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As filed with the Securities and Exchange Commission\non October 15, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NOCOPI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Maryland

2893

87-0406496

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code)

(I.R.S. Employer

Identification No.)

480 Shoemaker Road, Suite 104

King of Prussia, PA 19406

(610) 834-9600

(Address, including zip code, and telephone number,\nincluding area code, of registrant’s principal executive offices)

Matthew C. Winger

Chief Executive Officer

480 Shoemaker Road, Suite 104

King of Prussia, PA 19406

(610) 834-9600

(Name, address, including zip code, and telephone\nnumber, including area code, of agent for service)

Copies to:

Sami B. Ghneim, Esq.

Greenberg Traurig, P.A.

333 S.E. 2nd Avenue

Suite 4400

Miami, FL 33131

Tel: (305) 579-0500

Approximate date of commencement\nof proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities\nbeing registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,\ncheck the following box. ☒

If this Form is filed to\nregister additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list\nthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective\namendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement\nnumber of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective\namendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement\nnumber of the earlier effective registration statement for the same offering. ☐

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company,\nindicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial\naccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

注册人在此声明\n根据需要的日期对本注册声明进行修订，以延迟其生效日期，直到注册人提交进一步的修订，该修订明确说明根据《1933年证券法》第8(a)条，本注册声明将在之后生效，或者直到证券交易委员会根据上述第8(a)条确定本注册声明的生效日期。

本初步招股说明书中的信息不完整，可能会被更改。在向证券交易委员会提交的注册声明生效之前，出售股票的股东不得出售这些证券。本初步招股说明书不是出售这些证券的要约，也不是在任何允许要约或销售的司法管辖区内的 soliciting 要约。

\n \n \n \n \n \n \n

初步招股说明书

待完成

日期为2026年10月15日

Nocopi Technologies, Inc.

4,315,790股普通股

本招股说明书涉及根据本招股说明书中所列的出售股东（“出售股东”）不时出售最多4,315,790股面值为0.01美元的普通股（“普通股”）的发行和销售，Nocopi Technologies, Inc. 是一家马里兰州公司（“公司”），包括：(i) 3,750,000股普通股，由某些出售股东通过私募发行获得（统称为“私募发行”），(ii) 500,000股普通股，由密苏里州公司Polymeric U.S., Inc.（“Polymeric”）在我们收购Polymeric的大部分资产（“Polymeric收购”）时发行，以及(iii) 由本招股说明书中列明的一位出售股东持有的65,790股普通股。

我们不通过本招股说明书出售任何普通股，也不会从出售股东出售这些股票中获得任何收益。本招股说明书涵盖的普通股销售的所有净收益都将归出售股东所有。

出售股东，\n包括其各自的允许受让人、质押人或受赠人或其继承人，可以以不同方式和不同价格出售或以其他方式处置本招股说明书中所述的普通股。有关出售股东如何出售或以其他方式处置根据本招股说明书构成一部分的注册声明中注册的普通股的更多信息，请参见“分销计划”。

我们将支付\n根据《1933年证券法》（“证券法”）注册发行和销售普通股的费用，该法由出售股东提交，包括法律和会计费用。参见“分销计划”。

我们的普通股在\nOTC市场（OTCQB）上交易，股票代码为“NNUP”。2026年10月13日，我们普通股的收盘价为1.75美元。

投资我们的证券\n涉及在本招股说明书第3页开始的“风险因素”部分中描述的重大风险

美国证券交易委员会或任何州证券委员会均未批准或否决本招股说明书下发行的证券，也未确定本招股说明书是否真实或完整。与此相反的任何陈述均属刑事犯罪。

本招股说明书的日期是，2026年。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

关于本招股说明书	ii
招股说明书摘要	1
本次发行	2
风险因素	3
关于前瞻性声明的警示性说明	12
募集资金的使用	13
未经审计的合并简明财务信息	14
股息和股息政策	22
管理层对财务状况和经营成果的讨论与分析	23
业务	31
管理层	36
高管和董事薪酬	38
特定关系及关联方交易	41
特定受益人及管理层的证券持有情况	42
出售股东	43
证券描述及公司章程	44
发行计划	48
法律事项	50
专家	50
您可以获取更多信息的地点	51
合并财务报表索引	F-1

关于本招股说明书

本招股说明书是本公司向美国证券交易委员会（“SEC”）根据《证券法》提交的注册声明的一部分。\n根据本招股说明书，出售股东可能在不同时候，根据本文所述，通过一次或多次交易出售本招股说明书所述的普通股股票。本招股说明书向您提供了出售股东所发行证券的一般描述。我们还可能向本招股说明书构成其一部分的注册声明提交招股说明书补充文件，该补充文件可能包含与本次发行相关的重大信息。任何招股说明书补充文件也可能添加、更新或更改本招股说明书中的信息。我们在此招股说明书中所做的任何陈述将被我们随后在招股说明书补充文件中所做的不一致陈述修改或取代。

对于美国以外的投资者：我们或出售股东均未采取任何行动，允许在任何要求为此目的采取行动的司法管辖区进行本次发行或持有或分发本招股说明书，除美国以外。在境外获得本招股说明书的人士必须自行了解并遵守有关我们证券发行和在美国境外分发本招股说明书的任何限制。

我们向证券交易委员会（SEC）提交的注册声明中包含了一些附录，这些附录提供了本文招股说明书所讨论事项的更多细节。本文招股说明书包含了本文中所述某些文件的条款摘要，但完整信息应参考实际文件。所有摘要均受实际文件的完整条款约束。本文中提到的一些文件副本已提交、将提交或将在本招股说明书所属的注册声明中通过引用方式纳入。在做出投资决策前，请阅读本文招股说明书以及提交给证券交易委员会的相关附录和任何招股说明书补充文件，并参考“您可获取更多信息的途径”和“通过引用纳入”标题下的附加信息。

您应仅依赖本文招股说明书、任何招股说明书补充文件和注册声明中提供的或通过引用纳入的信息。我们或出售股票的股东未授权任何人向您提供本文招股说明书、任何招股说明书补充文件或注册声明中所含信息以外的其他或额外信息。如果有人向您提供其他或不一致的信息，您不应依赖该信息。仅在允许提供出售和购买我们普通股的要约的司法管辖区进行出售要约和购买要约的邀请。您应假设本文招股说明书和任何招股说明书补充文件或通过引用纳入的信息仅在该文件的相应日期准确。自该日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。

除非上下文另有要求，本文招股说明书中对“公司”、“Nocopi”、“我们”、“我们的”、“我们的”和“我们”的所有引用均指Nocopi Technologies, Inc.及其合并子公司。

招股说明书摘要

公司概况

我们开发并销售用于多个行业各种应用的特种反应性油墨。我们的特种油墨被我们的客户用于各种用途，从通过多种颜色激活使娱乐产品栩栩如生，到为文件和品牌认证提供安全目的，以减少因伪造文件复制或产品假冒和/或转移造成的损失。我们的主要市场是大型教育和玩具产品行业以及文件和产品认证行业。我们的收入主要来自以独家或非独家方式向将我们的技术纳入其产品中的被许可方授权我们的技术，以及向我们的被许可方或其授权印刷商销售包含我们技术的产品。

最新进展

2026年5月18日，我们与密苏里州公司Polymeric U.S., Inc.（“Polymeric”或“卖方”）以及Savara Capital（一家毛里求斯有限公司，也是卖方的唯一股东，“所有者”）签订了资产购买协议（“资产购买协议”），根据该协议，卖方和所有者同意将其Polymeric的业务出售给公司的全资子公司Polymeric Nocopi, LLC（“Polymeric Nocopi”）。根据资产购买协议，我们收购了（“Polymeric收购”）Polymeric的大部分资产，总购买对价为2,650,000美元，其中包括（a）1,900,000美元现金，该金额需根据常规营运资本调整和其他如下所述的减少项进行调整；（b）公司承担卖方的某些指定负债；以及（c）公司向卖方发行500,000股普通股。在交割日，我们向卖方支付了1,750,000美元，该金额代表购买价格中的现金部分，减去150,000美元的保留金额。Polymeric的业务运营主要涉及屏幕和数码油墨的制造和销售。我们认为此次收购将扩大公司的产品种类、制造能力、客户关系，并有望提升未来的收入机会并扩大公司的地理覆盖范围。

公司信息

Nocopi\n技术公司是一家马里兰州公司，成立于1990年12月18日。我们的主要办公地址位于宾夕法尼亚州国王广场Shoemaker路480号104室，邮编19406，电话号码为 (610) 834-9600。我们的网址是www.nocopi.com。本网站上的内容或可通过本网站访问的内容并未通过引用纳入本招股说明书，您不应将本网站上的内容或可通过本网站访问的内容视为本招股说明书的一部分，或作为购买我们证券的依据。

本次发行

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*由出售股东发行的股份*		\n 最多4,315,790股普通股，包括：(i) 3,750,000股普通股，系与私募发行相关的发行；(ii) 500,000股普通股，系与Polymeric收购相关的发行；以及(iii) 65,790股普通股，由本文件中列明的一位出售股东持有。出售股东在第43页开始的表格中列明。 \n
*本次发行前已发行的股份*		\n 11,910,064股普通股。 \n \n
*募集资金的用途*		\n 我们并未通过本招股说明书发行任何普通股，也不会从出售股东出售此类普通股中获得任何收益。 \n
*我们普通股的交易市场*		\n 我们的普通股在场外交易市场（OTCQB）上报价，股票代码为“NNUP。” \n
\n *风险因素* \n \n		投资于本招股说明书所发行的证券具有投机性，且涉及较高风险。您应仔细考虑本招股说明书第3页开始的“风险因素”部分所述的信息。

流通的普通股股份数量基于2026年10月9日流通的11,910,064股普通股，不包括尚未归属的限制性股票单位所发行的130,671股普通股。除非另有说明，本招股说明书中的所有信息均假设不发行任何尚未归属的限制性股票单位下的股份。

RISK FACTORS

投资我们的普通股涉及较高的风险。在决定是否购买我们的证券之前，请仔细考虑以下风险，以及本招股说明书中的其他信息，包括我们经审计的合并财务报表及相关附注。如果发生任何此类风险，我们的业务、财务状况、经营成果、现金流量和前景可能会受到重大不利影响。因此，我们普通股的交易价格可能会下跌，您可能会损失全部或部分对我们的普通股投资。

主要风险因素摘要

以下是对使投资我们的普通股具有投机性或风险性的重大风险的摘要。重要的是，此摘要并未涵盖我们面临的所有风险和不确定性。有关以下摘要中所列风险和不确定性的进一步讨论，以及我们面临的其他风险和不确定性，可以在本招股说明书的“风险因素”部分找到。

我们依赖主要客户。

我们依赖客户和被许可方开发新产品和市场，这些产品和市场将产生许可和产品收入的增加。如果我们的客户和被许可方无法维持至少当前水平的产品销售，使用我们技术的产品，这可能会对我们的经营成果和现金流产生不利影响。如果我们的客户和被许可方受到不利经济状况的影响，我们的收入也可能受到负面影响。我们通过与两家主要客户之间的许可关系获得相当大比例的收入。我们与两家被许可方的许可协议包含续约选项；但不能保证其中一项或两项许可在当前终止日期之后以相同或更有利的条款继续有效，也不能保证与这两家被许可方的关系在未来能为我们公司带来收入增长。

我们可能无法开发新业务。

我们的管理层认为，我们公司现金流的任何显著改善都必须来自于传统收入来源和新收入来源的增加，可能包括收购的业务。我们开发新收入的能力可能取决于我们市场活动、收购活动和研发活动的范围，而这些活动都是有限的。我们无法保证我们公司可用于市场推广、寻找合适收购和研发的资源足以使我们的收入增加到足以在未来维持正向经营现金流的水平。

我们无法成功收购和整合其他企业、资产、产品或技术可能会损害我们的经营成果。

尽管我们在2026年5月完成了一次收购，但管理层仍在积极评估其他收购机会，并与潜在的收购目标进行讨论。有时，我们可能会与正在谈判潜在收购的公司或正在对其开展尽职调查的公司签订意向书。尽管我们目前没有就任何其他收购与任何公司签订具有约束力的最终协议，但我们未来可能会签订此类安排，这可能会显著减少我们的可用现金，或迫使我们寻求额外的股权或债务融资。我们在成功收购和整合企业、产品和技术方面经验有限。我们可能无法成功谈判任何潜在收购的条款，开展彻底的尽职调查，融资收购或有效地将收购的企业、产品或技术整合到我们的现有业务和运营中。我们的尽职调查可能无法识别收购企业、产品或技术的所有问题、负债或其他缺点或挑战，包括与知识产权、产品质量监管合规实践、收入确认或其他会计实践或员工或客户问题相关的问题。我们可能会遇到保留被收购公司关键员工或整合不同企业文化方面的困难。

此外，就我们完成的任何业务收购而言，我们可能无法实现我们预期的协同效应或其他好处，我们可能会产生冲销、减值费用或未预见的负债，这可能对我们的经营成果或财务状况产生负面影响，或以其他方式损害我们的业务。如果我们使用现有现金为收购融资，可用现金的减少可能导致我们面临流动性问题，或在未来造成其他意外问题。如果我们通过发行股权证券为收购融资，现有股东的股权利益可能会被稀释，这可能对我们的股票市场价格产生不利影响。此外，考虑或完成收购并整合被收购企业可能会分散管理层和员工的时间和资源，使其无法关注其他事项。

我们的实际财务状况和经营成果可能与本招股说明书中包含的未经审计的合并财务信息有重大差异。

本招股说明书中包含的未经审计的合并财务信息仅用于说明目的，不一定反映如果在说明书中所指日期完成聚合物收购时我们的实际财务状况或经营成果，也不代表我们未来的经营成果或财务状况。我们的实际结果和财务状况可能与本招股说明书中包含的未经审计的合并财务信息有重大且不利的差异。

我们可能无法获得原材料和待售产品。

我们使用大量原材料。有时，本公司需要在装运前预先支付现金给某些供应商。本公司无法及时获得原材料，以及某些供应商可能永久停止向本公司提供所需产品和服务的可能性，可能导致向客户发货延迟，并进一步影响本公司服务客户的能力，从而对本公司与客户及被许可方的关系产生不利影响。我们无法保证本公司能够以可接受的方式维持与供应商的关系。

我们可能会经历季度和年度运营结果的不均衡模式。

本公司的收入主要来自于其技术的许可和销售以及这些产品的特许权使用费，难以预测；这种预测困难是由于，除其他原因外，本公司技术的销售周期较长，客户可能延迟或推迟实施本公司技术，单个许可协议的启动规模和时间，本公司被许可方和战略合作伙伴在开发本公司授权产品市场方面的成功，客户预算的修改，以及特许权使用费收入和产品订单的不均衡模式。由于我们的收入基础并不雄厚，许可合同的最终确定延迟、本公司技术的实施以启动收入流以及客户的订购决策可能会对本公司季度和年度收入预期产生重大不利影响。由于我们的运营费用基本上是固定的，收入预期也将面临类似的不利结果。随着娱乐和玩具产品市场的被许可方增加，本公司收入流的可预测性可能会进一步受到影响。

可能导致本公司收入和运营结果在季度之间波动的其他重要因素包括：

我们保留现有客户、吸引新客户并满足客户要求的能力；

总体经济状况；

我们定价政策的变化；

我们扩展业务的能力；

我们成功整合收购业务的能力；

新产品和服务的推出；

我们服务中的技术困难或中断；

与未来收购业务相关的成本；以及

非常规费用，如诉讼或其他争议相关和解付款。

其中一些因素不在我们的控制范围内，其中任何一个或多个因素的发生可能导致我们的运营结果出现较大波动。因此，我们认为，本公司收入和运营结果的季度间比较可能没有意义，不应作为未来表现的指标。

我们的知识产权可能无法得到充分保护。

我们的公司依赖于根据适用的国内、国外或国际专利、商标和商业秘密法律可能提供的各种保护措施。我们还依赖保密协议、非分析协议和许可协议来建立和保护我们在专有技术方面的权利。尽管我们努力保护这些权利，但我们的技术可能通过逆向工程、独立发明或其他方式受到损害。此外，由于流动性紧张，我们通过适当法律行动执行知识产权权利的能力已经并且将继续受到限制。我们无法保证我们的公司能够保护其技术基础不被第三方发现，或阻止第三方进行侵犯我们公司权利的活动。我们无法保证我们能够继续申请新的专利并维持已颁发的专利。因此，我们的客户和被许可人关系可能会受到不利影响，我们的技术及知识产权（包括清算时的价值）的价值可能会大幅降低。

我们公司的收入容易受到整体经济状况变化的影响。

我们公司的收入容易受到整体经济状况变化的影响。我们的销售额、流动性以及整体经营成果可能受到消费者信心下降、消费者支出放缓或美国经济整体或我们获得收入的任何地理市场出现其他衰退的负面影响。此外，这些因素可能导致客户和被许可人对我们产品的需求减少，并可能对我们开发新客户和被许可人能力产生负面影响。由于全球经济发展存在不确定性，我们无法预测这些状况对我们的客户和被许可人产生的影响。因此，我们无法预测持续的全球金融不确定性或经济放缓带来的负面影响的范围和程度。

我们受与运营相关的监管合规要求的约束。

我们受与职业安全和健康、劳动和商业实践相关的各种美国政府法规的约束。未能遵守现行或未来的法规可能导致处以高额罚款、停产、改变生产流程、停止运营或其他措施，这可能对我们的业务造成损害。

我们目前以及未来可能拥有存放于可能超过联邦存款保险公司提供的保险覆盖的金融机构的资产，失去这些资产将对我们的运营和流动性产生严重负面影响。

我们目前在某些美国金融机构持有现金资产，未来可能继续持有，其金额可能超过联邦存款保险公司（\"FDIC\"）的25万美元保险限额。截至2025年12月31日，我们公司的存款和短期投资在某家金融机构的金额超过了25万美元的FDIC存款保险覆盖范围，超出金额为11,303,600美元。如果我们在某家金融机构存放的存款或其他资产发生失败，我们可能会因超出FDIC保险限额的部分而遭受损失，这可能对我们流动性、财务状况和经营成果产生重大不利影响。

我们可能因使用危险材料而承担法律责任。

我们的业务和设施受多项联邦、州和地方法律法规的约束，这些法规涉及我们运营中使用或产生的某些有毒或危险材料和废物的产生、处理、处理、储存和处置。其中许多环境法律法规使土地的现任或前任所有者或占用者对调查、清除或修复危险材料的费用承担法律责任。此外，这些法律法规通常规定，无论所有者或占用者是否知道或负责危险材料的存在，或导致危险材料存在的行为是否符合法律规定，都应承担法律责任。在我们的业务中，我们使用储存在现场的危险材料。我们在制造过程中使用各种可能有毒并受各种环境控制的化学品。由非关联的废物运输商将这些材料使用产生的废物运至场外处理。许多环境法律法规要求废物产生者在场外处置地点采取补救措施，即使处置是合法进行的。这些法律法规的要求复杂，经常变化，未来可能会变得更加严格。未能遵守现行或未来的环境法律法规可能导致处以高额罚款、停产、改变生产流程、停止运营或其他措施，这可能严重损害我们的业务。

我们可能无法保护信息系统免受网络攻击或事件的影响，或如果我们的信息系统受到其他干扰。

我们依赖信息技术，包括公共网站和基于云的服务，进行许多对我们的业务重要的活动。如果我们没有分配并有效管理构建和维持信息技术基础设施所需的资源，如果我们未能及时识别或适当应对网络安全事件，或者我们的信息系统遭到损坏、摧毁或关闭（无论是由于自然灾害、火灾（直接或通过烟雾损坏）、停电、恐怖主义行为或其他灾难性事件、网络中断、软件、设备或电信故障、用户错误，或故意的网络攻击，如恶意或破坏性软件、拒绝服务攻击、恶意社会工程、黑客等），我们的业务可能会受到干扰，并可能面临：交易错误；处理效率低下；失去或无法吸引新客户；因未经授权使用、获取或披露或访问机密信息而造成的收入损失；知识产权或商业秘密的损失或损害，包括敏感数据、机密信息或其他资产的损失或未经授权的披露；声誉受损；诉讼；监管执法行动；违反数据隐私、安全或其他法律。

与许多创新一样，人工智能（\"AI\"）会带来风险、挑战和意外后果，这可能会影响其采用，从而影响我们的业务。AI算法和训练方法可能存在缺陷、无效或不足。AI的快速发展，特别是预期的政府对AI的监管，可能需要大量的资源来满足合规要求，无论是在此类系统或软件的开发、测试或维护过程中。我们或第三方提供商的AI开发或部署实践可能增加对网络安全风险的脆弱性，并需要额外的资源来实施加强的网络安全措施以保护我们的数据安全。任何潜在AI系统的这些缺陷和其他故障可能导致我们面临竞争损害、监管行动、法律问责和品牌或声誉损害。

我们在密苏里州堪萨斯城和宾夕法尼亚州国王广场的设施中开展大部分业务和制造活动，我们无法控制的情况可能导致严重的业务中断。

我们在密苏里州堪萨斯城和宾夕法尼亚州国王广场的设施中开展所有运营活动。我们的运营容易受到火灾、地震、洪水或其他自然灾害、与传染病相关的隔离或其他中断、国家灾难、恐怖活动、战争、由于停电、电信故障、人为错误、物理或电子安全漏洞和计算机病毒导致的计算和通信基础设施中断以及其他我们无法控制的事件的影响。我们没有详细的灾难恢复计划。

