~receivable~~shares shall be issued as follows: one-third (21,930 shares) on September 11, 2024, one-third (21,930 shares) on September 11, 2025 and one-third (21,930 shares) on September 11, 2026. The Company expenses the value of the stock grant, which is determined to be the fair market value of the shares at the date of grant, straight-line over the term of the advisory agreement. For the years ended December 31, 2024 and 2023, the Company recognized $87,900 and $26,600, respectively, of consulting expense associated with this issuance. On September 11, 2023, the sale pursuant to the Purchase Agreement closed. No placement fees or commissions were: paid in connection with this transaction. On September 11, 2024 the Company issued 21,930 shares of its common stock for advisory services upon the vesting of the first tranche described above with a fair value of $87,700, which was fully expensed upon issuance.

On December 22, 2024, the Company issued 60,000 shares to an outside Director for services for 2023 and 2024 and 60,000 shares to an executive for services for 2024. The fair market value of $100,200 was fully vested and expensed to Stock Compensation Expense.

~~Our~~On December 24, 2024, an executive of the Company ~~performs~~was ~~ongoing~~granted ~~credit~~10,000 ~~evaluations~~ RSU’s, of ~~its~~which ~~customers~~5,000 RSU’s vested on December 24, 2024 and ~~generally~~the ~~does~~remaining 5,000 ~~not~~RSU’s ~~require~~vest ~~collateral.~~on ~~Our~~December ~~Company~~24, ~~also~~2025, ~~maintains~~with ~~allowances~~a ~~for~~total ~~potential~~fair ~~credit~~market ~~losses~~value on date of grant of $16,700 of which $8,350 was vested. The ~~loss~~ Company expenses the value of athe ~~major~~stock ~~customer~~grant, ~~could~~which ~~have~~is adetermined ~~material~~to ~~adverse~~be ~~effect~~the onfair ~~our~~market ~~Company’s~~value ~~business~~of ~~operations~~the ~~and~~non-vested ~~financial~~shares ~~condition.~~at ~~Our~~the ~~Company’s~~date of ~~revenues~~grant, bystraight-line ~~geographic~~over ~~region~~the ~~are~~vesting ~~as follows:~~period.

Schedule of revenue by geographic region
	Year ended December 31
	2023		2022
North America		591,900		3,331,600
South America		600		1,600
Europe		—		200
Asia		1,439,500		968,000
Australia		51,900		325,800
		2,083,900		4,627,200

The Company recognized share-based compensation of $2,732,500 and $1,320,500 for the years ended December 31, 2024 and 2023.

~~F-15~~At December 31, 2024, our Company had no warrants outstanding.

~~Exhibit~~10. ~~Index~~Income Taxes

~~The~~There ~~following~~was ~~Exhibits~~no ~~are~~income ~~filed~~tax asexpense ~~part~~reflected in the results of operations for the year ended December 31, 2024 and an income tax benefit of $122,700 for the year ended December 31, 2023, because ~~this~~the ~~Annual~~Company ~~Report~~carried onforward ~~Form~~net ~~10-K:~~losses for tax purposes.

Exhibit
Number	Description	Location
3.1	Amended and Restated Articles of Incorporation	Incorporated by reference to the Company’s Form 10-Q filed on November 14, 2008
3.2	Articles of Amendment - Filed August 25, 2022	Incorporated by reference to the Company’s Report on Form 8-K filed on August 25, 2022
3.2	Second Amended and Restated Bylaws, Dated January 28, 2022	Incorporated by reference to the Company’s Form 8-K filed on February 2, 2022
3.3	Articles Supplementary relating to Nocopi Technologies, Inc.’s election to be subject to Sections 3-803, 3-804(a), 3-804(b) and 3-804(c) of the Maryland General Corporation Law	Incorporated by reference to the Company’s Form 8-K filed on October 29, 2021
4.1	Form of Certificate of Common Stock	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 7, 2006
4.2	Registration Rights Agreement – Dated August 1, 2022	Incorporated by reference to the Company’s Form 8-K filed on August 5, 2022
4.3	Securities registered under Section 12 of the Exchange Act	Filed herewith
10.1†	Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 15, 1999
10.2	Director Indemnification Agreement	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on November 15, 1999
10.3	Officer Indemnification Agreement	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on November 15, 1999
10.4†	Employment Agreement with Michael A. Feinstein, M.D.	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008
10.5†	Employment Agreement Amendment - Michael A. Feinstein, M.D.	Incorporated by reference to the Company’s Form 8-K filed on December 17, 2019
10.6†	Employee Agreement dated September 29, 2022 - Matthew C. Winger	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 30, 2022
10.7†	Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2010
10.8†	Employment Agreement with Terry W. Stovold	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 30, 2012
10.9	Form of Convertible Debenture Purchase Agreement and Exhibits	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 11, 2015
10.10	Form of Letter Agreement re: Convertible Debenture Purchase Agreement Election	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2019

As of December 31, 2024 and 2023, the Company had federal net operating loss carry forwards of $707,000 and $211,000 respectively, and state net operating loss carryforwards of $2,568,000 and $1,791,000 which may be used to offset future taxable income. The remaining federal NOL's will not expire but will be limited to 80% of taxable income. The Pennsylvania NOL's started to expire in 2024, with $1,307,000 expiring by 2032. Remaining Pennsylvania NOL's expire in 20 years. Florida NOL's will not expire.