会计原则和指导方针的变化或其解释，可能导致不利的会计费用或影响，包括对我们已提交的财务报表的修改，这可能导致我们的股价下跌。

我们按照GAAP编制财务报表。这些原则可能受到SEC和各种负责解释和制定适当会计原则和指导的机构的解释。这些原则或指导的变更，或其解释的变更，可能对我们的报告结果产生重大影响，并可能追溯性地影响以前报告的结果。

如果我们无法维持有效的内部控制环境以及对财务报告的充分控制程序，可能会对投资者信心产生不利影响，从而影响我们股票的价格。

我们被要求对财务报告保持适当的内部控制以及与我们的披露相关的充分控制。根据《证券交易法》第13a-15(f)条的定义，财务报告的内部控制是一个由或在首席执行官和首席财务官的监督下设计的流程，并由董事会、管理层和其他人员执行，以提供关于财务报告的可靠性以及根据公认会计原则编制对外财务报表的合理保证。如果我们无法保持充分的控制，我们的业务、经营成果、财务状况或股票价值可能会受到不利影响。

如果公司未能建立和维持有效的控制环境，公司的合并财务报表可能包含重大错报，并可能需要修订或重述其财务结果，这可能对公司的业务、经营成果和财务状况产生重大不利影响，限制其进入资本市场的能力，要求其耗费大量资源来纠正任何此类弱点，使其面临罚款、处罚或判决，损害其声誉或以其他方式导致投资者信心下降，所有这些都可能对我们的业务、财务状况、经营成果和现金流量产生重大不利影响。

我们是一家小型上市公司，作为上市公司的要求对系统和资源是一种负担，是管理层注意力的分散，并且成本高昂。

作为上市公司，我们受1934年《证券交易法》（经修订）（“《证券交易法》”）、2002年《萨班斯-奥克斯利法案》（“《萨班斯-奥克斯利法案》”）和《多德-弗兰克华尔街改革与消费者保护法案》（“《多德-弗兰克法案》”）的报告要求约束。这些规则和法规的要求增加了法律、会计和财务合规成本，使一些活动更加困难、耗时和昂贵，并可能对我们人员、系统和资源造成压力。

《交易法》要求我们，除其他事项外，就我们的业务和经营成果向其提交年度、季度和即时报告。《萨班斯-奥克斯利法案》要求我们，除其他事项外，每年评估我们财务报告内部控制的有效性以及每季度评估我们信息披露控制和程序的有效性。特别是《萨班斯-奥克斯利法案》第404节（“第404节”），要求我们对财务报告的内部控制进行系统和流程评估和测试，以便管理层能够就我们财务报告内部控制的有效性发表报告。我们遵守第404节适用条款的要求，需要承担大量的会计费用，并在实施额外的公司治理实践和遵守报告要求方面耗费大量管理时间。此外，如果我们未能及时遵守适用于我们的第404节要求，或者如果我们或我们的独立注册会计师事务所发现我们的财务报告内部控制中存在被认定为重大缺陷的不足之处，我们股票的市场价格可能会下跌，并且我们可能会受到证券交易委员会（SEC）或其他监管机构的制裁或调查，这将需要额外的财务和管理资源。此外，如果发现我们的不足之处，投资者对我们公司的看法可能会受到影响，这可能导致我们股票市场价格下跌。无论是否遵守第404节，我们财务报告内部控制的任何失败都可能对我们公布的经营成果产生重大不利影响，并损害我们的声誉。如果我们无法有效或高效地实施这些要求，这可能会影响我们的运营、财务报告或财务结果。

此外，有关公司治理和公开披露的不断变化的法律、法规和标准正在给上市公司带来不确定性，增加了法律和财务合规成本，并使一些活动更加耗时。这些法律、法规和标准存在不同的解释，很多时候是由于其缺乏明确性，因此，随着监管和管理机构提供新的指导，其实际应用可能会随着时间的推移而演变。这可能导致持续的合规不确定性以及因不断修订披露和治理实践而产生的更高成本。我们计划投入资源以遵守不断发展的法律、法规和标准，这种投入可能导致一般及行政费用增加，并使管理层的时间和注意力从创收活动转移到合规活动上。如果由于与适用性和实践相关的模糊性，我们遵守新法律、法规和标准的努力与监管或管理机构预期的活动不同，监管机构可能会对我们提起法律诉讼，我们的业务可能会受到不利影响。

我们预计这些法律、规则和法规将使我们继续获得董事和高管责任保险变得更加困难和昂贵，我们可能需要承担大量成本以维持适当的保险水平。这些因素也可能使我们更难吸引和留住合格的董事会成员，特别是审计委员会成员以及合格的高管。

由于我们是一家上市公司，我们的业务和财务状况更加透明，我们认为这可能导致受到竞争对手和其他第三方的威胁或实际诉讼。如果这些指控成立，我们的业务和经营成果可能会受到不利影响，即使这些指控未导致诉讼或最终对我们有利，这些指控以及解决它们所需的时间和资源可能会分散管理层的时间和资源，并对我们的业务和经营成果产生不利影响。

作为一家不属加速申报公司的较小报告公司，我们受到缩减披露要求的约束，这可能使投资者分析我们的经营成果和财务前景更加困难。

作为一家不属加速申报公司的较小报告公司，我们（i）可以在申报中提供简化的高管薪酬披露，（ii）免于《萨班斯法案》第404(b)条的规定，该规定要求独立的注册公共会计公司对财务报告的内部控制有效性提供鉴证报告，以及（iii）在向美国证券交易委员会的申报中，有其他减少的披露义务，包括在年度报告中只需提供两年的经审计财务报表。因此，投资者分析我们的经营成果和财务前景可能会更加困难。

我们的普通股价格具有波动性。

我们无法保证我们的普通股市场价格会保持在当前水平，市场价格的下跌可能导致投资者的重大损失。我们的普通股市场价格可能会受到以下一个或多个因素的显著影响：

与我们行业或我们自身业务或前景相关的公告或新闻稿；

影响我们或我们行业的一般性监管、立法或其他发展；

受限证券持有人根据有效的注册声明或注册豁免进行的销售；以及

与我们公司、我们行业以及股市一般相关的特定市场状况。

我们股份的未来销售可能会压低我们普通股的市场价格。

由于市场上大量出售我们的普通股，或市场认为这些出售可能发生，我们普通股的市场价格可能会下跌。这些出售，或这些出售可能发生的可能性，也可能使我们在未来以我们认为适当的时间和价格出售股权证券变得更加困难。任何我们的主要股东在公开市场上出售我们的普通股，或市场认为这些出售可能发生，都可能对我们的普通股现行市场价格产生不利影响。

我们无意就我们的证券支付任何现金股息，因此除非您出售您的股票，否则您无法获得投资回报。

我们打算保留未来的所有收益以资助我们业务的发展和扩张。我们不预期就我们的证券支付任何现金股息。除非我们支付股息，否则我们的证券持有人除非出售其证券，否则无法获得证券回报。

我们普通股的市场有限，这可能使您出售股票更加困难。

我们的普通股在场外交易市场（OTCQB）上报价，代码为“NNUP”。由于我们普通股的交易市场有限，因此无法保证任何可能发展起来的市场流动性、您出售我们普通股的能力或您可能出售我们普通股的价格。

我们的普通股未来可能受到“低价股”规则的约束。被归类为“低价股”的证券可能更难重新出售。

证券交易委员会已制定了规定，通常将“低价股”定义为每股市场价格低于5.00美元的股权证券，但受特定豁免的限制。虽然我们目前的普通股由于我们的有形净值超过200万美元且我们已连续运营至少（3）年而被豁免，不属于“低价股”，但如果我们无法继续符合此豁免条件，或任何其他可用的“低价股”定义豁免，我们的普通股将变为“低价股”。这些规则对经纪人-交易商推荐非“合格客户”或“合格投资者”购买或出售低价股施加了额外的销售实践要求。例如，经纪人-交易商必须确定非合格人员投资低价股的适当性。经纪人-交易商还必须在交易前提供标准化的风险披露文件，该文件提供有关低价股和低价股市场风险的信息。经纪人-交易商还必须向客户提供低价股的当前买卖报价，披露经纪人-交易商及其销售人员在交易中的报酬，提供显示客户账户中持有的每只低价股市场价值的月度账户报表，提供一份特别书面决定，说明低价股是购买者的合适投资，并获得购买者的书面同意进行交易。

投资者在“低价股”方面可获得的法律救济措施可能包括以下内容：

如果“低价股”违反上述要求或其它联邦或州证券法被出售给投资者，投资者可能能够取消购买并获得投资退款。

如果“低价股”以欺诈方式出售给投资者，投资者可能能够对实施欺诈的个人和公司提起诉讼以获得赔偿。

这些要求可能会对二级市场中受“便士股票”规则约束的证券的交易活动水平产生影响。这些额外的负担可能会使经纪自营商不愿进行我们证券的交易，这可能会严重限制我们证券的市场价格和流动性。这些要求可能会限制经纪自营商出售我们普通股的能力，也可能影响您出售我们普通股的能力。

许多经纪公司会劝阻或避免推荐投资于便士股票。大多数机构投资者不会投资于便士股票。此外，由于这些投资通常伴随更高的财务风险，许多个人投资者也不会投资于便士股票。

出于这些原因，便士股票可能市场有限，因此流动性也有限。我们无法保证我们的普通股或是否会于未来被归类为“便士股票”。

FINRA的销售实践要求可能会限制股东购买和出售我们股票的能力。

除了上述的“便士股票”规则外，金融业监管局（“FINRA”）还制定了要求，即在向客户推荐投资时，经纪自营商必须有合理的依据相信该投资适合该客户。在向非机构客户推荐投机性、低价证券之前，经纪自营商必须合理努力获取有关客户财务状况、税务状况、投资目标和其他信息。FINRA的要求可能会使经纪自营商更难以推荐其客户购买我们的普通股，这可能会导致我们普通股的交易活动水平下降。因此，可能更少的经纪自营商愿意为我们普通股做市，从而限制股东出售股份以及我们普通股的整体流动性。

我们章程和细则中的条款可能会延迟或阻止第三方收购我们的公司。

我们的章程、细则和马里兰州法律包含可能使第三方在未经我们董事会（“董事会”）同意的情况下收购我们公司的难度增加的条款。此外，这些条款可能会降低未来投资者愿意为我们的普通股支付的价格。这些反收购条款包括：

授权董事会在未经股东批准的情况下发行优先股，从而增加流通股数量，这可能会阻止或防止收购尝试；

禁止在董事选举中采用累积投票制，这将使不足多数的股东无法选举董事候选人；

规定董事会任何空缺只能由在任的剩余董事的多数投票决定，即使剩余董事不构成法定人数；

规定董事会分为三个小组，每年大约选举三分之一的董事；

规定董事会明确授权制定、修改或废除我们的细则；

规定我们的公司股东只能通过至少三分之二的股东投票表决才能罢免董事会任何成员，且此类罢免必须有正当理由；以及

规定董事会成员人数只能通过董事会投票决定。

此外，根据马里兰州法律，我们公司与任何关联股东之间的商业合并（包括合并、兼并、股份交换），或在法规规定的情况下，资产转让或权益证券的发行或重新分类，在五年期内是被禁止的。关联股东通常指直接或间接持有我们公司10%或以上普通股的任何个人，或关联股东的关联方。在此期间结束后，此类合并必须获得两次超级多数股东投票批准，除非普通股股东以马里兰州法律规定的最低价格获得现金或其他与关联股东此前支付形式相同的对价。该法规允许各种豁免，包括在关联股东成为关联股东之前由董事会批准的商业合并。

我们的公司章程规定，马里兰州巴尔的摩市巡回法院是某些诉讼（包括派生诉讼）的唯一和专属法庭，这可能会限制股东在对其与公司及其董事、高管、其他员工或公司股东的争议中选择其认为有利的司法法庭的能力，并可能阻止针对此类争议提起诉讼。

除非公司书面同意选择替代法庭，否则马里兰州巴尔的摩市巡回法院（“马里兰州巡回法院”）（或如果马里兰州巡回法院没有管辖权，则为马里兰州地区法院）（“专属法庭”）将是（a）（i）任何主张内部公司索赔的诉讼的唯一和专属法庭，该术语在《马里兰州公司法》（MGCL）中有定义（不包括任何依据联邦证券法产生的诉讼），包括但不限于（ii）任何主张董事、高管或其他员工对公司或公司股东的适用行为标准或任何义务的违反的诉讼，以及（iii）任何依据《马里兰州公司法》、章程或本章程任何条款提出的针对公司或任何董事、高管或其他员工的诉讼，（b）任何其他依据内部事务原则管辖的针对公司或任何董事、高管或其他员工的诉讼。此外，尽管前述内容有相反规定，除非公司书面同意选择替代法庭，否则马里兰州地区法院（“证券法专属法庭”）将是解决任何依据《1933年证券法》提出的诉讼请求的唯一和专属法庭。

尽管我们认为这些独家论坛条款对我们有利，因为它为特定类型的诉讼和程序提供了更一致的马里兰州法律适用性，但这些条款可能会限制股东在与公司及其董事、高管或其他员工发生争议时，在其认为有利的司法论坛提起诉讼的能力，并可能阻止针对此类索赔的诉讼。

本次招股书下可能出售大量普通股，这可能导致我们普通股的价格下跌。

我们正在注册出售4,315,790股普通股。此次发售以及未来在公开市场上大量出售我们普通股的行为，或市场对这些发售可能发生的预期，可能会对我们的普通股价格产生不利影响。我们无法预测这些普通股的市场销售或可供销售的普通股对我们的普通股市场价格可能产生的影响。

关于前瞻性声明的警示说明\n

本招股书包含前瞻性声明。本招股书中的所有声明，除历史事实的陈述外，均为前瞻性声明。前瞻性声明涉及风险和不确定性，例如关于我们的计划、目标、期望、假设或未来事件的陈述。在某些情况下，您可以通过诸如“预期”、“估计”、“计划”、“预测”、“持续”、“正在进行”、“期望”、“我们相信”、“我们意图”、“可能”、“应该”、“将”、“可以”等术语，以及表示不确定性的行动或可能、将或预计在未来发生的类似表达来识别前瞻性声明。这些声明涉及估计、假设、已知和未知的风险、不确定性及其他因素，这些因素可能导致实际结果与前瞻性声明中明示或暗示的任何未来结果、表现或成就有重大差异。

前瞻性声明的示例包括但不限于：

预期的运营结果，如收入、费用和资本支出。

当前或未来市场状况的波动。

我们认为我们有足够的流动性来资助我们未来12个月的业务运营。

客户保留、产品开发、市场地位和风险管理的战略。

我们执行收购战略的能力，包括对任何收购业务的整合。

前瞻性声明\n既不是历史事实，也不是对未来表现的保证。相反，它们仅基于我们目前的信念、期望和\n对业务未来、未来计划和策略、预测、预期事件和趋势、经济环境\n及其他未来状况的假设。由于前瞻性声明涉及未来，因此它们受到固有的不确定性、风险\n和难以预测的情况变化的影响，其中许多是无法控制的。我们的实际结果和财务状况可能与前瞻性声明中所表明的有重大差异。因此，您不应依赖任何这些\n前瞻性声明。可能导致我们的实际结果和财务状况与前瞻性声明中所表明的有重大差异的重要因素包括，但不限于以下内容：

我们与客户建立新的长期关系或保留重要现有客户的成功程度以及可能导致客户使用竞争对手服务的服务失败程度。

战略举措，包括业务收购以及我们整合收购业务的成功程度。

我们改善对供应商的当前信用评级的能力以及这样做的对原材料和其他成本及竞争地位的影响。

失去我们的知识产权保护或我们的知识产权价值下降的影响。

客户需求的变化。

发生敌对行动、政治不稳定或灾难性事件。

法律法规的发展和变化，包括通过立法行动对我们的行业增加监管和修订规则和标准。

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

Important factors that could\ncause actual results to differ materially from those indicated or implied by forward-looking statements include those described under\n“Risk Factors” in this prospectus and in our filings with the SEC. Any forward-looking statements represent our views only\nas of the date of this prospectus and should not be relied upon as representing our views as of any subsequent date. All forward-looking\nstatements are expressly qualified in their entirety by this cautionary statement. Except as required by law, we disclaim any obligation\nto update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

USE OF PROCEEDS

We will not receive any proceeds\nfrom the sale of shares of common stock by the selling stockholders. All net proceeds from the sale of shares of common stock covered\nby this prospectus will go to the selling stockholders. We expect that the selling stockholders will sell their shares of common stock\nas described under “Plan of Distribution.”

Unaudited\nPro Forma Condensed Combined Financial Information

On May 18, 2026, we completed\nour previously announced Polymeric Acquisition, pursuant to which Polymeric Nocopi LLC, a wholly owned subsidiary of Nocopi, acquired\nsubstantially all of the assets of Polymeric, relating to the business of manufacturing, developing, producing and commercializing specialized\nink and coating solutions for industrial, digital and screen printing applications operating under the “Polymeric” trade name\n(the “Business”).

The unaudited pro forma condensed\ncombined financial information is provided for informational purposes only, is based on various adjustments and assumptions and is not\nnecessarily indicative of what Nocopi’s consolidated statement of operations or consolidated balance sheet would have been had the\nPolymeric Acquisition been completed as of the dates indicated, nor is such information necessarily indicative of what Nocopi’s\nconsolidated statement of operations or balance sheet will be for any future periods

The unaudited pro forma condensed\nfinancial information for the year ended December 31, 2025 and the three months ended March 31, 2026 has been derived by the application\nof pro forma adjustments to the historical financial statements of Nocopi and Polymeric, giving effect to the Polymeric Acquisition as\nif it had occurred on January 1, 2025.

The following unaudited pro\nforma condensed combined financial information presents the pro forma effects of the Polymeric Acquisition.

The following unaudited\npro forma condensed combined financial information is based on the historical financial statements of Nocopi Technologies, Inc. (“Nocopi”\nor the “Company”) and Polymeric U.S., Inc. (“Polymeric” or the “Seller”) as of March 31, 2026 and\nfor the three months ended March 31, 2026 and the year ended December 31, 2025, after giving effect to the acquisition (the “Acquisition”)\nof substantially all the assets of Polymeric by Nocopi pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”)\ndated May 18, 2026 between and among the Company, Polymeric and Savara Capital, a Mauritius limited company and the sole shareholder\nof the Seller (the “Owner”). The Acquisition has been accounted for as an acquisition of Polymeric by the Company under applicable\naccounting principles.

Pursuant to the Asset\nPurchase Agreement, the aggregate consideration paid by Nocopi was $2,650,000 (the “Purchase Price”), which consisted of\n(a) $1,900,000 in cash (the “Cash Consideration”), subject to customary working capital adjustments and other reductions\ndescribed below, (b) the assumption by Nocopi of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000\nshares of the Company’s common stock, par value $0.01 per share (“Common Stock”) to the Seller. At the closing of the\nAcquisition (the “Closing” and the date thereof, the “Closing Date”), Nocopi delivered to the Seller $1,750,000,\nwhich represented the Cash Consideration portion of the Purchase Price, less a holdback amount of $150,000 (the “Holdback Amount”).

The Holdback Amount is\nbeing retained by Nocopi with respect to the post-closing working capital adjustment and the indemnification obligations of the Seller\nand Owner under the Asset Purchase Agreement, and will be released to the Seller, in each case net of any working capital setoff, encumbered\namounts and finally resolved indemnification claims, as follows: (a) up to $50,000 within five business days following the final determination\nof the post-closing working capital adjustment, (b) up to $50,000 on the 12-month anniversary of the Closing Date and (c) the remaining\nbalance, if any, on the 18-month anniversary of the Closing Date.

The following unaudited\npro forma condensed combined financial information has been derived by the application of pro forma adjustments to the historical financial\nstatements of the Company and Polymeric. The unaudited pro forma condensed combined financial information gives effect to the Acquisition\nas if the Acquisition had occurred on January 1, 2025 with respect to the unaudited annual pro forma condensed combined statements of\noperations, and as of January 1, 2026 for the three months ended March 31, 2026 unaudited pro forma condensed combined statements of\noperations, and as of March 31, 2026 with respect to the unaudited pro forma condensed combined balance sheets.

The unaudited pro forma\ncondensed combined financial information has been prepared by management and is based on Nocopi’s historical financial statements\nand the assumptions and adjustments described in the notes to the unaudited pro forma financial information below. The presentation of\nthe unaudited pro forma condensed combined financial information has been prepared by Nocopi in accordance with Article 11 of Regulation\nS-X.

The final Purchase Price\nallocation is subject to the final determination of the fair values of acquired assets, assumed liabilities and consideration paid, therefore,\nthe allocation and the resulting effect on the financial statements may differ materially from the unaudited pro forma amounts included\nherein.

The unaudited pro forma\ncondensed combined financial information reflects the assumptions and adjustments described in the accompanying notes to the unaudited\npro forma condensed combined financial information. The pro forma transactions and adjustments (collectively, the “Transaction\nAccounting Adjustments”) are based on available information and on assumptions that the Company believes are reasonable under the\ncircumstances to reflect, on a pro forma basis, the aggregate impact of the relevant transactions on the historical financial information\nof Nocopi. The Transaction Accounting Adjustments consist of those necessary to account for the Acquisition. The Transaction Accounting\nAdjustments are described in the notes to the unaudited pro forma condensed combined financial information.