10.11	Lease Agreement dated December 12, 2013 relating to premises at 480 Shoemaker Road, King of Prussia, PA 19406	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 11, 2015
10.12	Lease Extension Agreement dated September 28, 2018	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2019
10.13	Business Loan Agreement, Promissory Note and Commercial Security Agreement dated November 28, 2018 between the Company and Santander Bank	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2019
10.14	Form of Letter Agreement re: Convertible Debenture Purchase Agreement Election	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2019
10.15	Stock Purchase Agreement - Dated August 1, 2022	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on August 5, 2022
10.16	Stock Purchase Agreement, dated September 11, 2023, by and between Nocopi Technologies, Inc. and Frost Gamma Investments Trust	Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 13, 2023
10.17	Registration Rights Agreement, dated as of September 11, 2023, 2023, by and between Nocopi Technologies, Inc. and Frost Gamma Investments Trust.	Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 13, 2023
10.18†	Employment Agreement dated October 19, 2023 between the Company and Michael S. Liebowitz	Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 23, 2023
14.1	Code of Ethics	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on March 31, 2005
21.1	Subsidiaries of the Registrant	Filed herewith
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)	Filed herewith
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)	Filed herewith
32.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
99.1	Second Amendment to Nomination and Standstill Agreement dated September 30, 2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 30, 2022
99.2	First Amendment to Nomination and Standstill Agreement dated May 23, 2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 24, 2022
99.3	Nomination and Standstill Agreement dated March 29, 2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 29, 2022
99.4	Standstill Agreement dated May 23, 2022, between the Company and Howard Timothy Eriksen, Cedar Creek Partners, LLC and Eriksen Capital Management LLC.	Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 24, 2022
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

~~-------~~The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows:

† Compensation plans and arrangements for executives and others.


	2024			2023

Deferred tax assets/(liabilities)
Net operating loss carryforward	$	595,300		$	203,400
R&D Credits		41,300			—
Stock-based compensation		—			389,000
Operating lease assets		800
Capitalize research & development costs		73,400
Depreciation & amortization		600
Total deferred tax assets		711,400			592,400
Valuation allowance		(711,400	)		(592,400	)
Net	$	—		$	—

For the year ended December 31, 2024, the net increase in valuation allowance was $119,000.

F-14

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023

Reconciliation of the statutory federal income tax to the Company's effective tax:


	December 31, 2024						December 31, 2023
	Amount			%			Amount			%
Statutory federal tax rate		(568,859	)		21.00			(327,300	)		21.00
State tax, net of federal benefit		(272,901	)		10.07			(121,900	)		(8.00	)
NOL adjustment and other attributes		(168,031	)		6.20			—			—
Stock based compensation		1,027,094			(37.92	)		—			—
Other		(136,338	)		5.03			(122,500	)		(8.00	)
Valuation allowance		119,035			(4.39	)		449,000			29.00

Provision (Benefit) for income taxes		—			—			(122,700	)		(8.00	)

Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. The Company did not recognize any interest or penalties during 2024 related to unrecognized tax benefits.

Tax years ending December 31, 2021 and thereafter remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.

11. Commitments and Contingencies

Our Company conducts its operations in leased facilities under a non-cancelable operating lease which was set to expire in 2024. The lease was extended for 13 months beginning on May 1, 2024 and expiring on May 31, 2025.

Other than as set forth above, the terms of the Lease Agreement remain unchanged.

The Company has capitalized the present value of the minimum lease payments commencing May 1, 2024, using an estimated incremental borrowing rate of 6.5%. The minimum lease payments do not include common area annual expenses which are considered to be non-lease components.

As of May 1, 2024 the operating lease right-of-use asset and operating lease liability amounted to $83,000.

As of December 31, 2024 and 2023, the operating lease asset amounted to $32,400 and $17,600, respectively, and operating lease liability amounted to $35,200 and $17,600, respectively.

There are no other material operating leases. Our Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.

Total operating lease costs were $70,500 and $53,300 for the years ended December 31, 2024 and December 31, 2023.