In preparing the unaudited\npro forma condensed combined financial information, the following historical information was used:

\n \n \n \n \n \n \n \n \n

	•	We have\n derived the Company’s historical financial data as of March 31, 2026 and for the three months ended March 31, 2026 from its\n unaudited financial statements contained on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”)\n and for the year ended December 31, 2025 from its audited financial statements contained on Form 10-K as filed with the SEC; and \n
	•	We\n have derived Polymeric’s historical financial statements as of March 31, 2026 and for the three months ended March 31, 2026\n from its unaudited financial statements filed as Exhibit 99.2 to the Current Report on Form 8-K to which this pro forma financial\n information is filed as Exhibit 99.3 and for the year ended December 31, 2025 from Polymeric’s audited financial statements\n filed as Exhibit 99.1 to the Current Report on Form 8-K to which this pro forma financial information is filed as Exhibit 99.3.

The unaudited pro forma\ncondensed combined financial information is presented for informational purposes only and is not intended to reflect the results of operations\nor the financial position of the Company that would have resulted had the Acquisition been effective during the periods presented or\nthe results that may be obtained by the Company in the future. The unaudited pro forma condensed combined financial information as of\nand for the periods presented does not reflect future events that may occur after the Acquisition, including, but not limited to, synergies\nor revenue enhancements arising from the Acquisition. Future results may vary significantly from the results reflected in the unaudited\npro forma condensed combined financial information.

On May 18, 2026, the Company\nentered into Stock Purchase Agreements (the “Stock Purchase Agreements”), by and between the Company and various institutional\ninvestors (the “Investors”). The Stock Purchase Agreements provide for the private issuance (the “Private Placement”)\nto the Investors of an aggregate of 266,668 shares of Common Stock at a purchase price of $1.50 per share. To date, the Company received\ngross proceeds of $299,000 and recorded a subscription receivable of $101,000 in connection with this Private Placement. The adjustments\nrelated to this Private Placement are shown in a separate column as “Financing and Other Adjustments.” The Financing and\nOther Adjustments are described further in the notes to the unaudited pro forma condensed combined financial information.

NOCOPI\nTECHNOLOGIES, INC.

UNAUDITED\nPRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF MARCH\n31, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Nocopi\n Technologies, Inc.			Polymeric\n U.S., Inc			Transaction\n Accounting Adjustments				Financing\n and Other Adjustments			Pro\n Forma Combined
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	11,913,000			$	892,955		$	(2,642,955	)		a,c	$	299,000	f	$	10,462,000
Subscription receivable		—				—			—					101,000	f		101,000
Accounts receivable, net		1,132,000				490,754			—					—			1,622,754
Inventory, net		404,100				1,421,011			—					—			1,825,111
Prepaid expenses and other curent assets		86,800				175,623			—					—			262,423
Refundable income taxes		—				29,086			(29,086	)		c		—			—

Total Current Assets		13,535,900				3,009,429			(2,672,041	)				400,000			14,273,288

OTHER ASSETS:
Property and equipment, net		21,200				61,096			—					—			82,296
Goodwill		—				—			480,434			b		—			480,434
Intangible assets, net		—				153,904			140,263			b		—			294,167
Long-term receivables		639,600				—			—					—			639,600
Operating lease right of use assets		142,300				139,517			339,712			e		—			621,529

Total Assets	$	14,339,000			$	3,363,946		$	(1,711,632	)			$	400,000		$	16,391,314

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	33,500			$	160,487		$	—				$	—		$	193,987
Accrued expenses and other liabilities		114,200				56,568			—					—			170,768
Stock compensation payable		48,300				—			—					—			48,300
Purchase consideration payable – holdback, current		—				—			100,000			a		—			100,000
Current maturities of long-term debt		—				31,001			—					—			31,001
Operating lease liability –\n current		82,200				137,441			28,960			e		—			248,601

Total Current Liabilities		278,200				385,497			128,960					—			792,657

LONG-TERM LIABILITIES:
Accrued expenses, non-current		44,700				—			—					—			44,700
Long-term debt, less current maturities		—				25,029			—					—			25,029
Purchase consideration payable – holdback, long-term		—				—			50,000			a		—			50,000
Operating lease liability –\n non-current		67,100				2,076			310,752			e		—			379,928

Total Liabilities		390,000				412,602			489,712					—			1,292,314

STOCKHOLDERS' EQUITY:

Common stock		111,000				12			4,988			a,d		2,667			118,667
Additional paid-in capital		26,103,700				5,701,841			(4,956,841	)		a,d		397,333			27,246,033
Accumulated deficit		(12,265,700	)			(2,750,509	)		2,750,509			d					(12,265,700	)

Total stockholders' equity		13,949,000				2,951,344			(2,201,344	)				400,000			15,099,000

Total Liabilities and Stockholders' Equity	$	14,339,000			$	3,363,946		$	(1,711,632	)			$	400,000		$	16,391,314

NOCOPI\nTECHNOLOGIES, INC.

UNAUDITED\nPRO FORMA STATEMENTS OF OPERATIONS

AS OF MARCH\n31, 2026

	For the Three Months Ended			For the Year Ended
	March\n 31, 2026			December\n 31, 2025

		Nocopi\n Technologies, Inc.				Polymeric\n U.S., Inc			Pro\n Forma Combined			Nocopi\n Technologies, Inc.			Polymeric\n U.S., Inc			Pro\n Forma Combined

Total revenues	$	389,700			$	1,307,472		$	1,697,172		$	1,493,800		$	5,323,161		$	6,816,961

Cost of revenues		199,100				824,494			1,023,594			680,400			3,716,816			4,397,216

Gross profit		190,600				482,978			673,578			813,400			1,606,345			2,419,745

Operating Expenses:
Research and development		55,800				—			55,800			179,900			—			179,900
Sales and marketing expenses		74,500				23,188			97,688			282,600			194,516			477,116
General and administrative expenses		221,800				315,467			537,267			952,300			1,584,185			2,536,485

Total Operating Expenses		352,100				338,655			690,755			1,414,800			1,778,701			3,193,501

Net Income (Loss) from Operations		(161,500	)			144,323			(17,177	)		(601,400	)		(172,356	)		(773,756	)

Other Income (Expense):
Interest income		105,200				3,855			109,055			470,600			11,292			481,892
Other expense		—				(1,009	)		(1,009	)					1,797			1,797
Interest expense and bank charges		(6,000	)			(1,290	)		(7,290	)		(24,100	)		(258,368	)		(282,468	)

Total Other Income (Expense), net		99,200				1,556			100,756			446,500			(245,279	)		201,221

Income (Loss) before provision for income taxes		(62,300	)			145,879			83,579			(154,900	)		(417,635	)		(572,535	)

Provision for income taxes		—				—			—			—			(13,479	)		(13,479	)

Net income (loss)	$	(62,300	)		$	145,879		$	83,579		$	(154,900	)	$	(431,114	)	$	(586,014	)

Net income (loss) per common share - basic and diluted
Basic and Diluted	$	(0.01	)					$	0.01		$	(0.01	)				$	(0.05	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic\n and Diluted (g)		11,057,345							11,557,345			10,800,154						11,300,154

NOCOPI TECHNOLOGIES, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED\nFINANCIAL INFORMATION

March 31, 2026

Note 1: Basis of Presentation

On May 18, 2026, Nocopi\nTechnologies, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)\nwith Polymeric U.S., Inc. (“Polymeric” or the “Seller”), a Missouri corporation, and Savara Capital, a Mauritius\nlimited company, and the sole shareholder of the Seller (the “Owner”). Pursuant to the Asset Purchase Agreement, the Company\nacquired (the “Acquisition”) substantially all the assets of Polymeric for an aggregate consideration paid of $2,650,000,\nwhich consisted of (a) $1,900,000 in cash, subject to customary working capital adjustments and other reductions described below, (b)\nthe assumption by the Company of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000 shares of\nCommon Stock to the Seller. On the Closing Date, the Company delivered to the Seller $1,750,000, which represents the Cash Consideration\nportion of the Purchase Price, less the Holdback Amount of $150,000.

The Holdback Amount is\nbeing retained by the Company with respect to the post-closing working capital adjustment and the indemnification obligations of the\nSeller and Owner under the Asset Purchase Agreement, and will be released to the Seller, in each case net of any working capital setoff,\nencumbered amounts and finally resolved indemnification claims, as follows: (a) up to $50,000 within five business days following the\nfinal determination of the post-closing working capital adjustment, (b) up to $50,000 on the 12-month anniversary of the Closing Date\nand (c) the remaining balance, if any, on the 18-month anniversary of the Closing Date.

The Acquisition was accounted\nfor under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting\nStandards Codification (“ASC”) Topic No. 805 Business Combinations, with the Company as the acquiring entity. The acquisition\nmethod of accounting requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values\nas of the acquisition date. In addition, the acquisition method of accounting requires that the consideration transferred be measured\nat current market prices at the date of the acquisition. Accordingly, the assets acquired and liabilities assumed are recorded as of\nthe acquisition date at their respective fair values and added to those of the Company. The financial statements and reported results\nof operations of the Company issued after completion of the Acquisition will reflect these values. Prior periods will not be retroactively\nrestated to reflect the historical financial position or results of operations of Polymeric.

The Transaction Accounting\nAdjustments are based on available information and on assumptions that the Company believes are reasonable under the circumstances to\nreflect, on a pro forma basis, the aggregate impact of the relevant transactions on the historical financial information of the Company.\nThese adjustments are discussed in greater detail in Note 2 below.

The pro forma adjustments\nreflecting Polymeric under the acquisition method of accounting are based on estimates and assumptions. The pro forma adjustments are\nincluded to the extent they are adjustments that reflect the accounting for the transactions in accordance with accounting principles\ngenerally accepted in the United States.

The unaudited pro forma\ncondensed combined balance sheets reflect the effects of applying certain preliminary accounting adjustments to the historical results.\nThe final Purchase Price allocation is subject to the final determination of the fair values of acquired assets and assumed liabilities\nand, therefore, that allocation and the resulting effect on income from operations may differ from the unaudited pro forma amounts included\nherein.

Assumptions underlying\nthe pro forma adjustments necessary to reasonably present this unaudited pro forma information should be read in conjunction with this\nunaudited pro forma condensed combined financial information. The pro forma adjustments have been made based on available information\nand in the opinion of management, are reasonable. The unaudited pro forma condensed combined financial information should not be considered\nindicative of actual results that would have been achieved had the acquisition occurred on the date indicated and do not purport to indicate\nresults of operations for any future period.

Note 2: Unaudited Pro Forma Condensed\nCombined Balance Sheets Adjustments

The\n adjustment reflects the consideration paid pursuant to the Asset Purchase Agreement, which\n consisted of: (a) $1,750,000, which represents the Cash Consideration portion of the Purchase\n Price and the Holdback Amount of $150,000 (reflected as Purchase consideration payable –\n holdback, current of $100,000 and long- term of $50,000), (b) the assumption by the Company\n of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000\n shares of Common Stock and recorded at fair value amounting to $750,000 or $1.50 per share\n based on the last available closing price.

NOCOPI TECHNOLOGIES, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED\nFINANCIAL INFORMATION

March 31, 2026

The\n table below provides a summary of the estimated Purchase Price allocation and calculation\n of goodwill for the Acquisition.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Total\n consideration	$	2,650,000
Recognized amounts\n of identifiable assets acquired and liabilities assumed:
Identifiable\n tangible assets acquired		2,148,484
Intangible assets\n acquired		433,684
Liabilities\n assumed		(412,602	)
Net\n assets acquired		2,169,566
Goodwill	$	480,434

Reflects\n the elimination of cash and cash equivalents of $892,955 and refundable income tax of $29,086\n which are not included as part of the assets acquired by the Company.

Reflects\n the recapitalization of Polymeric to eliminate its stockholders’ equity.

Reflects\n the transaction that occurred on May 15, 2026, whereby Polymeric entered into an amendment\n agreement to extend the lease term of a certain lease agreement for an additional two-year\n period which will expire on December 31, 2028. The lease was extended due to the Acquisition.\n Consequently, the Company recorded operating lease right of use (“ROU”) assets\n and total ROU lease liabilities of $473,183 based on an incremental borrowing rate of 6.5%.

Reflects the\nelimination of Polymeric’s historical operating lease ROU assets and operating lease liabilities as of March 31, 2026 and record\nthe effect of the extended lease that occurred on May 15, 2026 as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Eliminate\n historical operating lease ROU assets	$	(133,471	)
Record\n pro forma operating lease ROU assets		473,183
Total\n adjustments to operating lease ROU assets	$	339,712

Eliminate\n historical operating lease liability - current	$	(131,396	)
Record\n pro forma operating lease liability - current		160,355
Total\n adjustments to operating lease liability - current	$	28,960

\n \n \n \n \n \n \n \n \n \n \n \n \n


Eliminate\n historical operating lease liability – non-current	$	(2,076	)
Record\n pro forma operating lease liability – non-current		312,828
Total\n adjustments to operating lease liability – non-current	$	310,752

Reflects\n the transaction, shown in a separate column as Financing and Other Adjustments, that occurred\n on May 18, 2026, whereby the Company entered into Stock Purchase Agreements with the Investors.\n The Stock Purchase Agreements provide for the private issuance to the Investors of an aggregate\n of 266,668 shares of Common Stock at a purchase price of $1.50 per share. To date, the Company\n received gross proceeds of $299,000 and recorded a subscription receivable of $101,000 in\n connection with the Private Placement.

NOCOPI TECHNOLOGIES, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED\nFINANCIAL INFORMATION

March 31, 2026

Note 3: Unaudited Pro Forma Condensed\nCombined Statements of Operations Adjustments

\n\n

The following table sets forth a reconciliation of the denominators\nused to compute pro forma basic and diluted loss per share reflecting the issuance by the Company of 500,000 shares of Common Stock pursuant\nto Asset Purchase Agreement.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Three Months Ended\n March 31,2026		For the Year Ended\n December 31, 2025
Pro forma basic and diluted loss per share:
Denominator
Weighted-average shares of common stock outstanding - basic and diluted		11,057,345			10,800,154
Common stock issued pursuant to the acquisition		500,000			500,000
Pro\n forma weighted-average shares of common stock outstanding - basic and diluted		11,557,345			11,300,154

Pro forma basic and diluted loss per share	$	0.01		$	(0.05	)

DIVIDENDS AND DIVIDEND\nPOLICY

Since our inception, we have\nnot declared or paid any dividends on our common stock. We intend to retain any earnings for use in our business and do not currently\nintend to pay dividends on our common stock. The declaration and payment of any future dividends will be at the discretion of our Board\nand will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed\nby our indebtedness, any future debt agreements or applicable laws and other factors that our board of directors may deem relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF\nFINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following\ndiscussion and analysis of our financial condition and results of operations along with our consolidated financial statements and the\nrelated notes and other financial information included elsewhere in this prospectus. The following discussion contains forward-looking\nstatements that are subject to risks, uncertainties and assumptions. You should review the section titled “Risk Factors” in\nthis prospectus for a discussion of important factors that could cause actual results to differ materially from the results described\nbelow.

Overview

Nocopi\nTechnologies, Inc. develops and markets specialty reactive inks for multiple applications across various industries. Our specialty inks\nare used by our customers for a range of purposes from bringing entertainment products to life with a variety of color activations to\nproviding document and brand authentication for security purposes aimed at reducing losses caused by fraudulent document reproduction\nor by product counterfeiting and/or diversion. Our primary markets are the large educational and toy products industry and the document\nand product authentication industry. We derive our revenues primarily from licensing our technologies on an exclusive or non-exclusive\nbasis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies\nto our licensees or to their licensed printers.

Results of Operations

Our\nrevenues are derived from (a) royalties paid by licensees of our technologies, (b) fees for the provision of technical services to licensees\nand (c) from the direct sale of (i) products incorporating our technologies, such as inks, security paper and pressure sensitive labels,\nand (ii) equipment used to support the application of our technologies, such as ink-jet printing systems. Royalties consist of guaranteed\nminimum royalties payable by our licensees in certain cases and additional royalties which typically vary with the licensee’s sales\nor production of products incorporating our licensed technology. Service fees and sales revenues vary directly with the number of units\nof service or product provided.

We\nrecognize revenue on our lines of business as follows:

License fees for the use of our technology and royalties with guaranteed\nminimum amounts are recognized at a point in time when the term begins;

Product sales are recognized at the time of the transfer of goods to customers\nat an amount that our Company expects to be entitled to in exchange for these goods, which is at the time of shipment; and

Fees for technical services are recognized at the time of the transfer of\nservices to customers at an amount that our Company expects to be entitled to in exchange for the services.

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

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

Comparison of the\nThree and Six Months Ended June 30, 2026 and June 30, 2025

Total revenues for the three\nmonths ended June 30, 2026 were approximately $961,000 as compared to $360,000 for the three months ended June 30, 2025, an increase of\n$601,000 or approximately 167%. Total revenues for the six months ended June 30, 2026 were approximately $1,351,000 as compared to $839,000\nfor the six months ended June 30, 2025, an increase of $512,000, or 61%. The increase in total revenues is primarily comprised of the\nfollowing:

Licenses, royalties and fees decreased by approximately $74,000, or 53%,\na decrease to approximately $66,000 for the three months ended June 30, 2026 from $140,000 for the three months ended June 30, 2025. Total\nrevenues for the three months ended June 30, 2026 were approximately $961,000 compared to $360,000 for the three months ended June 30,\n2025, an increase of approximately $601,000, or 167%. Licenses, royalties and fees decreased by approximately $164,000, or 50%, a decrease\nto approximately $167,000 for the six months ended June 30, 2026 from $330,000 for the six months ended June 30, 2025. The decrease in\nlicenses, royalties and fees during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025\nis due primarily to the non - renewal of one of our existing licenses in January 2025 and another in June 2025 and as well as lower royalties.\nWe cannot assure you that the marketing and product development activities of the Company’s licensees or other businesses in the\nentertainment and toy products market will produce a significant increase in revenues for the Company, nor can the timing of any potential\nrevenue increases be predicted, particularly given the uncertain economic conditions presently being experienced.

Product and other sales increased by approximately $675,000, or 307%, to\napproximately $895,000 for the three months ended June 30, 2026 from $220,000 for the three months ended June 30, 2025. Product and other\nsales increased by approximately $675,000, or 133%, to approximately $1,184,000 for the six months ended June 30, 2026 from $509,000 for\nthe six months ended June 30, 2025. Sales of ink increased for the three and six months ended June 30, 2026 compared to the three and\nsix months ended June 30, 2025 due primarily to higher ink shipments to the third party authorized printer used by two of the Company’s\nmajor licensees in the entertainment and toy products market. Additionally, product and other sales increased due to the Polymeric Acquisition\nand as such, our subsidiary, Polymeric Nocopi, generated approximately $620,000 from the acquisition date on May 18, 2026 to June 30,\n2026. Additionally, in the second quarter of 2026, the Company derived revenues of approximately $318,500 from the Company’s licensees\nand their authorized printers in the entertainment and toy products market as compared to revenues of approximately $314,600 in the second\nquarter of 2025.

Our\ngross profit increased to approximately $357,000 or 37% of gross revenues, for the three months ended June 30, 2026 from approximately\n$192,000 or 53% of gross revenues for the three months ended June 30, 2025, an approximately 16% decrease in gross profit percentage.\nOur gross profit increased to approximately $548,000 or 41% of gross revenues for the six months ended June 30, 2026 from approximately\n465,000 or 55% of gross revenues for the six months ended June 30, 2025, an approximately 14% decrease in gross profit percentage. The\ndecrease in gross profit percentage is due to the decrease in revenues from licenses, royalties and fees which has historically carried\na higher gross profit than product and other sales, which generally consist of either supplies or other manufactured products which incorporate\nthe Company’s technologies or equipment used to support the application of its technologies. These product supplies and items (except\nfor inks which are manufactured by the Company) are generally purchased from third-party vendors and resold to the end-user or licensee\nand carry a lower gross profit than licenses, royalties and fees.

As\nthe variable component of cost of revenues related to licenses, royalties and fees is a low percentage of these revenues and the fixed\ncomponent is not substantial, period to period changes in revenues from licenses, royalties and fees can significantly affect both the\ngross profit from these sources as well as the Company’s overall gross profit. The gross profit from licenses, royalties and fees\ndecreased to approximately 29% for the three months ended June 30, 2026 from approximately 72% for the three months ended June 30, 2025.\nThe gross profit from licenses, royalties and fees decreased to approximately 44% for the six months ended June 30, 2026 from approximately\n75% for the six months ended June 30, 2025.

The\ngross profit of product and other sales, expressed as a percentage of revenues, is dependent on both the overall sales volumes of product\nand other sales and on the mix of the specific goods produced and/or sold. The gross profit from product and other sales decreased to\napproximately 38% for the three months ended June 30, 2026 from approximately 41% for the three months ended June 30, 2025. The gross\nprofit from product and other sales decreased to approximately 40% for the six months ended June 30, 2026 from approximately 43% for the\nsix months ended June 30, 2025.

Total\noperating expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were approximately $925,000\nand $364,000, respectively. Total operating expenses for the six months ended June 30, 2026, as compared to the three months ended June\n30, 2025, were approximately $1,277,000 and $724,000, respectively. The increase in total operating expenses primarily comprised of the\nfollowing:

Research and development expenses increased for the three months ended June\n30, 2026 to approximately $48,000 as compared to $43,000 for the three months ended June 30, 2025. Research and development expenses increased\nfor the six months ended June 30, 2026 to approximately $104,000 compared to $88,000 for the six months ended June 30, 2025. The increase\nis due primarily to higher lab expenses for both periods in 2026 as compared to the prior 2025 period.

Sales and marketing expenses increased for the three months ended June 30,\n2026 to approximately $89,000 as compared to $57,000 for the three months ended June 30, 2025. Sales and marketing expenses increased\nfor the six months ended June 30, 2026 to approximately $164,000 as compared to $148,000 for the six months ended June 30, 2025. The increase\nis due primarily to higher commission expense for both periods in 2026 as compared to the prior 2025 period as result of increase in revenues\nfrom product and other sales.