F-15

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023

Undiscounted future minimum lease payments as of December 31, 2024, by year and in aggregate are as follows:


	Operating Leases

2025	$	35,700
Total lease payments		35,700
Less imputed interest		(500	)
Total	$	35,200

Our Company had an employment agreement with Michael A. Feinstein, M.D., our former Chairman of the Board and Chief Executive Officer. The employment agreement with Dr. Feinstein was terminated as of August 18, 2023.

In connection with Michael S. Liebowitz’s appointment as Chief Executive Officer of the Company, on October 19, 2023, Mr. Liebowitz and the Company entered into an employment agreement, which sets forth the terms and conditions of his employment and is effective as of October 19, 2023. In consideration for serving as Chief Executive Officer, Mr. Liebowitz is entitled to an annual base salary of $400,000, which is effective retroactively as of the commencement of his term, August 18, 2023. In addition, Mr. Liebowitz shall be entitled to a one-time equity award of 1,000,000 restricted shares as described under Note 9.

On February 26, 2025, Michael S. Liebowitz notified the Board of Directors (the “Board”) of (the “Company”) of his resignation as

Chairman of the Board and Chief Executive Officer of the Company, effective immediately.

On December 22, 2024, the Board of Directors adjusted Matthew C. Winger’s salary to $120,000.

On March 4, 2025, the Board appointed Matthew C. Winger as the Company’s Chairman of the Board and Chief Executive Officer (and principal executive officer), effective immediately, to fill the vacancy created by Mr. Liebowitz’s resignation.

Our Company has an employment agreement, expiring in March 2025, with Terry W. Stovold, its Chief Operating Officer, whereby Mr. Stovold receives a salary set by our Company’s Board of Directors, currently set at $75,000, along with a commission of seven percent on sales generated by his efforts. The employment agreement contains one-year renewal provisions that became effective after the original term. Our Company has an employment agreement, expiring in September 2026, with Matthew C. Winger, its Executive Vice President of Corporate Development, whereby Mr. Winger receives a salary set by our Company’s Board of Directors, currently set at $125,000 per year effective October 1, 2022 plus a performance bonus determined by our Company’s Board of Directors. The employment agreement contains two-year renewal provisions that become effective after the original term.

From time to time, our Company may be subject to legal proceedings and claims that arise in the ordinary course of its business. In management’s opinion the outcome of any such litigation will not materially affect the Company’s financial condition or results of operations.

F-16

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023

12. 401(k) Savings Plan

Our Company sponsors a 401(k) savings plan, covering substantially all employees, providing for employee and employer contributions. Employer contributions are made at the discretion of our Company. There were no contributions charged to expense during 2024 or 2023.

13. Major Customer and Geographic Information

Our Company’s revenues, expressed as a percentage of total revenues, from non-affiliated customers that equaled 10% or more of our Company’s total revenues were:

Our Company’s non-affiliate customers whose individual balances amounted to more than 10% of our Company’s net accounts receivable, expressed as a percentage of net accounts receivable, were:

Our Company performs ongoing credit evaluations of its customers and generally does not require collateral. Our Company also maintains allowances for potential credit losses. The loss of a major customer could have a material adverse effect on our Company’s business operations and financial condition. Our Company’s revenues by geographic region are as follows:


	Year ended December 31
	2024		2023
North America		484,800		591,900
South America		600		600
Europe		—		—
Asia		1,546,500		1,439,500
Australia		85,900		51,900
		2,117,800		2,083,900

F-17

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023

14. Employee Retention Tax Credit

The CARES Act, signed into law on March 27, 2020 with subsequent amendments, provides for refundable employee retention credit to employers whose operations were suspended due to COVID-19 or whose revenue significantly decreased. On June 15, 2023, the Company filed a Form 941-X to claim a refundable employee retention credit for the first quarter and third quarter 2021 payroll in the total amount of $84,000. During the year ended December 31, 2024, the Company received such credit and recorded the credit as other income in the accompanying Statement of Comprehensive Loss.

15. Segment Reporting

The Company operates as a single reportable segment, as the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”), evaluates the business on a consolidated basis and does not receive discrete financial information for multiple business units.

Measure of Segment Profit or Loss

The CODM assesses the Company’s financial performance based on operating loss, which aligns with the amount reported in the statement of comprehensive loss. The following table presents a reconciliation of segment operating loss to net loss:


	Years ended December 31
	2024			2023
Revenues
Licenses, royalties and fees	$	511,500		$	563,200
Product and other sales		1,606,300			1,520,700
Total revenues		2,117,800			2,083,900
Cost of revenues
Licenses, royalties and fees		218,800			214,100
Product and other sales		798,700			767,900
Total cost of revenues		1,017,500			982,000
Gross profit		1,100,300			1,101,900
Operating expenses
Research and development		178,200			163,400
Sales and marketing		322,400			270,800
General and administrative		3,900,000			2,538,300
Total operating expenses		4,400,600			2,972,500
Net loss from operations		(3,300,300	)		(1,870,600	)
Other income (expenses)
Other income		84,000			—
Interest income		560,700			326,900
Interest expense and bank charges		(23,300	)		(14,900
Total other income (expenses)		621,400			312,000
Net income (loss) before income taxes		(2,678,900	)		(1,558,600	)
Income taxes provision (benefit)		—			(122,700	)
Net income (loss)	$	(2,678,900	)	$	(1,435,900	)

F-18

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023

Significant Segment Expenses

The Company considers the following as significant expenses in evaluating its segment performance:

Research and Development: includes costs related to personnel, laboratory materials and supplies and product development and testing for ink technologies.