Professional and consulting expenses increased for the three months ended\nJune 30, 2026 to approximately $417,000 as compared to $118,000 for the three months ended June 30, 2025. Professional and consulting\nexpenses increased for the six months ended June 30, 2026 to approximately $485,000 as compared to $223,000 for the six months ended June\n30, 2025. The increase is due primarily to increases in legal fees, accounting fees and consulting fees which are primarily related to\nacquisition-related cost for the Polymeric Acquisition.

Compensation and related taxes – general and administrative increased\nfor the three months ended June 30, 2026 to approximately $237,000 as compared to $65,000 for the three months ended June 30, 2025. Compensation\nand related taxes – general and administrative increased for the six months ended June 30, 2026 to approximately $331,000 as compared\nto $136,000 for the six months ended June 30, 2025. The increase is due primarily to increases in salaries and stock based compensation\nto our officers as well as compensation expenses of our newly owned subsidiary, Polymeric Nocopi.

Other general and administrative expenses increased for the three months\nended June 30, 2026 to approximately $134,000 as compared to $80,000 for the three months ended June 30, 2025. General and administrative\nexpenses increased for the six months ended June 30, 2026 to approximately $193,000 as compared to $128,000 for the six months ended June\n30, 2025. The increase is due primarily to increases in rent expenses, depreciation, and office expenses for both periods in 2026 as compared\nto the prior 2025 period and such increase is primarily attributable to the Polymeric Acquisition.

Additionally, the overall increase in total operating expenses is due to\nthe Polymeric Acquisition and as such, the operating expenses included the operations of our newly owned subsidiary, Polymeric Nocopi,\nfrom May 18, 2026 to June 30, 2026.

We reported other income,\nnet of approximately $96,000 and $114,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately $195,000\nand $225,000 for the six months ended June 30, 2026 and 2025, respectively. The decrease in interest income is the direct result of having\na lower cash balance for both periods in 2026 as compared to the prior period of 2025.

For the three and six months\nended June 30, 2026 and 2025, there were no income tax benefit due to the recording of a full valuation allowance since it is more likely\nthan not that the realization of the net deferred tax assets would not be realized.

Net\nloss increased to approximately $472,000 for the three months ended June 30, 2026 as compared to a net loss of $59,000 for the three months\nended June 30, 2025. Net loss increased to approximately $534,000 for the six months ended June 30, 2026 as compared to a net loss of\n$33,000 for the six months ended June 30, 2025. The change relates to the factors discussed above.

Plan of Operation,\nLiquidity and Capital Resources

Our\ncash decreased to approximately $10,687,000 at June 30, 2026 from $11,553,600 at December 31, 2025.

The\nfollowing table summarizes total current assets, liabilities and working capital at June 30, 2026, compared to December 31, 2025, and\nthe changes between those periods:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		December 31, 2025
Total Current Assets		13,835,474		13,091,300
Total Current Liabilities		1,146,637		290,800
Working Capital		12,688,837		12,800,500

Sources and Uses of Cash

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended June 30,
	2026			2025
Net cash provided by operating activities	$	297,269			$	455,300
Net cash used in investing activities	$	(1,763,600	)		$	—
Net cash provided by financing activities	$	600,000			$	—

Net Cash Flow from\nOperating Activities

For\nthe six months ended June 30, 2026, net cash provided by operating activities was approximately $297,000 due to our net loss of approximately\n$534,000 offset primarily by non-cash charges of stock-based compensation of approximately $70,000, depreciation of $13,000, amortization\nof $4,000 and amortization of right of use assets of $66,000. Net changes in operating assets and liabilities totaled approximately $682,000,\nwhich is primarily attributable to a decrease in long-term receivables of approximately $270,000, increase in accounts payable of $239,000\nand stock subscription payable of $99,000, and decrease in operating lease liability of $64,000.

For\nthe six months ended June 30, 2025, net cash provided by operating activities was approximately $455,000 due to our net loss of approximately\n$33,000 offset primarily by non-cash charges of stock- based compensation of approximately $48,000, depreciation of $3,000, and amortization\nof right of use assets of $39,000. Net changes in operating assets and liabilities totaled approximately $398,000, which is primarily\nattributable to a decrease in long-term receivables of approximately $219,000, increase in accounts payable of $87,000 and decrease in\noperating lease liability of $34,000.

Net Cash Flow used\nin Investing Activities

Net\ncash used in investing activities was approximately $1,764,000 for the six months ended June 30, 2026, related to purchase of equipment\nof approximately $14,000 and the acquisition of Polymeric business for $1,750,000 compared to $0 in the same period of 2025.

Net Cash Flow from\nFinancing Activities

Net\ncash provided by financing activities was approximately $600,000 for the six months ended June 30, 2026, related to proceeds received\nfrom the sale of our common stock for $600,000 as compared to $0 in the same period of 2025.

Our\nplan of operations for the next twelve months following the date of this prospectus consists of concentrating available human and financial\nresources to continue to capitalize on the existing customer relationships the Company has developed in the inks and coatings markets,\nas well as establish relationships with new prospective customers. Based on our current operating plan, we believe that our existing cash\nresources will be able to fund our planned operations for the next twelve months. Separate from customers gained with the Polymeric acquisition,\nthis includes two licensees that have been marketing products incorporating the Company’s technologies since 2012. These two licensees\nmaintain a significant presence in the entertainment and toy products market and are well known and highly regarded participants in this\nmarket. We anticipate that these two licensees will expand their current offerings that incorporate our technologies and will introduce\nand market new products that will incorporate our technologies available to them under their license agreements with the Company. We will\ncontinue to develop various applications for these licensees. We also plan to expand our licensee base in the entertainment and toy market.\nWe currently have additional licensees marketing or developing products incorporating our technologies in certain geographic and niche\nmarkets of the overall entertainment and toy products market. Specific to the existing Polymeric customers, we intend to continue seeking\nnew ways to grow our portfolio of products and expand the customer base for existing products.

The\nCompany maintains its presence in the retail loss prevention market and believes that revenue growth in this market can be achieved through\nincreased security ink sales to its licensees in this market. We will continue to adjust our production and technical staff as necessary\nand, subject to available financial resources, invest in capital equipment needed to support potential growth in ink production requirements\nbeyond our current capacity. Additionally, we will pursue opportunities to market our current technologies in specific security and non-security\nmarkets. There can be no assurances that these efforts will enable the Company to generate additional revenues and positive cash flow.

The\nCompany intends to continue pursuing strategic acquisitions of businesses with complementary or competing products, services, technologies,\nor capabilities that enhance its operations, expand its product and service offerings, and support long-term growth and the generation\nof free cash flow. Although the Company completed a recent acquisition in May 2026, management continues to actively evaluate additional\nacquisition opportunities and engage in discussions with prospective acquisition targets. Future acquisitions may be funded through the\nissuance of debt or equity securities, cash payments, the exchange of services, or any combination thereof. As of the date of this prospectus,\nthe Company has not entered into any definitive agreements with respect to any additional acquisitions.

We\nhave received, and may in the future seek, additional capital in the form of debt, equity or both, to support our working capital requirements\nand to provide funding for other business opportunities. We cannot assure you that if we require additional capital, that we will be successful\nin obtaining such additional capital, or that such additional capital, if obtained, will enable the Company to generate additional revenues\nand positive cash flow.

As\npreviously stated, we generate a significant portion of our total revenues from licensees in the entertainment and toy products market.\nThese licensees generally sell their products through retail outlets. In the future, such sales may be adversely affected by changes in\nconsumer spending that may occur as a result of an uncertain economic environment in 2026 and beyond and its effect on the global economy,\ngeopolitical instability including the Russia-Ukraine war and conflicts in the Middle East and the related supply chain disruptions as\nwell as the record inflation and significantly higher interest rates currently being experienced in the United States along with the probability\nof an economic recession both in the United States and globally. As a result, our revenues, results of operations and liquidity may be\nnegatively impacted in future periods.

Contractual Obligations

As of June 30, 2026, there\nwere no material changes in our contractual obligations from those disclosed in the 2025 Annual Report, other than those appearing in\nthe notes to the financial statements appearing elsewhere in this prospectus.

Recently Adopted Accounting Pronouncements

As of June 30, 2026 and for the period then ended,\nthere are no recently adopted accounting standards that have a material effect on the Company’s financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

As of June 30, 2026, there\nwere no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements

The Company does not have\nany off-balance sheet arrangements.

Comparison of the\nYears Ended December 31, 2025 and 2024

Revenues for 2025 were $1,493,800,\na decrease of approximately 29%, or $624,000, from $2,117,800 in 2024.

Licenses, royalties and fees\nincreased in 2025 by approximately 18%, or $93,600, to $605,100 from $511,500 in 2024. The increase in licenses, royalties and fees in\n2025 compared to 2024 is due primarily to a new license which commenced on June 1, 2025 and a renewal of an existing license on January\n1, 2025 offset by lower royalties from our Company’s licensees in entertainment and toy products market. We cannot assure you that\nthe marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products\nmarket will produce a significant increase in revenues for our Company, nor can the timing of any potential revenue increases be predicted,\nparticularly given the uncertain economic conditions presently being experienced.

Product and other sales decreased\nby $717,600, or approximately 45%, to $888,700 in 2025 from $1,606,300 in 2024. The lower level of ink sales in 2025 compared to 2024\nis due primarily to lower ink shipments to the third party authorized printer used by two of our Company’s major licensees in the\nentertainment and toy products market. Sales of ink to the licensed printers of its licensees in the entertainment and toy products market\nwere approximately $722,500 lower in 2025 compared to 2024. Sales of security ink in 2025 to our Company’s licensees in the retail\nreceipt and document fraud market increased by approximately $3,100 compared to 2024.

Our Company derived $1,260,900,\nor approximately 84% of total revenues, from licensees and other licensed printers in the entertainment and toy products market in 2025\ncompared to $2,008,700, or approximately 95% of total revenues, in 2024. The decrease in revenues from the licensees and other authorized\nprinters in the entertainment and toy products market in 2025 compared to 2024 is due primarily to the lower ink shipments to the third\nparty authorized printer used by two of our Company’s major licensees in the entertainment and toy products market. Our Company’s\nlicensees in the entertainment and toy products market continue to develop new products for this market and improve other current offerings;\nhowever, other sales will be affected by marketplace reaction to the new and improved products, economic conditions that influence this\nmarket segment and the economy as a whole. Revenues that our Company derives from these licensees will be similarly affected. We cannot\nassure you that the marketing and product development activities of licensees in the entertainment and toy products market will produce\nincreased revenues for our Company in future periods, nor can the timing of any potential revenue increases be predicted, particularly\ngiven the uncertain economic conditions presently being experienced.

Our Company’s gross\nprofit decreased to $813,400, or approximately 54% of revenues, in 2025 from $1,100,300, or approximately 52%, in 2024. The lower gross\nprofit in 2025 compared to 2024 results primarily from higher gross revenues from licenses, royalties and fees offset by lower product\nand other sales in 2025 compared to 2024.

Licenses, royalties and fees\nhave historically carried a higher gross profit than product sales, which generally consist of supplies or other manufactured products\nthat incorporate our Company’s technologies or equipment used to support the application of its technologies. These items (except\nfor inks which are manufactured by our Company) are generally purchased from third-party vendors and resold to the end-user or licensee\nand carry a lower gross profit than licenses, royalties and fees. The lower gross profit in 2025 compared to 2024 reflects higher gross\nrevenues from licenses, royalties and fees offset by lower gross revenues from product and other sales in 2025 compared to 2024.

As the variable component of cost of revenues\nrelated to licenses, royalties and fees is a low percentage of these revenues and the fixed component is not substantial, period to period\nchanges in revenues from licenses, royalties and fees can significantly affect both gross profit from licenses, royalties and fees as\nwell as overall gross profit. Due primarily to the higher revenues from licenses, royalties and fees in 2025 compared to 2024, the gross\nprofit from licenses, royalties and fees increased to approximately 74% of revenues from licenses, royalties and fees in 2025 from approximately\n57% in 2024.

The gross profit, expressed\nas a percentage of revenues, of product and other sales is dependent on both the overall sales volumes of product and other sales and\non the mix of the specific goods produced and/or sold. The gross profit from product and other sales was approximately 41% of revenues\nin 2025 and 50% in 2024.

Research and development expenses\nwere $179,900 in 2025 compared to $178,200 in 2024. The increase in 2025 compared to 2024 resulted primarily from rent & occupancy\nexpenses in 2025 compared to 2024.

Sales and marketing expenses\nwere $282,600 in 2025 compared to $322,400 in 2024. The decrease in 2025 compared to 2024 is due primarily to lower commission expense\non the lower level of revenues in 2025.

General and administrative\nexpenses decreased to $952,300 in 2025 from $3,900,000 in 2024. The decrease in 2025 compared to 2024 is due primarily to lower stock-based\ncompensation and employee related expenses offset by higher rent & occupancy expenses.

There was no income tax expense\n(benefit) reflected in the results of operations for 2025 and 2024. As of December 31, 2025 and 2024, our Company had federal net operating\nloss carry forwards of $804,000 and $707,000 respectively, and state net operating loss carryforwards of $3,176,000 and $2,568,000, respectively,\nwhich 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.\nPennsylvania NOL's started to expire in 2024, with $1,307,000 expiring by 2032. The remaining Pennsylvania NOL's expire in 20 years. Florida\nNOL's will not expire.

Other income decreased to\n$446,500 in 2025 from $621,400 in 2024. The decrease is due to other income in 2024 of $84,000, which was receipt of the 2021 Employee\nRetention Tax Credit and a decrease in interest income.

Our net (loss) of $154,900\nin 2025 compared to the net (loss) of $2,678,900 in 2024 resulted primarily from a lower gross profit on a lower level of product and\nother sales and by lower overhead expenses in 2025 compared to 2024.

Our management does not believe\nthat inflation and changing prices have had a significant effect on our revenues and results of operations during the years ended December\n31, 2025 and December 31, 2024.

Plan of Operation, Liquidity and Capital Resources

Our Company’s cash increased\nto $11,553,600 at December 31, 2025 from $10,839,700 at December 31, 2024. During 2025, our Company provided $713,900 in its operating\nactivities.

Our Company’s revenues\ndecreased approximately 29% to $1,493,800 in 2025 from $2,117,800 in 2024 primarily as a result of higher licensing revenue from our Company’s\nlicensees in the entertainment and toy products market and lower revenue from products and other sales. Our Company’s gross profit\nincreased approximately 2% to $813,400 in 2025 from $1,100,300 in 2024 primarily as a result of higher license fees from the licensees\nin the entertainment and toy products market and lower from product and other sales.

Our Company’s total\nexpenses decreased in 2025 compared to 2024, our Company’s net interest income decreased in 2025 compared to 2024 and our Company’s\nother income decreased in 2025 compared to 2024. The Company had a decrease in stock-based compensation of approximately $2,606,600 in\n2025 when compared to 2024. As a result of these factors, our Company generated a net loss of $154,900 in 2025 compared to a net loss\nof $2,678,900 in 2024. Our Company had positive operating cash flow of $713,900 in 2025. At December 31, 2025, our Company\nhad working capital of $12,711,800 and stockholders’ equity of $13,603,800. For the full year of 2024, our Company had a net loss\nof $2,678,900 and had positive operating cash flow of $594,800. At December 31, 2024, our Company had working capital of $12,388,300 and\nstockholders’ equity of $12,048,500.

We may need to obtain additional\ncapital in the future to further support the working capital requirements associated with our existing revenue base and to develop new\nrevenue sources. We cannot assure you that we will be successful in obtaining such additional capital, if needed.

Contractual Obligations

We conduct our operations\nin leased facilities under a non-cancelable operating lease expiring on December 31, 2027. Future minimum lease payments under this operating\nlease at December 31, 2025 are: $88,700 for 2026 and $91,900 for 2027. Total rental expense under operating leases was $83,500 and $70,500\nfor the years ended December 31, 2025 and December 31, 2024, respectively.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial\nAccounting Standards Board (FASB) issued ASU No. 2023-09, Income Taxes (Topic 740). The amendments in this update related\nto the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent\ncategories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.\nThe amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and\nrelated tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other\namendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss)\nand income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules\nof General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are\nconsidered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning\nafter December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after\nDecember 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.\nThe amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company adopted Accounting\nStandards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting\nfor the year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation,\nincluding additional disaggregation requirements prescribed by the standard.

Off-Balance Sheet Arrangements

None.

Quantitative and Qualitative Disclosures About\nMarket Risk

We are a smaller reporting company, as defined\nby Rule 12b-2 of the Exchange Act and are not required to provide this information.

BUSINESS

Overview

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

Industry Overview and Market Trends

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

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

In 2025, the global printing\nink industry was estimated to be worth $35.8 billion and forecasted to grow between 2025 and 2030 by 2.4% CAGR to $40.2 billion according\nto Smithers report “The Future of Global Ink Markets to 2030”. The water-based printing inks market consists of\nsales of water-based printing inks and related services used for printing on fabric and paper. Water-based printing inks are referred\nto 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\nshellac water-based inks.

Our Company does not produce\ncommodity-based pigments. Rather, we source various pigments, dyes and other raw materials for ink, and then employ additional chemistry\nin formulating those materials into a highly engineered, specialty ink for a specific use. We are a specialty ink formulator within the\nink industry that custom formulates, tests, and produces specialty inks that best meet our customer’s product needs and color demands.\nWhile our sale of “green” inks were slightly lower year-over-year, we believe our customers’ demands continue to shift\nwith the trend towards utilizing more “green” printing inks. In 2025, approximately 35.3% of the ink sales were “green”\nprinting inks, compared to 38.3% in 2024. As the “green” printing ink market continues to grow, we expect to continue to transition\ntowards manufacturing environmentally friendly, more sustainable printing inks and away from manufacturing petroleum-based printing inks.\nWe do not expect the “green” printing ink trend to adversely affect any aspects of our operations.

Products and Technology

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

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

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

Entertainment and Toy Technologies and Products

Across the Entertainment and\nToy Products category, we market our Rub-it & Color technology which consists of specialty inks that are produced in a variety of\ncolors and can be revealed by rubbing with a fingernail or other firm object such as a plastic pen cap. Rub-it & Color ink technology\ncan be used for coloring books, activity kits, play sheets, single use place mats, greeting cards, board games, promotional products,\nor any other paper-based application that needs some “fun” factor added. Two key features of our Rub-it & Color ink technology\nis that it’s safe and non-toxic, conforms to ASTM D4236 and F-963 and other toxicology tests.

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

We license our Rub-it &\nColor technology through various license agreements that can be for exclusive and non-exclusive uses. These agreements cover both domestic\nand international geographies and can include specific distribution channels and specific lines of products and applications. Historically\nour license agreements have ranged anywhere from two to four years, but can also vary depending on our customer, use, and geography of\nthe agreement. Certain of our license agreements with licensees contain renewal options and/or guaranteed minimum royalties, while others\ndo not. We cannot assure you that any of our existing licenses will be renewed or will generate significant operating revenues for our\nCompany in the future. In each of the years 2025 and 2024, we derived approximately 84% and 95%, respectively, of our total revenues from\nour licensees and their licensed printers in the entertainment and toy products market. We continue to pursue additional licensing opportunities\nfor our Rub-it & Color ink technology in the large worldwide entertainment and toy products market and we also seek to renew our existing\nlicense agreements that are near expiration for extension terms.

Anti-Counterfeiting and Anti-Diversion Technologies\nand Products

Continuing developments in\ncopying and printing technologies makes it easier than ever before to counterfeit a wide variety of documents. Counterfeit products are\nincreasingly problematic for consumers, governments, and corporations. According to The Organization for Economic Cooperation and Development\n(OECD) data on counterfeiting and international trade, the total value of counterfeit and pirated goods was $1.023 trillion in 2023. And\naccording to Corsearch, the value is set to reach approximately $1.79 trillion in 2030. Product labels and packaging, retail receipts,\nevent and transportation tickets and the like are all susceptible to counterfeiting, causing economic losses to manufacturers of brand\nname products. With improvements in the copying and printing technologies making it easier to counterfeit labeling and packaging and increasing\nthe losses to businesses from such counterfeiting activities.

Our Copimark and Rub &\nReveal technologies provide proprietary document authentication systems that are useful to businesses and brand owners desiring to authenticate\na wide variety of printed materials and products. Our Copimark system enables businesses to print invisibly on certain areas of a document\nor packaging. When authentication of certain document or packaging is required, our invisible printing can be activated or revealed by\nuse of a special highlighter pen. Other variations of our Copimark technology involve multiple color responses from a common pen, visible\nmarks of one color that turn another color with the pen or visible and invisible marks that turn into a multicolored image. Our Rub &\nReveal system permits the invisible printing of an authenticating symbol or code that can be revealed by rubbing a fingernail over the\nprinted area.

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

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

Contrast Technologies, formerly\nknown 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\ncertain of our anti-counterfeiting and anti-diversion technologies in Europe.

Product Revenue

The following table illustrates\nthe approximate percentage of our Company’s total revenues accounted for by each type of its products for the three months ended\nJune 30, 2026 and 2025 and each of the last two fiscal years:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year\n Ended December 31,
Product\n Type	2025			2024
Entertainment and Toy Technologies and Products		84	%		95	%
Anti-Counterfeiting and Anti-Diversion Technologies and Products		16	%		5	%

Marketing

Our current marketing efforts\nare focused on commercializing our developed technologies across current and new geographic and market areas. We sell products through\nboth multi-year license agreements with our existing customers as well as direct sales to a range of end customers through our sales staff.\nWe primarily use truck carriers and freight service providers to transport our products to customers from our manufacturing facility.\nOur marketing approach utilizes our dynamic production capabilities of our products and technologies.