General and Administrative: includes personnel costs, professional fees, and other overhead expenses.

Sales and Marketing: includes personnel costs and other sales related expenses.

Cost of Revenues: represents labor costs, material costs and manufacturing overhead costs associated with the production of materials transferred to the customer from the Company’s facility.

Since the Company has only one reportable segment, no additional segment disclosures are required beyond entity-wide disclosures presented below.

Entity-Wide Disclosures

Geographic Revenue Information: For the year ended December 31, 2024 23% of the Company’s net sales were generated in North America and 77% internationally. For the year ended December 31, 2023, 28% of the Company’s net sales were generated in North America and 72% were generated internationally. Refer to Note 13.

Major Customers: The Company has two customers that accounted for 88% of revenue and 93% of net accounts receivable for the year ended December 31, 2024 and 83% of revenue and 89% of net accounts receviable for the year ended December 31, 2023. Refer to Note 13.

F-19

Exhibit Index

The following Exhibits are filed as part of this Annual Report on Form 10-K:

Exhibit
Number	Description	Location
3.1	Amended and Restated Articles of Incorporation	Incorporated by reference to the Company’s Form 10-Q filed on November 14, 2008
3.2	Articles of Amendment - Filed August 25, 2022	Incorporated by reference to the Company’s Report on Form 8-K filed on August 25, 2022
3.2	Second Amended and Restated Bylaws, Dated January 28, 2022	Incorporated by reference to the Company’s Form 8-K filed on February 2, 2022
3.3	Articles Supplementary relating to Nocopi Technologies, Inc.’s election to be subject to Sections 3-803, 3-804(a), 3-804(b) and 3-804(c) of the Maryland General Corporation Law	Incorporated by reference to the Company’s Form 8-K filed on October 29, 2021
4.1	Form of Certificate of Common Stock	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 7, 2006
4.2	Registration Rights Agreement – Dated August 1, 2022	Incorporated by reference to the Company’s Form 8-K filed on August 5, 2022
4.3	Securities registered under Section 12 of the Exchange Act	Incorporated by reference to the Company’s Form 10-K filed March 25, 2024
10.1†	Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 15, 1999
10.2	Director Indemnification Agreement	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on November 15, 1999
10.3	Officer Indemnification Agreement	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on November 15, 1999
10.4†	Employment Agreement with Michael A. Feinstein, M.D.	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008
10.5†	Employee Agreement dated September 29, 2022 - Matthew C. Winger	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 30, 2022
10.6†	Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2010
10.7†	Employment Agreement with Terry W. Stovold	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 30, 2012

10.10	Lease Agreement dated December 12, 2013 relating to premises at 480 Shoemaker Road, King of Prussia, PA 19406	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 11, 2015
10.11	Lease Amendment dated September 28, 2018	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2019
10.12	Lease Amendment dated March 3, 2024	Filed herewith
10.13	Lease Amendment dates March 22, 2025	Filed herewith
10.14	Business Loan Agreement, Promissory Note and Commercial Security Agreement dated November 28, 2018 between the Company and Santander Bank	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2019
10.15	Stock Purchase Agreement - Dated August 1, 2022	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on August 5, 2022
10.16	Stock Purchase Agreement, dated September 11, 2023, by and between Nocopi Technologies, Inc. and Frost Gamma Investments Trust	Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 13, 2023
10.17	Registration Rights Agreement, dated as of September 11, 2023, 2023, by and between Nocopi Technologies, Inc. and Frost Gamma Investments Trust.	Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 13, 2023
10.18†	Employment Agreement dated October 19, 2023 between the Company and Michael S. Liebowitz	Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 23, 2023
14.1	Code of Ethics	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on March 31, 2005
19.1	Insider Trading Policy	Filed herewith
21.1	Subsidiaries of the Registrant	Incorporated by reference to the Company’s Form 10-K filed March 25, 2024
23.1	Consent of Stephano Slack LLC	Filed herewith
23.2	Consent of Morison Cogen LLP	Filed herewith
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)	Filed herewith
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)	Filed herewith
32.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

-------

† Compensation plans and arrangements for executives and others.

Schedule of revenues as percentage of revenue

Year ended December 31

Customer A

Customer B