Acquisition Strategy

Our growth strategy includes\nexpanding our business through acquisitions of other companies with competing or complementary services, technologies or businesses in\norder to expand our product and service offerings to grow our free cash flow. We are currently actively engaged in the process to identify\nacquisition candidates and negotiate transactions. Although we completed a recent acquisition in May 2026, management continues to actively\nevaluate additional acquisition opportunities and engage in discussions with prospective acquisition targets. Future acquisitions may\nbe funded through the issuance of debt or equity securities, cash payments, the exchange of services, or any combination thereof. As of\nthe date of this prospectus, we have not entered into any definitive agreements with respect to any additional acquisitions.

Major Customers

We had one customer that accounted\nfor 21% and 35% of revenue for the three and six months ended June 30, 2026, respectively, and two customers that accounted for 67% of\nnet accounts receivable as of June 30, 2026. In addition, the Company had two and three customers that accounted for 82% and 83% of revenue\nfor the three and six months ended June 30, 2025, respectively. During 2025, we made sales or obtained revenues equal to 10% or more of\nour Company’s 2025 total revenues from two non-affiliated customers who individually accounted for approximately 23% and 52%, respectively,\nof 2025 revenues of our Company. During 2024, we made sales or obtained revenues equal to 10% or more of our Company’s 2024 total\nrevenues from two non-affiliated customers who individually accounted for approximately 18% and 70%, respectively, of 2024 revenues of\nour Company.

Manufacturing

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

We have established a quality\ncontrol program that currently entails laboratory analysis of developed technologies; and when warranted, our specially trained technicians\ntravel to third party production facilities to train client staff and monitor our manufacturing process. We also strive to improve our\nproduction 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\nvarious patents in the United States, Canada, South Africa, Saudi Arabia, Australia, New Zealand, Japan, France, the United Kingdom, Belgium,\nthe Netherlands, Germany, Austria, Italy, Sweden, Switzerland, Luxembourg, and Liechtenstein. Patents may exist for 20 years from filing\ndate and we actively monitor the marketplace to employ management processes designed to rigorously enforce our legal ownership of intellectual\nproperty. We currently have patent protection on substantially all of our security inks including our RUB & REVEAL system, and on\nour Rub-it & Color technology. Our latest patent protects our newly developed technology that may have applications in the entertainment\nand toy products market.

In the United States and some\nother countries, patent applications are automatically published at a specified time after filing. Since we are obligated to pay annuities\nfrom time to time on our patents to keep them in force, we annually evaluate our patent portfolio to determine which patents we will continue\nto maintain. In Europe, annuities for European patents are paid by Contrast Technologies, formerly known as Euro-Nocopi, S.A., since Europe\nis 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\nactivities are primarily focused on advancing our portfolio of ink technologies. We aim to successfully develop new chemistry formulations,\nnew market-changing technologies and new customer driven solutions. Our research and development efforts support our commercial development\nactivities while also attempting to improve our manufacturing operations.

We are presently conducting\nresearch and development activities in the following three areas: (1) refining our present product portfolio, (2) developing specific\ncustomer applications, and (3) expanding our technology into new areas of implementation. Research and development expenses for the three\nand six months ended June 30, 2026 were $48,300 and $104,100, respectively. During the years ended December 31, 2025 and December 31, 2024,\nwe spent approximately $179,900 and $178,200, respectively, on research and development. We continue to focus our research and development\nactivities to develop and market additional new products and applications.

Competition

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

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

Employees and Human Capital

We currently have 25 full-time\nemployees and believe that we have good relations with our employees.

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

Regulation of our Business

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

Financial Information about Foreign and Domestic\nOperations

We conduct our business operations\nsolely within the United States; however, we have licensees and customers in Europe, South America, Asia and Australia. These licensees\nand customers accounted for approximately 61% of our gross revenues in 2025 and approximately 77% of our gross revenues in 2024.

Recent Developments

On May 18, 2026, we entered\ninto the Asset Purchase Agreement with the Seller and the Owner, whereby the Seller and Owner agreed to sell its Polymeric’s business\nto Polymeric Nocopi. Pursuant to the Asset Purchase Agreement, we acquired substantially all the assets of Polymeric for an aggregate\npurchase consideration of $2,650,000, which consisted of (a) $1,900,000 in cash, subject to customary working capital adjustments and\nother reductions described below, (b) the assumption by the Company of certain specified liabilities of the Seller and (c) the issuance\nby the Company of 500,000 shares of common stock to the Seller. On the closing date, we delivered to the Seller $1,750,000, which represented\nthe cash consideration portion of the purchase price, less the holdback amount of $150,000. Polymeric’s business operations consist\nprimarily of the manufacture and sale of screens and digital inks. We believe the acquisition expands the Company’s product offerings,\nmanufacturing capabilities, customer relationships, and is expected to enhance future revenue opportunities and expand geographic footprint\nof the Company.

MANAGEMENT

The following table sets forth information relating\nto our executive officers and directors as of the date of this prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Name	Age	Relationship
Matthew C. Winger	42	Chief Executive Officer and Chairman of the Board
Kevin Westenburg	32	President and Director
Eric Sites	47	Director
Debra E. Glickman	59	Chief Financial Officer

The following is a brief biography of each executive\nofficer and director.

Matthew C. Winger has\nserved as a director since March 2022 and as our Chief Executive Officer and Chairman since March 2025. Mr. Winger has also served as\na Director of Kennedy Lewis Investment Management LLC since September 2025. Prior to that, he served as Executive Vice President of Corporate\nDevelopment from October 2022 to March 2025. Mr. Winger also previously served as a Managing Director of Douglas Elliman Inc., from October\n2024 to July 2025. Mr. Winger was the Director of Investments for M2A Family Office, a position he held from November 2020 until\nOctober 2024, where he evaluated public and private market investment opportunities for equity, debt, and real estate sectors, as well\nas provided support to portfolio investments across operations and company management. Prior to joining M2A Family Office, Mr. Winger\nwas Director of Investments at a private venture supporting investment analysis and capital allocation. Earlier in his career, Mr. Winger\nwas Senior Research Analyst at Fairholme Capital Management working directly with the CIO in executing a deep dive, fundamental strategy\nacross public securities of distressed and special situation opportunities. Prior to this, Mr. Winger held various roles at TIAA-CREF,\nLoeb Partners and Countrywide Commercial Real Estate Finance. Mr. Winger earned a Bachelor of Science degree from the Kelley School of\nBusiness at Indiana University and an M.B.A. from New York University’s Stern School of Business. He is a CFA Charterholder and\na member of the CFA Society Miami, as well as a volunteer with Big Brothers Big Sisters of Miami. The Board believes that Mr. Winger’s\nextensive knowledge of the Company’s operations as Chief Executive Officer as well as his knowledge of public and private markets\nmakes him well suited to serve as a member of our Board.

Kevin Westenburg\nhas served as our President and a director since June 2025, and is currently the founder of WestCam Partners, a financial advisory firm\nhe founded in 2024 that specializes in restructuring consulting services. Prior to this, Mr. Westenburg was a senior member of the investment\nteam at Kennedy Lewis Investment Management from 2019 to 2024, where he focused on underwriting new investments as well as operational\nrestructurings and financial recapitalizations across consumer, financial services, and industrial companies. Prior to Kennedy Lewis Investment\nManagement, Mr. Westenburg worked at Grant Thornton LLP from 2016 to 2018, where he worked on financial statement audits across the insurance,\nindustrial, and healthcare sectors. Mr. Westenburg earned a Master of Science degree in Finance from Boston College and a Bachelor of\nScience degree in Accounting from Towson University. He is a former Certified Public Accountant. The Board believes that Mr. Westenburg’s\nauditing and transactional experience makes him well suited to serve as a member of our Board.

Eric Sites has\nserved as a director since December 2025, and is a Vice President at Horizon Kinetics Holding Corp. Mr. Sites joined Horizon Kinetics\nin 2004 and is a Portfolio Manager and Research Analyst for the firm. Mr. Sites previously served as a Director for Canadian Securities\nExchange, Bermuda Stock Exchange, Consensus Mining and Seigniorage Company, and Renn Fund. He is currently a Director of IL&FS Securities\nServices Ltd (ISSL) of India. Mr. Sites received a BA from Southern Illinois University in 2000 and an MA from Columbia University, Teachers\nCollege in 2002. The Board believes that Mr. Site’s analytical and investment background makes him well suited to serve as a member\nof our Board.

Debra E. Glickman\nhas served as our Chief Financial Officer since June 2023. Prior to Nocopi, Ms. Glickman joined M2A Family Office in 2020 as the Chief\nFinancial Officer. Prior to joining M2A, Ms. Glickman spent seven years as the CFO for Harbor Group Consulting LLC where she led numerous\nfunctions including accounting, financial, operations, and human resources. Prior to this role, Ms. Glickman spent thirteen years as Vice\nPresident and Chief Investment Officer of Sterling/Carl Marks Capital, Inc. and CMNY Capital II, LP (Carl Marls & Co., Inc), Small\nBusiness Investment Companies licensed by the SBA specializing in small to mid-market growth capital investments for internal expansion\nand acquisition strategies. Ms. Glickman earned a Bachelor of Science Degree in Accounting from the University of Maryland. She enjoys\nvolunteering for fundraising events for the Diabetes Research Institute Foundation and The Breast Cancer Research Foundation-Play for\nP.I.N.K.

Corporate Governance

Committees

We currently only maintain\none committee of the Board, our Audit Committee, which is described in more detail below. As a result of our smaller sized Board and the\nsmall number of executive officers involved with our Company, our Company does not have a separately designated nominating or compensation\ncommittee or committee performing similar functions; therefore, our full Board currently serves in these capacities.

Audit Committee

Our Company has established\na standing audit committee that makes recommendations to our Board regarding the selection of an independent registered public accounting\nfirm, reviews the results and scope of the Company’s audits and other accounting-related services and reviews, oversight of our\nrisk assessment, risk management and cybersecurity risks, and evaluates the Company’s internal control functions. Our Board has\nadopted an Audit Committee charter specifically setting forth these responsibilities of the Audit Committee, which are consistent with\nthe applicable rules and regulations of the SEC. A copy of the Audit Committee charter is available on our website at www.nocopi.com.

Our audit committee is currently\ncomprised of Matthew Winger, Kevin Westenburg and Eric Sites, with Mr. Westenburg serving as the chair. Mr. Sites is “independent”\nwithin the meaning of Rule 10A-3 under the Exchange Act and the NASDAQ Stock Market Rules for Audit Committee purposes. Messrs. Winger\nand Westenburg are not “independent” within the aforementioned standards. Our Board has designated Mr. Sites as an “audit\ncommittee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Code of Business Conduct and Ethics

Our Company has adopted a\nCode of Ethics that applies to its Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and persons\nperforming similar functions. A copy of our Company’s Code of Ethics is filed as Exhibit 14.1 our Annual Report on Form 10-K for\nthe year ended December 31, 2025 and can also be found on our website at www.nocopi.com. Our website address is included\nfor reference only. The information contained on our website is not incorporated by reference into this prospectus.

If we make any amendment to\nthe Code of Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature\nof such amendment or waiver on our website to the extent required by the rules and regulations of the SEC.

EXECUTIVE AND DIRECTOR COMPENSATION

The table below summarizes\nall compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024.

Summary Compensation Table

Name and principal position \n (a)	Year (b)		Salary ($) \n (c)		Bonus ($) \n (d)	Stock \n Awards \n ($)(e)	All other \n compensation \n ($)(f)		Total ($) \n (g)
Michael S. Liebowitz \nFormer CEO and Chmn. of the Board (1)		2025		—		—		—		—	—
		2024		150,000		—		447,500		—	597,500
Terry W. Stovold \nFormer Chief Operating Officer (2)		2025		73,500		3,000		—		139,700	216,200
		2024		75,000		5,000		—		184,600	264,600
Matthew C. Winger \nCurrent CEO and Chmn. of the Board. (3)		2025		117,700		—		7,500		—	125,200
		2024		120,000		—		100,200		—	220,200
Debra E. Glickman \nChief Financial Officer (4)		2025		122,600		15,600		15,000		—	153,200
		2024		125,000		15,600		8,400		—	149,000

Mr. Liebowitz was originally appointed our Chief Effective Officer on August\n18, 2023. In connection with his appointment, on October 16, 2023, Mr. Liebowitz entered into a written employment agreement, effective\nretroactively to August 18, 2023 under which he served as President and Chief Executive Officer of the Company for a period of five years\nwith successive one year renewal terms. In consideration for serving as Chief Executive Officer, Mr. Liebowitz was entitled to an annual\nbase salary of $400,000, which was effective retroactively as of the commencement of his term, August 18, 2023. Mr. Liebowitz voluntarily\nreduced his annual base salary to $150,000, effective December 30, 2023. In addition, Mr. Liebowitz was entitled to a one-time equity\naward of 1,000,000 restricted stock units (“RSUs”) of the Company’s common stock (the “Prior Grant”) valued\nat $3,580,000, which was the fair value of our common stock at grant date of October 10, 2023, which award vested in its entirety on August\n18, 2024. On August 16, 2024, Mr. Liebowitz agreed to cancel and forfeit the Prior Grant and, in lieu of the Prior Grant, the Company\ngranted Mr. Liebowitz 1,649,769 RSUs (the “Replacement Grant”), pursuant to and subject to the Company’s 2024 Equity\nIncentive Plan (the “2024 Plan”) and an award agreement, as approved by the Board of Directors. The fair market value of the\nReplacement Grant was $3,580,000, which was determined based on the closing price of the Company’s common stock on the grant date.\nThe shares of common stock underlying the Replacement Grant were scheduled to vest ratably and quarterly over a two-year period beginning\non August 16, 2024. The cancellation and issuance of the Replacement Grant was treated as a modification of an award under FASB ASC 718.\nThis modification resulted in an incremental fair value of $1,410,000, calculated as the difference between the fair value of the Replacement\nGrant and the fair value of the Prior Grant on the modification date. The incremental fair value was expected to be recognized as additional\ncompensation expense on a straight-line basis over the new two-year vesting period. The Company will relieve the stock compensation liability\non a proportional basis as the Replacement Grant vests. On December 23, 2024, the executive agreed to forfeit to the Company all remaining\n1,443,548 shares underlying the unvested RSUs outstanding under the Replacement Grant. The fair market value of $3,132,500 was recorded\nas a credit to equity and a debit to stock compensation payable. On February 26, 2025, Michael S. Liebowitz notified the Board of his\nresignation as Chairman of the Board and Chief Executive Officer of the Company, effective immediately.

Mr. Operations and Sales for an initial term of three years with successive\none year renewal terms and in July 2014, our Board appointed Mr. Stovold as Chief Operating Officer of the Company. The employment agreement\nprovided for a base salary set by the Board, which was set at $75,000 per year, along with a commission of seven percent (7%) on sales\ngenerated by his efforts. The amount in column (f) reflects Mr. Stovold’s commissions on sales. As of December 31, 2025, Mr. Stovold\nwas owed approximately $120,700 of commissions payable through 2028 related to sales realized through 2025 as a result his efforts of\nwhich approximately $66,500 is currently payable. On September 30, 2026, we entered into a letter agreement with Mr. Stovold, pursuant\nto which Mr. Stovold resigned as Chief Operating Officer, effective October 1, 2026. Mr. Stovold remains employed by the Company as a\nnon-executive employee in a limited transitional capacity through July 1, 2029.

Mr. Winger entered into a written employment agreement effective October\n1, 2022 under which he served as our Executive Vice President of Corporate Development for an initial term of two years with successive\ntwo year renewal terms. The employment agreement provided for a base salary set by the Board, which was set at $125,000 per year. On December\n22, 2024, the Board adjusted Mr. Winger’s salary to $120,000, and the Company issued 60,000 shares to Mr. Winger for his services\nfor 2024 with a fair market value of $100,200. The compensation included for Mr. Winger above represents his compensation for services\nrendered as Executive Vice President of Corporate Development for 2024. On March 4, 2025, the Board appointed Mr. Winger as the Company’s\nChairman of the Board and Chief Executive Officer (and principal executive officer), effective immediately, to fill the vacancy created\nby Mr. Liebowitz’s resignation.

Ms. Glickman receives a base salary of $125,000 per year, along with a discretionary\nbonus determined by the Board. On December 24, 2024, the Company issued 5,000 shares to Ms. Glickman with a fair market value of $8,400,\nwhich is included in her compensation for 2024. On December 24, 2025 and December 29, 2025, the Company issued 10,000 shares to Ms. Glickman\nwith a fair market value of $15,000, which is included in her compensation for 2025.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2025, the following equity\nawards to our directors and named executive officers were outstanding:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name

Number of\n shares or units of stock that have not vested
\n (#)(1)

Market value\n of shares of units of stock that have not vested ($)

Equity

incentive

plan awards:\n Number of

unearned

shares, units\n or other rights that have not vested

(#)

Equity
\n incentive
\n plan awards: Market or payout value of
\n unearned
\n shares, units or other rights that have not vested
\n ($)

Matthew C. Winger

5,000

7,500

—

Kevin Westenburg

10,000

15,000

—

Eric Sites

—

Debra E. Glickman

5,000

7,500

—

Consists of restricted stock units, which will vest on December 29, 2026.

Policies and Practices Related to the Grant\nof Certain Equity Awards

In response to Item 402(x)(1)\nof Regulation S-K, we have not granted new awards of stock options, stock appreciation rights, or similar option-like instruments within\nfour business days before or one business day after the release of a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or Current\nReport on Form 8-K that discloses material nonpublic information. Accordingly, we have no specific policy or practice on the timing of\nawards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant\nnew awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

Director Compensation

The following table summarizes\ncompensation earned by our Company’s directors for the year ended December 31, 2025. All directors have been and will be reimbursed\nfor reasonable expenses incurred in connection with attendance at meetings of the Board or other activities undertaken by them on behalf\nof our Company.

Name

Fees earned\n or paid in cash
\n ($)

Stock awards
\n ($)

Option awards
\n ($)

Nonequity\n incentive plan compensation
\n ($)

Nonqualified\n deferred compensation earnings
\n ($)

All other\n compensation
\n ($)

Total
\n ($)

Michael S. Liebowitz⁽¹⁾

—

Matthew C. Winger⁽¹⁾

—

Jacqueline J. Goldman⁽²⁾

—

Kevin Westenburg⁽³⁾

—

Eric Sites⁽⁴⁾

—

During 2025, Mr. Liebowitz and Mr. Winger each served as an executive officer\nand a director. Messrs. Liebowitz and Winger did not receive any additional compensation for their services rendered as directors of the\nCompany in 2025. Mr. Liebowitz resigned from the Board, effective February 26, 2025.

Ms. Goldman resigned from the Board, effective June 13, 2025.

During 2025, Mr. Westenburg served as an executive officer and a director.\nMr. Westenburg did not receive any additional compensation for his services rendered as a director of the Company in 2025.

Mr. Sites was appointed to the board, effective December 15, 2025.

All directors receive compensation\nin accordance with the Company’s director compensation policy. Pursuant to this program, each director receives an annual cash retainer\nin the amount of $3,000 for service as a director. On December 22, 2025, the Board of Directors modified the annual director fees to an\nannual cash retainer of $50,000 and 30,000 RSUs for each year of board service. For 2025, Messrs. Liebowitz, Winger and Westenburg, as\ncurrent or former executives of the Company, agreed to waive all board fees.

Compensation Policies and Practices as They\nRelate to Our Risk Management

No risks arise from our Company’s\ncompensation policies and practices for our employees that are reasonably likely to have a material adverse effect on our Company.

Change in Control Arrangements

We are not aware of any arrangements\nthat could result in a change of control.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Related Persons

On September 11, 2023, the\nCompany engaged Phillip Frost, the trustee of Frost Gamma Investments Trust, a beneficial owner of greater than 5% of our outstanding\nvoting securities, as a consultant to provide general advisory services to the Company for a three-year period ending on September 11,\n2026. In consideration for providing the advisory services, the Company agreed to issue Frost Gamma Investments Trust an aggregate of\n65,790 shares of Common Stock (the “Advisory Shares”). The Advisory Shares are issued annually ratably over the three-year\nperiod, with two-thirds of the Advisory Shares having already been issued.

Review, approval or ratification of transactions\nwith related persons

Our Company does not have\nany formal written policies or procedures for related party transactions, however in practice, our Board reviews and approves all related\nparty transactions and other matters pertaining to the integrity of management, including potential conflicts of interest, trading in\nour securities, or adherence to standards of business conduct.

Director Independence

Although we are currently\ntraded on the Over-the-Counter Markets, our Board has reviewed each of the Directors’ relationships with the Company in conjunction\nwith NASDAQ Listing Rule 5605(a)(2) that provides that an “independent director” is ‘a person other than an Executive\nOfficer or employee of our Company or any other individual having a relationship which, in the opinion of the Board, would interfere with\nthe exercise of independent judgment in carrying out the responsibilities of a director. Our Board has affirmatively determined that Eric\nSites is an independent director in that he is independent of management and free of any relationship that would interfere with their\nindependent judgment as members of our Board. In making such determination, the Board considered the relationships that Mr. Sites had\nwith our Company and all other facts and circumstances that our Board deemed relevant in determining Mr. Site’s independence. The\nmembers of our Board who are not an “independent director” are Matthew C. Winger and Kevin Westenburg as a result of their\nrespective executive officer status with our Company.

SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth,\nas of October 14, 2026 (except as otherwise indicated below), the stock ownership of (1) each person or group known to our Company to\nbeneficially own 5% or more of our common stock and (2) each director and executive officer individually, and (3) all directors and executive\nofficers of our Company as a group.

To our knowledge, except as\nset forth in the footnotes to this table and subject to applicable community property laws, each person named in the table below has sole\nvoting and investment power with respect to the shares set forth opposite such person’s name.

Except as otherwise indicated,\nthe address of each of the persons in the table below is c/o Nocopi Technologies, Inc., 480 Shoemaker Road, Suite 104, King of Prussia,\nPennsylvania 19406.

Common Stock

Name of Beneficial Owner	Number Of Shares Beneficially Owned		Percentage of Class (1)(2)
5% Stockholders
Michael S. Liebowitz \n      125 Ocean Drive, Apt. 703 \n      Miami Beach, FL 33139 (3)		3,232,455		27.14	%
Joseph S. Steinberg \n      c/o Jefferies Financial Group \n      520 Madison Avenue \n      New York, NY 10022 (4)		1,445,851		12.14	%
Phillip Frost, M.D. \n      4400 Biscayne Blvd, Suite 1500 \n      Miami, Florida 33137 (6)		1,511,642		12.69	%
Directors and Executive Officers
Kevin Westenburg		200,533		1.68	%
Debra E. Glickman		15,280		*
Matthew C. Winger		245,916		2.06	%
Eric Sites		—		*
All Executive Officers and Directors as a Group (four (4) individuals)		462,929		3.89	%

\n \n \n \n \n

Less than 1%.

\n\n

(1)

Where the Number of Shares Beneficially Owned (reported in\nthe preceding column) includes shares which may be purchased upon the exercise of outstanding stock options and warrants which are or\nwithin sixty days will become exercisable (“presently exercisable options”) or the vesting of outstanding restricted stock\nunits within sixty days of the date hereof, the percentage of class reported in this column has been calculated assuming the exercise\nof such presently exercisable options or vesting of outstanding restricted stock units, as applicable.

\n\n

(2)

Based on 11,910,064 shares of common stock outstanding on October 9,\n2026.

\n\n

(3)

The shares are held directly by MSL 18 HOLDINGS LLC and indirectly\nby Michael S. Liebowitz, who has sole voting and dispositive control of MSL 18 HOLDINGS LLC.

\n\n

(4)

Based upon a Form 4 filed on June 10, 2025.

\n\n

(5)

Based upon a Schedule 13D/A filed August 10, 2022 by SRK Fund\nI, LP.

\n\n

(6)

Based on Form 4 filed on September 15, 2025 by Phillip Frost,\nM.D. and Frost Gamma Investments Trust. Includes 1,489,712 Common Shares held by Frost Gamma Investments Trust (“FGIT”).\nDr. Phillip Frost is the trustee of FGIT.

SELLING STOCKHOLDERS

The share of common stock\nbeing offered by the selling stockholders are those (i) issued to certain of the selling stockholders in connection with the Private Placements,\n(ii) issued to Polymeric in connection with the Polymeric Acquisition and (iii) held by the other selling stockholders identified below.\nWe are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to\ntime. Other than with respect to (i) Matthew C. Winger, who currently serves as our Chief Executive Officer and Chairman of the Board;\n(ii) Kevin Westenburg, who currently serves as President and as a director; and (iii) Michael S. Liebowitz, our former Chief Executive\nOfficer and former Chairman of the Board, the selling stockholders have not had any material relationship with us within the past three\nyears.

The table below lists the\nselling stockholders and other information regarding the beneficial ownership of the shares of common stock held by each of the selling\nstockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder. The beneficial\nownership of our common stock is based on 11,910,064 shares of our common stock outstanding as of October 9, 2026. The third column lists\nthe shares of common stock being offered by this prospectus by the selling stockholders. The information in the table below with respect\nto the selling stockholders has been obtained from the selling stockholders.

Information about the selling\nstockholders may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement\nto this prospectus, to the extent required by law.

Except as otherwise indicated,\nthe address of each of the persons in the table below is c/o Nocopi Technologies, Inc., 480 Shoemaker Road, Suite 104, King of Prussia,\nPennsylvania 19406.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number\n of Shares of Common Stock Owned Prior to Offering		Maximum\n Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number\n of Shares of Common Stock Owned After Offering⁽¹⁾
Name of Selling Stockholder					Number	Percent
MSL 18 Holdings LLC		1,250,000		1,250,000		—	—
Joseph S. Steinberg		1,250,000		1,250,000		—	—
Frost Gamma Investments Trust		1,315,790		1,315,790		—	—
Polymeric U.S., Inc.		500,000		500,000		—	—

\n \n \n \n \n \n \n

*	Denotes less than 1%

(1)

Assumes that all shares of common stock being registered in this prospectus are resold to third parties.

Description\nof SECURITIES

Description of Common Stock

The following description\nof our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our\nAmended and Restated Articles of Incorporation (the “charter”) and our Amended and Restated Bylaws (the “bylaws”).\nWe encourage you to read our charter, our bylaws and the applicable provisions of the MGCL for additional information.

Authorized Share Capital. The\nCompany’s authorized capital stock consists of 75,000,000 shares of common stock, par value $0.01 per share and 300,000 shares of\nseries A preferred stock, par value $1.00 per share.

Voting. Holders of\nour common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative\nvoting with respect to the election of directors.

Dividend Rights. Holders\nof our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available\nfor this purpose.

Liquidation Preferences.\nIn the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive on a proportional basis\nany assets remaining available for distribution after payment of our liabilities.

Other Terms. Holders\nof common stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable\nto the common stock. All outstanding shares of the common stock are fully paid and non-assessable.

Anti-Takeover Provisions

Certain of our charter and\nbylaw, statutory and contractual provisions could make the removal of our management and directors more difficult and may discourage transactions\nthat otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the\nforegoing provisions, as well as the significant common stock beneficially owned by our executive officers, and certain members of our\nboard of directors, could lower the price that investors might be willing to pay in the future for shares of our common stock. They could\nalso deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock\nin an acquisition.

Charter and Bylaw Provisions

The Company's charter and\nbylaws contain provisions that could make it more difficult for a third party to acquire the Company without the consent of our Board.\nAdditionally, these provisions could lower the price that future investors might be willing to pay for shares of our common stock. These\nanti-takeover provisions:

authorize our board of directors to create and issue, without stockholder\napproval, 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\nallow less than a majority of stockholders to elect director candidates;

provide that any vacancy on the board of directors of the Company be filled\nonly 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\napproximately one-third of the directors to be elected each year;

provide that our board of directors is expressly authorized to adopt, amend\nor repeal our bylaws;

provide that our directors will be elected by a plurality of the votes cast\nin the election of directors;

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

provide that the number of directors of the Company shall be fixed only\nby vote of the board of directors.

These provisions could lower\nthe price that future investors might be willing to pay for shares of our common stock.\t

Maryland Law

Business Combination and Fair Price Statute

Under the MGCL, certain business\ncombinations between a Maryland corporation that has 100 or more beneficial owners of its common stock, and an interested stockholder\nor an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested\nstockholder becomes an interested stockholder.

An interested stockholder\nis:

Any person (other than the corporation or any subsidiary) who beneficially\nowns 10 percent or more of the voting power of the corporation's outstanding voting stock after the date on which the corporation had\n100 or more beneficial owners of its stock.

An affiliate or associate of the corporation who, at any time\nwithin the two-year period immediately before the date in question, was the beneficial owner of 10 percent or more of the voting power\nof the then outstanding stock of the corporation.

After the five-year period,\nthe business combination generally must be recommended by the board of directors and approved by the affirmative vote of at least 80 percent\nof the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and two-thirds of the votes entitled\nto be cast by holders of voting stock of the corporation (other than shares held by the interested stockholder). This is not required\nif:

The corporation's common stockholders receive a minimum price (as defined\nin the statute) for their shares.

The consideration is received in cash or in the same form as previously\npaid by the interested stockholder for its shares.

A person is not an interested\nstockholder under the statute if the board of directors of the corporation approved in advance the transaction by which the person otherwise\nwould have become an interested stockholder. The statute also permits various exemptions from its provisions, including for business combinations\nthat are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder.

Control Share Acquisitions

Holders of \"control shares\"\nof a Maryland corporation that has 100 or more beneficial owners of its common stock acquired in a \"control share acquisition\"\nhave no voting rights except to the extent approved by the affirmative vote of two-thirds of the votes entitled to be cast on the matter,\nexcluding votes cast by:

The person who makes or proposes to make a control share acquisition.

An officer of the corporation.

An employee of the corporation who is also a director of the corporation.

Control shares are voting\nshares of stock which, if aggregated with all other shares of stock previously acquired or directly controlled by the stockholder, would\nentitle the stockholder to exercise voting power in electing directors within one of the following ranges of voting power:

One-tenth or more but less than one-third.

One-third or more but less than a majority.

A majority or more of all voting power.

Control shares do not include\nshares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition\nmeans the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes\nto make a control share acquisition, on satisfaction of certain conditions (including an undertaking to pay expenses and delivering an\nacquiring person statement), may compel the board of directors to call a special meeting of stockholders to be held within 50 days of\ndemand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question\nat any stockholders meeting.

If voting rights are not approved\nat the meeting or if the acquiring person does not deliver an acquiring person statement, then, subject to certain conditions and limitations,\nthe corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair\nvalue. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority\nof the shares, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for appraisal rights may\nnot be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition\nstatute does not apply to, among other things:

Shares acquired in a merger, consolidation, or statutory share exchange\nif the corporation is a party to the transaction.

Newly issued shares acquired directly from the corporation.

Acquisitions approved or exempted by the charter or bylaws of the corporation.

Subtitle 8

Under Subtitle 8 of Title\n3 of the Maryland General Corporation Law, a public corporation with a class of equity securities registered under the Securities Exchange\nAct of 1934 and at least three independent directors can elect to be subject to any or all of following takeover defense provisions:

The corporation's board of directors will be divided into three classes.

The affirmative vote of at least two-thirds of all the votes entitled to\nbe cast by stockholders generally in the election of directors is required to remove a director.

The number of directors may be fixed only by vote of the board of directors.

A vacancy on the board may be filled only by the affirmative vote of a majority\nof the remaining directors in office.

The directors elected to fill a vacancy will serve for the remainder of\nthe full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies.

The request of stockholders entitled to cast at least a majority of all\nthe votes entitled to be cast at the meeting is required for stockholders to call a special meeting of stockholders.

The charter of a corporation\nmay contain a provision or the board of directors may adopt a resolution that prohibits the corporation from electing to be subject to\nany or all of the provisions of Subtitle 8.

Constituency Provision

A corporation may specify\nin its charter that the board of directors can consider the effect of the potential acquisition of control on:

Stockholders.

Employees.

Suppliers, customers, and creditors of the corporation.

The communities in which offices of the corporation are located.

Contractual Provisions

The terms of change of control\nprovisions contained in our president & chief executive officer’s employee agreement may discourage a change in control\nof our Company.

Our board of directors also\nhas the power to adopt a stockholder rights plan that could delay or prevent a change in control of our Company even if the change in\ncontrol is generally beneficial to our stockholders. These plans, sometimes called “poison pills,” are oftentimes criticized\nby institutional investors or their advisors and could affect our rating by such investors or advisors. If our board of directors adopts\nsuch a plan, it might have the effect of reducing the price that new investors are willing to pay for shares of our common stock.

Together, these charter, statutory\nand contractual provisions could make the removal of our management and directors more difficult and may discourage transactions that\notherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing\nprovisions, as well as the significant common stock beneficially owned by our executive officers and certain members of our board of directors,\ncould limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential\nacquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

Preferred Stock

The common stock is subject\nto the express terms of the Company’s preferred stock and any series thereof. The board of directors may issue preferred stock with\nvoting, dividend, liquidation and other rights that could adversely affect the relative rights of the holders of the common stock.

Listing

Our shares of common stock\nare currently quoted on the OTC Market (OTCQB) under the symbol “NNUP”.

Transfer Agent

Our transfer agent is Equiniti\nTrust Company, LLC, 28 Liberty Street, Floor 53, New York, NY 10005.

PLAN OF DISTRIBUTION

The selling stockholders of\nthe securities and any of their pledgees, donees, transferees or other successors-in-interest may, from time to time, sell any or all\nof their securities covered hereby on the principal market or any other stock exchange, market or trading facility on which the securities\nare traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more\nof the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker dealer\nsolicits purchasers;

block trades in which the broker dealer will attempt to sell the securities\nas agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker dealer as principal and resale by the broker dealer\nfor its account;

an exchange distribution in accordance with the rules of the applicable\nexchange;

privately negotiated transactions;

settlement of short sales;

in transactions through broker dealers that agree with the selling stockholders\nto sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions,\nwhether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

If the selling stockholders\neffect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers\nor agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from\npurchasers of the common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions\nas to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In\nconnection with sales of shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers,\nwhich may in turn engage in short sales of shares of common stock in the course of hedging in positions they assume. The selling stockholders\nmay also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions\nand to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock\nto broker-dealers that in turn may sell such shares.

The selling stockholders may\npledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance\nof their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant\nto this prospectus or any amendment to this prospectus under Rule 424(b) or other applicable provision of the Securities Act, if necessary,\nthe list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this\nprospectus. The selling stockholders also may transfer and donate shares of common stock in other circumstances in which case the transferees,\ndonees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and\nany broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within\nthe meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be\ndeemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common\nstock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common\nstock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions\nand other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed\nor paid to broker-dealers.

Under the securities laws\nof some states shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition,\nin some states shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an\nexemption from registration or qualification is available and is complied with.

There can be no assurance\nthat any selling stockholders will sell any or all of shares of common stock registered pursuant to the registration statement, of which\nthis prospectus forms a part.

The selling stockholders and\nany other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations\nthereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any\nof the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability\nof any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the common\nstock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage\nin market-making activities with respect to the shares of common stock.

We will pay all expenses\nof the registration of the shares of common stock, estimated to be $96,715.31 in total, including, without limitation, Securities and Exchange\nCommission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling\nstockholder will pay all underwriting discounts and selling commissions, if any.

Our common stock is currently quoted on the OTC\nMarket (OTCQB) under the symbol “NNUP.”

LEGAL MATTERS

The validity of the securities\noffered by this prospectus has been passed upon for us by Miles & Stockbridge P.C.

EXPERTS

The consolidated financial\nstatements of Nocopi Technologies, Inc. as of December 31, 2025 and 2024 and for the years then ended have been included herein and in\nthe registration statement in reliance on the report of Stephano Slack LLC, an independent registered public accounting firm, given on\nthe authority of said firm as experts in auditing and accounting.

The financial\nstatements of Polymeric U.S., Inc. as of December 31, 2025 and 2024 and for the years then ended have been included herein and in the\nregistration statement in reliance on the report of Aprio, LLP, independent auditors, given on the authority\nof said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of\na registration statement we filed with the SEC and does not contain all the information set forth or incorporated by reference in the\nregistration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements, or other documents, the reference\nmay not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports\nor other documents incorporated by reference into this prospectus for a copy of such contract, agreement, or other document. Because we\nare subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly, and current reports, proxy statements,\nand other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other\ninformation regarding issuers that file electronically with the SEC. Our SEC filings are available to the public over the Internet on\nthe SEC’s website at http://www.sec.gov.

Our website address is www.nocopi.com.\nThe information contained on, or accessible through, our website is not incorporated into this prospectus and does not form a part hereof\n(other than those filings with the SEC that we specifically incorporate by reference into the prospectus or any supplement to this prospectus).

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

NOCOPI\nTECHNOLOGIES, INC.

FINANCIAL STATEMENTS

DECEMBER 31,\n2025 AND 2024

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID#03523)	F-2
Balance Sheets as of December 31, 2025 and 2024	F-3
Statements of Comprehensive Loss for the Years ended December 31, 2025 and 2024	F-4
Statement of Stockholders’ Equity for the Years ended December 31, 2025 and 2024	F-5
Statements of Cash Flows for the Years ended December 31, 2025 and 2024	F-6
Notes to Financial Statements	F-7

NOCOPI\nTECHNOLOGIES, INC.

FINANCIAL STATEMENTS

JUNE 30, 2026\nAND 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
Condensed\n Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	F-18
Condensed\n Consolidated Balance Sheets at June 30, 2026 (unaudited) and December 31, 2025	F-19
Condensed\n Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)	F-20
Condensed\n Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	F-21
Condensed\n Notes to the Condensed Consolidated Financial Statements (unaudited)	F-22

POLYMERIC\nU.S., INC.

FINANCIAL STATEMENTS

DECEMBER 31,\n2025 AND 2024

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page

Independent Auditors’ Report	F-34
Financial Statements:
Balance Sheets	F-36
Statements of Operations	F-38
Statements of Stockholders’ Equity (Deficit)	F-39
Statements of Cash Flows	F-40
Notes to the Financial Statements	F-41

POLYMERIC U.S., INC.

CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page

Balance Sheets at March 31, 2026 (unaudited) and December 31, 2025		F-54
Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)		F-55
Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)		F-56
Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)		F-57
Condensed Notes to the Unaudited Financial Statements		F-58

F-1

REPORT OF INDEPENDENT\nREGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
\nStockholders of Nocopi Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet\nof Nocopi Technologies, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of comprehensive loss,\nstockholders’ equity, and cash flows for the two years in the period ended December 31, 2025, and the related notes (collectively\nreferred to as the financial statements). In the opinion, the financial statements present fairly, in all material respects, the financial\nposition of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two\nyears in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States\nof America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. The responsibility is to express an opinion on the Company's\nfinancial statements based on the audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

Critical Audit Matters

Critical audit matters are matters arising\nfrom the current period audit of the financial statements that were communicated or required to be communicated to the audit committee\nand that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved the especially challenging,\nsubjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Stephano Slack LLC

We have served as the Company’s auditor since\n2024.

Wayne, Pennsylvania

March 31, 2026

F-2

Nocopi\nTechnologies, Inc.
\nBalance Sheets*


	December 31
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	11,553,600			$	10,839,700
Accounts receivable less $12,000 allowance for credit losses for December 31, 2025 and 2024		936,700				1,234,500
Inventory, net of allowance of $114,200 and $85,400		456,900				349,600
Prepaid and other		144,100				155,700
Total current assets		13,091,300				12,579,500
Fixed assets
Leasehold improvements		81,500				81,500
Furniture, fixtures and equipment		179,700				179,700
Fixed assets, gross		261,200				261,200
Less: accumulated depreciation and amortization		251,200				244,500
Total fixed assets		10,000				16,700
Other assets
Long-term receivables		775,000				1,292,800
Operating lease right of use - building		161,300				32,400
Total other assets		936,300				1,325,200
Total assets	$	14,037,600			$	13,921,400
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	30,600			$	20,900
Accrued expenses		153,300				108,300
Stock compensation payable		26,700				26,800
Operating lease liability - current		80,200				35,200
Total current liabilities		290,800				191,200

Long-term liabilities
Operating lease liability – non-current		88,700				—
Accrued expenses, non-current		54,300				90,400
Total liabilities		433,800				281,600

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 - 2025 – 10,835,123 shares; 2024 - 10,792,913 shares		108,300				107,900
Paid-in capital		25,698,900				25,580,400
Accumulated deficit		(12,203,400	)			(12,048,500	)
Total stockholders’ equity		13,603,800				13,639,800
Total liabilities and stockholders’ equity	$	14,037,600			$	13,921,400

*The accompanying notes are an integral part of these\nfinancial statements.

F-3

Nocopi\nTechnologies, Inc.
\nStatements of Comprehensive Loss*


	Years ended December 31
	2025			2024
Revenues
Licenses, royalties and fees	$	605,100			$	511,500
Product and other sales		888,700				1,606,300
Total revenues		1,493,800				2,117,800
Cost of revenues
Licenses, royalties and fees		154,900				218,800
Product and other sales		525,500				798,700
Total cost of revenues		680,400				1,017,500
Gross profit		813,400				1,100,300
Operating expenses
Research and development		179,900				178,200
Sales and marketing		282,600				322,400
General and administrative		952,300				3,900,000
Total operating expenses		1,414,800				4,400,600
Net loss from operations		(601,400	)			(3,300,300	)
Other income (expenses)
Other income		—				84,000
Interest income		470,600				560,700
Interest expense and bank charges		(24,100	)			(23,300	)
Total other income		446,500				621,400
Net loss before income taxes		(154,900	)			(2,678,900	)
Income taxes (benefit)		—				—
Net loss	$	(154,900	)		$	(2,678,900	)
Net loss per common share
Basic and Diluted	$	(0.014	)		$	(0.25	)
Weighted average common shares outstanding
Basic and Diluted		10,800,154				10,531,797

*The accompanying notes are an integral part\nof these financial statements.

F-4

Nocopi Technologies, Inc.
\nStatement of Stockholders’ Equity*
\nFor the Period January 1, 2024 through December 31, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Common stock		Paid-in Capital			Accumulated Deficit		Total
	Shares		Amount
Balance - January 1, 2024		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
Issuance of common stock		42,210			400			118,500		—			118,900
Net loss		—			—			—		(154,900	)		(154,900	)
Balance - December 31, 2025		10,835,123		$	108,300		$	25,698,900	$	(12,203,400	)	$	13,603,800

*The accompanying notes are an integral part\nof these financial statements.

F-5

Nocopi Technologies, Inc.
\nStatements of Cash Flows*


	Years ended December 31
	2025			2024
Operating Activities
Net loss	$	(154,900	)		$	(2,678,900	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		6,700				29,700
Stock based\n compensation, net of taxes		118,900				2,615,900
Amortization of operating lease right of use-building		75,500				68,200
Inventory reserve		28,800				(41,500	)
(Increase) decrease in assets
Accounts receivable		297,800				(113,800	)
Inventory		(136,100	)			139,900
Interest receivable		—				160,000
Prepaid and other		11,600				(33,900	)
Long-term receivables		517,800				545,700
Increase (decrease) in liabilities
Accounts payable		9,700				(6,600	)
Accrued expenses		8,900				(24,500	)
Operating lease liability		(70,800	)			(65,400	)
Net cash provided by operating activities		713,900				594,800

Investing Activities
Proceeds from sale of short-term investment		—				7,985,600
Purchase of fixed assets		—				(9,900	)
Net cash provided by investing activities		—				7,975,700


Increase in cash and cash equivalents		713,900				8,570,500

Cash and Cash Equivalents
Beginning of year		10,839,700				2,269,200
End of year	$	11,553,600			$	10,839,700


Supplemental Disclosure of Non-Cash Investing and Financing Activities
Issuance\n of common stock to employees, net of taxes	$	31,200			$	439,500
Issuance of common stock for services	$	87,700			$	87,700
Right of use asset and liability	$	204,500			$	83,000

*The accompanying notes are an integral part of these\nfinancial statements.

F-6

NOCOPI TECHNOLOGIES, INC.
\nNOTES TO FINANCIAL STATEMENTS
\nDecember 31, 2025 and 2024

1. Organization of the Company

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

2. Significant Accounting Policies

Financial Statement Presentation - Amounts\nincluded in the accompanying financial statements have been rounded to the nearest hundred, except for number of shares and per share\ninformation.

Estimates - The preparation of the\nfinancial statements in conformity with Accounting Principles Generally Accepted in the United States requires management to make estimates\nand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of financial\nstatements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

Cash and cash equivalents consist\nof demand deposits and money-market funds.

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

The framework for measuring fair value provides a\nfair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority\nto unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs\n(Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

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

Level 2 Inputs to the valuation methodology include:

● quoted prices for similar assets or liabilities in active markets;

● quoted prices for identical or similar assets or liabilities in\ninactive markets;

● inputs other than quoted prices that are observable for the asset\nor liability;

● inputs that are derived principally from or corroborated by observable\nmarket data by correlation or other means

F-7

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

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

Level 3 Inputs to the valuation methodology are unobservable and significant\nto the fair value measurement.

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

The following is a description of the valuation methodologies\nused for assets measured at fair value as of December 31, 2025 and December 31, 2024.

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

The\ncarrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will\nnot be collected.

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

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

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

Patent costs are charged to expense\nas incurred .

Revenues - The Company recognizes\nrevenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services\nis transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s\nrevenues are derived from royalties paid by licensees of the Company’s technologies, fees for the provision of technical services\nto licensees, and from the direct sale of (i) products incorporating the Company’s technologies, such as inks, security paper and\npressure-sensitive labels, and (ii) equipment used to support the application of the Company’s technologies. Royalties consist of\nguaranteed minimum royalties payable by certain licensees and additional royalties which vary based on the licensee’s sales or production\nof products incorporating the licensed technology. Service fees and product sales revenues vary directly with the number of units provided.

Fixed-Fee License Agreements

Under certain license agreements, customers\nare required to pay guaranteed minimum royalties over the term of the contract. Management has determined that these licenses represent\nthe right to use functional intellectual property, as the licensed technology has standalone functionality and does not require ongoing\nsubstantive activities affecting its utility. Accordingly, revenue related to guaranteed minimum royalties is recognized at a point in\ntime when the license is made available to the customer, provided the contract is enforceable and collection is probable.

Because guaranteed minimum payments are\nreceived over multiple years, future payments are discounted to present value when a significant financing component exists. The related\ninterest income is recognized over the collection period using the effective interest method.

F-8

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

License Agreements – Future Technology

Certain license arrangements provide access\nto future or evolving ink technologies. Revenue under these agreements is recognized over time as the Company satisfies its performance\nobligations over the contractual term.

Sales-Based Royalties

In addition to guaranteed minimum royalties,\ncertain license agreements provide for royalties based on the licensee’s sales or production volumes. Royalties in excess of guaranteed\nminimum amounts are recognized in the period in which the underlying customer sales occur.

Product Sales

Revenue from product sales is recognized\nat a point in time when control transfers to the customer, generally upon shipment under FOB shipping point terms.

Significant judgment is required in determining\nthe timing of revenue recognition for license arrangements and in assessing whether a significant financing component exists.

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

Stock-based compensation - The Company\naccounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification\n(ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for\nall stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair\nvalue 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\nexpected to vest is recognized as expense over the shorter of the vesting period or the requisite service periods using the straight-line\nmethod. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASU 2017-07, with ASU No. 2018-07,\nCompensation - Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”),\nwhich aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718,\nwith certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity\n- Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration\nfor goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee\nequity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services.

Earnings per share - The Company follows\nFASB ASC 260 resulting in the presentation of basic and diluted earnings per share. Basic earnings per common share are based on the weighted\naverage number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number\nof common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect\nof increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options\nwere greater than the market price of the common stock. Since the Company did not have any common stock equivalents outstanding as of\nDecember 31, 2025 and 2024, basic and diluted earnings per share were the same.

Comprehensive income - The Company\nfollows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that\nincludes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since\nthe Company has no items of other comprehensive income, comprehensive income is equal to net income.

F-9

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

Recoverability of Long-Lived Assets\n- The Company follows FASB ASC 360-35, “Impairment or Disposal of Long-Lived Assets.” The Statement requires that long-lived\nassets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the\ncarrying amount of the asset may not be recoverable. The Company is not aware of any events or circumstances which indicate the existence\nof an impairment which would be material to the Company’s annual financial statements.

Segment Reporting - The company manages\nits operations as a single operating segment for the purpose of assessing performance and making operating decisions, and thus reports\nas a single operating segment. The company’s singular focus is on the development of its ink technology. Revenue to date has been\ngenerated through the Company’s license agreements and sale of ink with its collaborators, see Note 11 and 13 for geographic information\nof revenue. All tangible assets are held in the United States.

Recently Adopted Accounting Pronouncements\n- In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). The amendments in this Update related to the\nrate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent\ncategories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.\nThe amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and\nrelated tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The\nother amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income\n(or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h),\nRules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer\nare considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods\nbeginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods\nbeginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made\navailable for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.\nThe Company adopted Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective\nbasis within its annual reporting for the year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures\nrelated to the effective tax-rate reconciliation, including additional disaggregation requirements prescribed by the standard.

Recently Issued Accounting Pronouncements\nNot Yet Adopted - In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense\nDisaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires\ndisaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective\nfor annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption\nand can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on the consolidated financial\nstatements and related disclosures.

3. Cash and Cash Equivalents

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of cash and cash equivalents
	Year ended December 31
	2025		2024
Cash and cash equivalents
Cash and money market funds	$	11,553,600		$	10,839,700
Cash and cash equivalents	$	11,553,600		$	10,839,700

The Company currently maintains, and may in the\nfuture maintain, assets at certain financial institutions in the U.S. in amounts that are, and in the future may be, in excess of the\nFederal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. At December 31, 2025 and December 31, 2024, the\nCompany had $11,303,600 and $10,589,700 in excess of the FDIC insured limit, respectively. In the event of a failure of any financial\ninstitutions where the Company maintains deposits or other assets, the Company may incur a loss to the extent such loss exceeds the FDIC\ninsurance limitation, which could have a material adverse effect on liquidity, financial condition and results of operations. Interest\nincome earned was $447,500 and $304,800 for the years ended December 31, 2025 and 2024, respectively.

4. Inventories

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of inventories
	Year ended December 31
	2025			2024
Inventories consist of the following:
Raw materials	$	571,100			$	428,000
Finished goods		—				7,000
Inventory gross		571,100				435,000
Less: Allowance		(114,200	)			(85,400	)
Inventory	$	456,900			$	349,600

F-10

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

5. Concentration of Credit Risk

The Company is exposed to credit risk with respect to cash and\nshort-term investments with a financial institution. See Note 3 for a discussion on excess cash and cash equivalents.

In addition, the Company is exposed to credit risk\nwith respect to its accounts receivable due to the concentration of major customers. See Note 11 for a discussion of customer concentration.

6. Long-term Receivables

As of December 31, 2025, the Company had\nlong-term receivables of $775,000 from three of the four licensees representing the present value of fixed guaranteed royalty payments\nthat will be payable over varying periods of two through five years that commenced in the second half of 2022 and terminate in the second\nquarter of 2028. The fixed guaranteed royalty payments result from amendments to license agreements with three existing licensees and\na license agreement with a new licensee. The receivable represents the present value of the fixed minimum annual payments due under the\nlicense agreements, discounted at the Company’s incremental borrowing rate of 6.32% for two licensees that renewed in 2022, 8.14%\nfor a licensee that renewed in January 2025 and 5.52% for a new licensee in June 2025.

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

\n \n \n \n \n

The royalty payment is fixed or determinable

\n \n \n \n \n

Collection of the royalty payment is considered probable

\n \n \n \n \n

The licensee has the ability to benefit from the licensed technology

The\nCompany determined that the above conditions were met upon execution of the four license agreements. The present value of the fixed guaranteed\ncosts of obtaining the four license agreements (sales commissions) was recorded upon renewal of three existing license agreements and\na new license agreement with a new licensee. The sales commissions are amortized on a systematic basis consistent with the pattern of\nrevenue recognition for the underlying four license agreements. The unamortized balance as of December 31, 2025 and December 31, 2024,\nfor accrued commission payable was $96,100 and $128,500, respectively, included on the balance sheet in accrued expenses and accrued expenses,\nnon-current.

The current portion of the four license agreements,\nin the amount of $599,400 and $545,700, is included in accounts receivable on the balance sheets as of December 31, 2025 and 2024, respectively.

The following\ntable summarizes the future minimum payments due under the three license agreements as of December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of future minimum payments
Year Ending\n December 31:

	2026	$	634,000
	2027	$	567,500
	2028	$	270,000
	Total	$	1,471,500

The Company has evaluated the collectability of the\nlong-term receivables and believes them to be fully collectible as of December 31, 2025. However, there can be no assurance that the receivables\nwill not be impaired in the future due to changes in the licensees’ financial condition or other factors.

The\nlong-term receivables are recorded at its present value as of December 31, 2025, and the receivable and imputed interest will be amortized\nover the term of the license agreements using the effective interest method. The book value approximates the fair value for long-tern\nreceivables. The unamortized balance of the long-term receivables as of December 31, 2025 and 2024 is $775,000 and $1,292,800, respectively.\nThe unamortized imputed interest balance as of December 31, 2025 and 2024 was $90,200 and $110,500, respectively, which will be recognized\nas interest income through June 30, 2028. Interest income derived from long-term receivables was $23,100 and $16,100 for the year ended\nDecember 31, 2025 and 2024, respectively, included in the statements of comprehensive income (loss).

7. Stockholders’ Equity

The Company maintains the 2024 Equity\nIncentive Plan (the “Plan”), under which equity awards, including stock options, restricted stock, and other share-based\nawards, may be granted to employees, directors, and consultants. The maximum number of shares of the Company’s common stock authorized\nfor issuance under the Plan is 2,000,000 shares.

As of December 31, 2025, an aggregate\nof 375,875 shares had been issued or were subject to outstanding awards under the Plan, and 1,624,125 shares remained available for future\ngrants.

F-11

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

Prior Grant and Replacement Grant

In connection with an employment agreement, the Company granted\n(the “Prior Grant”) to an executive a one-time equity award of 1,000,000 restricted stock units (“RSUs”) of the\nCompany’s common stock valued at $3,580,000, fair value, which award was originally set to vest in its entirety on August 18, 2024.\nThe fair market value of the Prior Grant was determined based on the closing price of the Company’s common stock on the grant date\nand was expensed on a straight-line basis to general and administrative expense as stock-based compensation over the one-year vesting\nterm. The Company recorded stock-based compensation expense for this issuance of $2,435,800 for the year ended December 31, 2024.

Under the original terms of the award, to the\nextent the Company had not established an employee equity compensation plan on or prior to August 18, 2024, the RSUs could have been\nconverted, at the election of the executive, in full or in part, into cash compensation at a rate of $3.58 per share, which was the fair\nmarket value of the common stock on October 10, 2023, the date the Board of Directors approved the grant.

Because the award permitted cash settlement\nat the election of the executive, the award was initially classified as a liability award under ASC 718 and remeasured at each reporting\nperiod until modification.

On August 16, 2024, the executive agreed\nto cancel and forfeit the Prior Grant and, in lieu of the Prior Grant, the Company granted the executive 1,649,769 RSUs (the “Replacement\nGrant”) pursuant to and subject to the Plan and an award agreement approved by the Board of Directors.

The fair market value of the Replacement Grant\nwas $3,580,000, determined based on the closing price of the Company’s common stock on the grant date. The shares underlying the\nReplacement Grant vest ratably and quarterly over a two-year period beginning August 16, 2024.

The cancellation and issuance of the Replacement\nGrant was accounted for as a modification under ASC 718. The incremental fair value of $1,410,000, representing the excess of the fair\nvalue of the Replacement Grant over the fair value of the Prior Grant immediately before modification, is recognized as additional compensation\nexpense over the remaining vesting period.

Upon modification, the award was reclassified from liability to\nequity classification.

On November 16, 2024, 144,805 shares of vested stock were issued\nat a fair value of $330,800, net of taxes.

On December 23, 2024, the executive agreed\nto forfeit 1,443,548 unvested RSUs under the Replacement Grant at a value of $3,308,800.

The forfeiture was accounted for in accordance\nwith ASC 718, resulting in reversal of previously recognized expense associated with unvested awards.

Advisory Shares – Private Placement

On September 11, 2023, the Company entered into a stock purchase\nagreement in connection with a private placement for total gross proceeds of $5.0 million. The agreement provided for the issuance of\n1,250,000 shares of common stock at $4.00 per share. The sale closed on September 11, 2023. No placement fees or commissions were paid.

In addition, as consideration for advisory\nservices through September 11, 2026, the Company agreed to issue 65,790 shares of common stock with a total grant-date fair value of $263,160,\nwhich vest in three equal tranches on September 11, 2024, 2025, and 2026.

The Company recognizes compensation expense\nfor advisory share grants based on grant-date fair value and recognizes expense on a straight-line basis over the service period.

For the years ended December 31, 2025 and\n2024, the Company recognized consulting expense of $87,600 and $87,900, respectively, related to this stock grant.

On September 11, 2024 and September 11, 2025,\nthe Company issued 21,930 shares of common stock at a fair value of $87,700 upon the vesting of the first and second tranches. As of December\n31, 2025, unrecognized compensation expense related to the advisory shares was approximately $61,000, which will be recognized over the\nremaining service period.

F-12

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

Director and Executive Grants

On December 22, 2024, the Company issued 60,000\nshares of common stock to an outside director and 60,000 shares to an executive for services rendered. The shares were fully vested upon\nissuance and had an aggregate grant-date fair value of $200,400, which was recognized as stock-based compensation expense.

On December 24, 2024, the Company granted 10,000\nRSUs to an executive. Of these, 5,000 vested and were issued immediately at a value of $8,500. The remaining 5,000 vested on December\n24, 2025 with 2,640 shares being issued at a value of $4,700, net of taxes. The grant-date fair value was $16,700. The immediately vested\nportion was recognized as compensation expense on the grant date, and the remaining portion was recognized over the one-year vesting period.

On December 29, 2025, executives were granted\n40,000 RSUs, of which 20,000 vested and 17,640 shares were issued immediately at a value of $26,500, net of taxes. The remaining 20,000\nvest on December 29, 2026. The aggregate grant-date fair value was $60,000, of which $30,000 was recognized in 2025. The remaining amount\nwill be recognized over the remaining vesting period.

Stock-Based Compensation Expense

For the years ended December 31, 2025 and 2024, the Company\nrecognized stock-based compensation expense of $126,000 and $2,732,500, respectively.

As of December 31, 2025, total unrecognized\ncompensation expense related to nonvested awards was approximately $90,800, which is expected to be recognized over a weighted-average\nperiod of approximately one year.

8. Income Taxes

The Company adopted Accounting Standards Update (ASU)\n2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended\nDecember 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation, including\nadditional disaggregation requirements prescribed by the standard. For further details, see Note 2, Significant Accounting Policies.

There was no income tax expense reflected in the results\nof operations for the years ended December 31, 2025 and December 31, 2024, because the Company carried forward net losses for tax purposes.

As of December 31, 2025 and December 31, 2024, the\nCompany had federal net operating loss carry forwards of $804,000 and $707,000 respectively, and state net operating loss carryforwards\nof $3,176,000 and $2,568,000 which may be used to offset future taxable income. The remaining federal NOL's will not expire but will be\nlimited to 80% of taxable income. The Pennsylvania NOL's started to expire in 2024, with $1,307,000 expiring by 2032. Remaining Pennsylvania\nNOL's expire in 20 years. Florida NOL's will not expire.

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

The tax effects of temporary differences which give\nrise to deferred tax assets (liabilities) are summarized as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of deferred tax assets liabilities
	2025			2024

Deferred tax assets/(liabilities)
Net operating loss carryforward	$	412,600			$	595,300
R&D Credits		80,300				41,300
Operating lease assets		2,200				800
Capitalize research & development costs		53,600				73,400
Depreciation & amortization		2,300				600
Total deferred tax assets		551,000				711,400
Valuation allowance		(551,000	)			(711,400	)
Net	$	—			$	—

For the year ended December 31, 2025, the net decrease in valuation allowance\nwas $160,400.

F-13

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

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

Schedule of reconciliation of the statutory federal rate
	December 31, 2025			December 31, 2024
	Amount			%		Amount	%
U.S. Federal statutory tax rate		(32,500	)		21.00		(568,900	)	21.00
State and local income tax, net of federal income tax effect
Pennsylvania state modification		(33,200	)		21.40		(18,000	)	0.67
Pennsylvania income tax		(11,800	)		7.63		(265,800	)	9.81
Other		(2,100	)		1.38		6,900		(0.25)(.25	)
Tax Credits		(39,000	)		25.20		(41,300	)	1.52
Changes in valuation allowances		(160,400	)		103.59		123,400		(4.56	)
Nontaxable or nondeductible items
Forfeiture of stock-based compensation		—			—		1,026,800		(37.90	)
ERTC income not taxable		—			—		(17,600	)	0.65
Return to provision adjustments		19,000			(12.29	)	(126,800	)	4.68
Expiration of net operating losses		260,000			(167.91	)	—		—
Other		—			—		(118,700	)	4.38

Provision for income taxes		—			—		—		—

Internal Revenue Code Section 382 limits the ability to utilize net operating\nlosses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but\nwe 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\nwith unrecognized tax benefits as additional income taxes in the statement of operations. The Company did not recognize any interest\nor penalties during 2025 related to unrecognized tax benefits.

Tax years ending December 31, 2022 and thereafter remain open to examination\nfor federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.

9. Commitments and Contingencies

The Company conducts its operations in leased\nfacilities under a non-cancelable operating lease expiring on December 31, 2027.

The Company entered into a second amendment\nto the operating lease agreement, effective June 1, 2025, relating to the leased facilities. The second amendment provides\nfor an extension term to December 31, 2027, and for monthly rent payments of, initially, $7,147, escalating annually by 3.5%.

The Company has capitalized the present value of\nthe minimum lease payments commencing June 1, 2025, using an estimated incremental borrowing rate of 6.5%. The minimum lease payments\ndo not include common area annual expenses which are considered to be non-lease components.

As of December 31, 2025 and 2024, the operating\nlease asset amounted to $161,300 and $32,400, respectively, and operating lease liability amounted to $168,900 and $35,200, respectively.

There are no other material operating leases.\nThe Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. The Company’s\nleases do not contain variable lease payments or residual value guarantees.

Total operating lease costs were $83,500\nand $70,500 for the years ended December 31, 2025 and December 31, 2024.

Undiscounted\nfuture minimum lease payments as of December 31, 2025, by year and in aggregate are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule\n of maturities of lease payments
		Operating Leases
Year\n ending December 31
	2026		$	88,700
	2027			91,900
	Total lease payments			180,600
	Less imputed interest			(11,700	)
	Total		$	168,900

F-14

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

The Company entered into an employment agreement with its Chief Operating\nOfficer, which expired in March 2025. Under the agreement, the COO receives a salary as determined by the Company’s Board of Directors,\ncurrently set at $75,000, and is entitled to a commission of 7% of sales generated through her efforts. The agreement provides for automatic\none-year renewal terms following the expiration of the initial term, unless terminated in accordance with its provisions.

The Company entered an employment agreement with its Chief Executive\nOfficer, which expires in September 2026. Under the agreement, the CEO receives a salary set by the Company’s Board of Directors,\ncurrently set at $125,000 per year effective October 1, 2022 plus a performance bonus determined by the Company’s Board of Directors.\nThe CEO voluntarily reduced his salary to $120,000 on December 22, 2024. The employment agreement contains two-year renewal provisions\nthat become effective after the original term.

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

The Company is not currently subject to any material legal proceedings.

10. 401(k) Savings Plan

The Company sponsors a 401(k) savings plan,\ncovering substantially all employees, providing for employee and employer contributions. Employer contributions are made at the discretion\nof the Company. There were no contributions charged to expense during 2025 or 2024.

11. Major Customer and Geographic Information

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

The Company’s\nnon-affiliate customers whose individual balances amounted to more than 10% of the Company’s net accounts receivable, expressed\nas a percentage of net accounts receivable, were:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of non-affiliated customers with accounts receivable
	December 31
	2025			2024
Customer A		—	%		15	%
Customer B		82	%		78	%

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of revenues by geographic region
	Year ended December 31
	2025		2024
North America		590,000		484,800
South America		—		600
Europe		—		—
Asia		822,600		1,546,500
Australia		81,200		85,900
		1,493,800		2,117,800

F-15

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

12. Employee Retention Tax Credit

The CARES Act, signed into law on March 27, 2020 with\nsubsequent amendments, provides for refundable employee retention credit to employers whose operations were suspended due to COVID-19\nor whose revenue significantly decreased. On June 15, 2023, the Company filed a Form 941-X to claim a refundable employee retention credit\nfor the first quarter and third quarter 2021 payroll in the total amount of $84,000. During the year ended December 31, 2024, the Company\nreceived such credit and recorded the credit as other income in the accompanying Statement of Comprehensive Loss.

13. Segment Reporting

The Company operates as a single\n1 reportable segment, as the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer (“CEO”),\nevaluates 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\nbased on operating loss, which aligns with the amount reported in the statement of comprehensive loss. The following table presents a\nreconciliation of segment operating loss to net loss:

Schedule of segment operating loss to net loss
	Years ended December 31
	2025			2024
Revenues
Licenses, royalties and fees	$	605,100			$	511,500
Product and other sales		888,700				1,606,300
Total revenues		1,493,800				2,117,800
Cost of revenues
Licenses, royalties and fees		154,900				218,800
Product and other sales		525,500				798,700
Total cost of revenues		680,400				1,017,500
Gross profit		813,400				1,100,300
Operating expenses
Research and development		179,900				178,200
Sales and marketing		282,600				322,400
General and administrative		952,300				3,900,000
Total operating expenses		1,414,800				4,400,600
Net loss from operations		(601,400	)			(3,300,300	)
Other income (expenses)
Other income		—				84,000
Interest income		470,600				560,700
Interest expense and bank charges		(24,100	)			(23,300	)
Total other income		446,500				621,400
Net loss before income taxes		(154,900	)			(2,678,900	)
Income taxes (benefit)		—				—
Net loss	$	(154,900	)		$	(2,678,900	)

Significant Segment Expenses

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

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

F-16

NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 and 2024

Entity-Wide Disclosures

\n \n \n \n \n

Geographic Revenue Information: For the year ended December 31, 2025 40% of the Company’s net sales were generated in North America and 60% internationally. For the year ended December 31, 2024, 23% of the Company’s net sales were generated in North America and 77% were generated internationally. Refer to Note 11.

\n \n \n \n \n

Major Customers: The Company has two customers that accounted for 75% of revenue and 82% of net accounts receivable for the year ended December 31, 2025 and 88% of revenue and 93% of net accounts receivable for the year ended December 31, 2024. Refer to Note 11.

14. Subsequent Event

On December 31, 2025, the Company entered into\nStock Purchase Agreements (the “Purchase Agreements”), by and between the Company and various institutional investors (the\n“Purchasers”).The Purchase Agreements provided for the private issuance (the “Private Placement”) to the Purchasers\nof an aggregate of 266,666 shares\nof the Company’s common stock (such shares of common stock issued pursuant to the Private Placement, the “Placement Shares”)\nat a purchase price of $1.50 per\nshare. Kevin Westenburg, the Company’s President and a Director, purchased 33,333\nPlacement Shares in connection with the Private Placement. On January 9, 2026, the Private Placement\nclosed and the Company received aggregate gross proceeds of $399,999.\nNo placement fees or commissions were paid in connection with this transaction.

In connection with the Purchase Agreements,\non December 31, 2025, the Company entered into registration rights agreements with certain of the Purchasers, which provides that on or\nprior to January 9, 2027, the Company must file a registration statement to register the Purchaser’s respective Placement Shares.

F-17

NOCOPI TECHNOLOGIES,\nINC. AND SUBSIDIARY

CONDENSED CONSOLIDATED\nSTATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	For the Three Months Ended June 30,			For the Six Months Ended June 30,
	2026			2025			2026		2025

Revenues
Licenses, royalties and fees	$	66,000			$	140,100		$	166,700		$	330,400
Product and other sales		895,012				219,900			1,184,012			508,600
Total revenues		961,012				360,000			1,350,712			839,000

Cost of revenues
Licenses, royalties and fees		47,000				39,100			93,400			82,600
Product and other sales		556,631				129,400			709,331			291,200
Total cost of revenues		603,631				168,500			802,731			373,800

Gross profit		357,381				191,500			547,981			465,200

Operating Expenses:
Research and development		48,300				43,200			104,100			88,200
Sales and marketing expenses		89,092				57,300			163,592			148,300
Professional and consulting fees		417,300				118,300			485,300			222,600
Compensation and related taxes - general and administrative		236,695				65,300			331,095			136,300
Other general and administrative expenses		133,726				79,900			193,126			128,100

Total Operating Expenses		925,113				364,000			1,277,213			723,500

Net Loss from Operations		(567,732	)			(172,500	)		(729,232	)		(258,300	)

Other Income (Expense):
Interest income		102,005				120,000			207,205			237,200
Interest expense and bank charges		(6,200	)			(6,100	)		(12,200	)		(12,000	)

Total Other Income, net		95,805				113,900			195,005			225,200

Loss before provision for income taxes		(471,927	)			(58,600	)		(534,227	)		(33,100	)

Provision for income taxes		—				—			—			—

Net loss	$	(471,927	)		$	(58,600	)	$	(534,227	)	$	(33,100	)

Net loss per common share, basic and diluted	$	(0.04	)		$	(0.01	)	$	(0.05	)	$	(0.00	)
Weighted average common shares outstanding - basic and diluted		11,399,612				10,792,913			11,240,115			10,792,913

See accompanying\nnotes to these unaudited condensed consolidated financial statements.

F-18

NOCOPI TECHNOLOGIES,\nINC. AND SUBSIDIARY

CONDENSED CONSOLIDATED\nBALANCE SHEETS


	June 30,\n 2026			December\n 31, 2025
		(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	10,687,269			$	11,553,600
Accounts receivable less $12,000 allowance for credit losses		1,267,881				936,700
Inventory, net of allowance $373,000 and $114,200, respectively		1,712,186				456,900
Prepaid expenses and other current assets		168,138				144,100

Total Current Assets		13,835,474				13,091,300

OTHER ASSETS:
Property and equipment, net		316,287				10,000
Goodwill		490,000				—
Intangible assets, net		290,492				—
Long-term receivables		504,700				775,000
Operating lease right of use assets		568,901				161,300

Total Assets	$	16,005,854			$	14,037,600

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	430,223			$	30,600
Accrued expenses and other liabilities		197,700				153,300
Stock compensation payable		70,200				26,700
Purchase consideration payable – holdback, current		100,000				—
Stock subscription payable		99,000				—
Operating lease liability – current		249,514				80,200

Total Current Liabilities		1,146,637				290,800

NON-CURRENT LIABILITIES:
Accrued expenses, non-current		35,300				54,300
Purchase consideration payable – holdback, long-term		50,000				—
Operating lease liability – non-current		328,144				88,700
TOTAL NON-CURRENT LIABILITIES		413,444				143,000

Total Liabilities		1,560,081				433,800

Commitments and Contingencies (Note 12)		—

STOCKHOLDERS' EQUITY:

Preferred stock, $1.00 par value, 3,000,000 shares authorized; none issued and outstanding		—				—
Common stock, $0.01 par value,75,000,000 shares authorized, 11,743,364 and 10,835,123 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		117,434				108,300
Additional paid-in capital		27,065,966				25,698,900
Accumulated deficit		(12,737,627	)			(12,203,400	)

Total stockholders' equity		14,445,773				13,603,800

Total Liabilities and Stockholders' Equity	$	16,005,854			$	14,037,600

See accompanying\nnotes to these unaudited condensed consolidated financial statements.

F-19

NOCOPI TECHNOLOGIES,\nINC. AND SUBSIDIARY

CONDENSED CONSOLIDATED\nSTATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,
	2026			2025

OPERATING ACTIVITIES
Net loss	$	(534,227	)		$	(33,100	)
Adjustments to reconcile net income (loss) to net cash provided by (used in ) operating activities
Depreciation		12,580				3,400
Amortization		3,677
Stock based compensation		69,700				47,600
Amortization of operating lease right of use asset		65,582				38,500
Inventory reserve		(27,667	)			1,100
Changes in Assets and Liabilities:
Accounts receivable		93,751				100,500
Inventory		71,108				(23,700	)
Prepaid and other		(732	)			41,900
Long-term receivables		270,300				219,300
Accounts payable		238,700				86,700
Accrued expenses and other liabilities		18,922				7,200
Stock subscription payable		99,000				—
Operating lease liability		(64,425	)			(34,100	)
Accrued expenses, non-current		(19,000	)			—

Net cash provided by operating activities		297,269				455,300

INVESTING ACTIVITIES
Purchase of fixed assets		(13,600	)			—
Acquisition of business		(1,750,000	)			—

Net cash used in investing activities		(1,763,600	)			—

FINANCING ACTIVITIES
Issuance of common stock for cash		600,000				—
Net cash provided by financing activities		600,000				—

Net cash increase (decrease) for period		(866,331	)			455,300

Cash and Cash Equivalents
Cash - beginning of period		11,553,600				10,839,700
Cash - end of period	$	10,687,269			$	11,295,000

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	—			$	—
Income Tax	$	—			$	—

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Operating lease right of use asset and operating lease liability pursuant to ASC 842	$	—			$	204,500
Operating lease right of use asset and operating lease liability due to modification pursuant to ASC 842	$	473,183			$	—
Derecognition of the carrying amounts of the operating right of use asset and operating lease liability associated with the terminated portion pursuant to ASC 842	$	117,458			$	—
Shares issued for acquisition of a company	$	750,000			$	—

Net assets acquired in acquisition of Polymeric:
Accounts receivable, net	$	424,932			$	—
Inventory		1,298,727				—
Prepaid expenses and other current assets		23,306				—
Property and equipment, net		305,267				—
Goodwill		490,000				—
Intangible assets, net		294,170				—
Operating lease right of use assets		117,458				—
Accounts payable		(160,923	)			—
Accrued expenses and other liabilities		(25,479	)			—
Operating lease liability – current and non-current		(117,458	)			—

Net assets acquired	$	2,650,000			$	—

See accompanying\nnotes to these unaudited condensed consolidated financial statements.

F-20

NOCOPI TECHNOLOGIES,\nINC. AND SUBSIDIARY

CONDENSED CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited)


	Common\n stock \n $0.01\n Par Value		Additional Paid-in			Accumulated
	Shares		Amount			Capital		Deficit		Total

Balance at December 31, 2025		10,835,123		$	108,300		$	25,698,900		$	(12,203,400	)	$	13,603,800
Stock-based compensation		—			—			7,500			—			7,500
Issuance of common stock for cash		266,666			2,700			397,300			—			400,000
Net loss		—			—			—			(62,300	)		(62,300	)
Balance at March 31, 2026		11,101,789			111,000			26,103,700			(12,265,700	)		13,949,000
Stock-based compensation		—			—			7,450			—			7,450
Common stock adjustment		205			21			(21	)		—			—
Issuance of common stock for cash		133,334			1,333			198,667			—			200,000
Shares issued for acquisition of a company		500,000			5,000			745,000			—			750,000
Shares issued for services		8,036			80			11,170			—			11,250
Net loss		—			—			—			(471,927	)		(471,927	)
Balance at June 30, 2026		11,743,364		$	117,434		$	27,065,966		$	(12,737,627	)	$	14,445,773


	Common\n stock \n $0.01\n Par Value		Additional Paid-in			Accumulated
	Shares		Amount			Capital		Deficit	Total

Balance at December 31, 2024		10,792,913		$	107,900		$	25,580,400	$	(12,048,500	)	$	13,639,800
Stock-based compensation		—			—			2,000		—			2,000
Net income		—			—			—		25,500			25,500
Balance at March 31, 2025		10,792,913			107,900			25,582,400		(12,023,000	)		13,667,300
Stock-based compensation		—			—			2,100		—			2,100
Net loss		—			—			—		(58,600	)		(58,600	)
Balance at June 30, 2025		10,792,913		$	107,900		$	25,584,500	$	(12,081,600	)	$	13,610,800

See accompanying\nnotes to these unaudited condensed consolidated financial statements.

F-21

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL\nSTATEMENTS

(UNAUDITED)

Note 1. Organization and Nature of Operations

Nocopi Technologies, Inc. (the “Company”)\nis incorporated under the laws of the State of Maryland. The Company’s main business activities are the development and distribution\nof document security products and the licensing of its patented reactive ink technologies for the Entertainment and Toy and the Document\nand Product Authentication markets in the United States and foreign countries.

On May 18, 2026, the Company entered into an Asset\nPurchase Agreement (the “Asset Purchase Agreement”) with Polymeric U.S., Inc. (“Polymeric” or the “Seller”),\na Missouri corporation, and Savara Capital, a Mauritius limited company, and the sole shareholder of the Seller (the “Owner”)\nwhereby the Seller and Owner agreed to sell its Polymeric’s business to a wholly owned subsidiary of the Company, Polymeric Nocopi,\nLLC (“Polymeric Nocopi”) (see Note 8). Pursuant to the Asset Purchase Agreement, the Company acquired (the “Polymeric\nAcquisition”) substantially all the assets of Polymeric for an aggregate purchase consideration of $2,650,000, which consisted of\n(a) $1,900,000 in cash, subject to customary working capital adjustments and other reductions described below, (b) the assumption by the\nCompany of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000 shares of the Company’s common\nstock, par value $0.01 per share (“Common Stock”) to the Seller. On the closing date, the Company delivered to the Seller\n$1,750,000, which represented the cash consideration portion of the Purchase Price, less the holdback amount of $150,000. Polymeric's\nbusiness operations consist primarily of the manufacture and sale of screens and digital inks.

Note 2. Summary of Significant Accounting\nPolicies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated\nfinancial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US\nGAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These statements\ninclude all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which management\nbelieves necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies\ndescribed in Note 2. Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual\nReport on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026 (the\n“2025 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared\nin accordance with US GAAP have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial\nstatements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s\naudited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025. The December 31, 2025 consolidated\nbalance sheet is derived from those statements. The interim operating results for the three and six months ended June 30, 2026 are not\nnecessarily indicative of the operating results expected for the full year ending December 31, 2026.

The Company follows Financial Accounting Standards\nBoard (“FASB”) Accounting Standards Codification (“ASC”) 220 in reporting comprehensive (loss) income. Comprehensive\n(loss) income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically\nhas not been recognized in the calculation of net (loss) income. Since the Company has no items of other comprehensive (loss)\nincome, comprehensive (loss) income is equal to net (loss) income.

Principles of Consolidation

The accompanying unaudited condensed consolidated\nfinancial statements include the accounts of Nocopi Technologies, Inc. and its wholly-owned subsidiary, Polymeric Nocopi. All significant\nintercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

In preparing the unaudited condensed consolidated\nfinancial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities\nas of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly\nfrom those estimates. Significant estimates made by management include, but are not limited to, the allowance for credit losses and inventory\nreserves, the estimates of useful lives for depreciation, valuation of the lease liabilities and related right of use assets, valuation\nof goodwill, fair value of common stock, valuation of stock-based compensation and valuation allowance associated with deferred tax assets.

Reclassifications

Certain prior period amounts have been reclassified\nto conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial\nposition or results of operations and relates to the presentation of professional and consulting expenses and compensation and related\nexpenses – general and administrative, separately on the condensed consolidated statements of comprehensive loss previously included\nin the general and administrative expenses.

Accounts Receivable and Allowances for Credit\nLosses

Accounts receivable are uncollateralized customer\nobligations due under normal trade terms generally requiring payment within 30 days from the invoice date. Customer account balances with\ninvoices dated over 90 days old are considered delinquent. The carrying amount of accounts receivable is reduced by an allowance that\nreflects management’s best estimate of the amounts that will not be collected.

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

F-22

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company has elected to apply the practical\nexpedient provided by ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts\nReceivable and Contract Assets. Under this practical expedient, the Company assumes that current conditions existing as of the balance\nsheet date do not change over the remaining life of current accounts receivable and current contract assets when developing the reasonable\nand supportable forecasts used to estimate expected credit losses. The practical expedient was adopted prospectively, and its adoption\ndid not have a material impact on the Company's condensed consolidated financial statements.

As of June 30, 2026 and December 31, 2025, the\nallowance for credit losses was $12,000 for both periods. During the three and six months ended June 30, 2026 and 2025, the Company recorded\na direct write-off of accounts receivable into provision for credit losses amounting to $0 for all periods.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist\nprimarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments in cash for\ninsurance, rent, and services which are being amortized over the terms of their respective agreements.

Intangible Assets and Goodwill

Intangible assets consist of patents, trademarks,\nand customer lists. These intangible assets were acquired in a stand-alone asset purchase and were initially recognized at cost in connection\nwith the Polymeric Acquisition (see Note 7). The Company's finite-lived intangible assets are amortized on a straight-line basis over\ntheir estimated useful lives of 10 years, which reflect the period over which the assets are expected to contribute directly or indirectly\nto future cash flows. The estimated useful lives, residual values, and amortization methods are reviewed at least annually and adjusted\nprospectively if estimates or expectations change.

Costs incurred to renew or extend the life of existing\nintangible assets are capitalized when the applicable recognition criteria are met, while maintenance and other costs that do not extend\nthe useful life are expensed as incurred.

The Company records goodwill as the excess of the\npurchase price over the fair value of the identifiable net assets acquired in a business combination (see Note 8). Goodwill is not amortized\nbut is evaluated for impairment at least annually and more frequently if events or changes in circumstances indicate that it is more likely\nthan not that the fair value of the reporting unit is less than its carrying amount. The Company may first perform a qualitative assessment\nto determine whether it is necessary to perform a quantitative impairment test. If a quantitative impairment test is performed, any impairment\nloss is recognized for the amount by which the carrying amount of the reporting unit exceeds its fair value, limited to the carrying amount\nof goodwill. Impairment losses recognized for goodwill are not subsequently reversed.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever\nevents or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the\ncarrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and\ntheir ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value\nbased on the present value of estimated future cash flows. There was no impairment as of June 30, 2026 and December 31, 2025.

Revenue Recognition

The Company recognizes revenue in accordance with\nASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers\nin an amount that reflects the consideration to which the Company expects to be entitled. The Company’s revenues are derived from\nroyalties paid by licensees of the Company’s technologies, fees for the provision of technical services to licensees, and from the\ndirect sale of (i) products incorporating the Company’s technologies, such as inks, security paper and pressure-sensitive labels,\nand (ii) equipment used to support the application of the Company’s technologies. Royalties consist of guaranteed minimum royalties\npayable by certain licensees and additional royalties which vary based on the licensee’s sales or production of products incorporating\nthe licensed technology. Service fees and product sales revenues vary directly with the number of units provided.

Fixed-Fee License Agreements

Under certain license agreements, customers are\nrequired to pay guaranteed minimum royalties over the term of the contract. Management has determined that these licenses represent the\nright to use functional intellectual property, as the licensed technology has standalone functionality and does not require ongoing substantive\nactivities affecting its utility. Accordingly, revenue related to guaranteed minimum royalties is recognized at a point in time when the\nlicense is made available to the customer, provided the contract is enforceable and collection is probable.

Because guaranteed minimum payments are received\nover multiple years, future payments are discounted to present value when a significant financing component exists. The related interest\nincome is recognized over the collection period using the effective interest method.

License Agreements – Future Technology

Certain license arrangements provide access to\nfuture or evolving ink technologies. Revenue under these agreements is recognized over time as the Company satisfies its performance obligations\nover the contractual term.

Sales-Based Royalties

In addition to guaranteed minimum royalties, certain\nlicense agreements provide for royalties based on the licensee’s sales or production volumes. Royalties in excess of guaranteed\nminimum amounts are recognized in the period in which the underlying customer sales occur.

F-23

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Product Sales

Revenue from product sales is recognized at a point\nin time when control transfers to the customer, generally upon shipment under FOB shipping point terms.

Significant judgment is required in determining\nthe timing of revenue recognition for license arrangements and in assessing whether a significant financing component exists.

Income Taxes

The Company follows the asset and liability method\nof accounting for income taxes under ASC 740, Income Taxes. Income tax expense is the total of the current-year income tax due\nor refundable and the change in the deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax\namounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates.\nA valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only\nif it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being\npresumed to occur. The amount recognized is the largest amount of the tax benefit that is greater than fifty percent (50%) likely\nof being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.\nManagement is not aware of any issues that could result in significant payments, accruals, or material deviation from its positions.

The Company files U.S. federal and various state\nand local tax returns. No income tax returns are currently under examination. In general, the statute of limitations of the Company’s\nU.S. federal tax returns remains open three years after a tax return is filed. The statutes of limitations on the Company’s\nstate and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has concluded that there are no uncertain\ntax positions that would require recognition in the financial statements. If the Company were to incur an income tax liability in the\nfuture, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be\nreported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at\na later date based upon ongoing analysis or tax laws, regulations and interpretations thereof as well as other factors.

The Company currently has no federal or state tax\nexaminations in progress. As of June 30, 2026, the Company’s tax returns for the tax years 2025, 2024 and 2023 remain subject to\naudit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of June 30, 2026 and\ndoes not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any\nunrecognized tax benefits as a component of the provision for income taxes.

Stock-Based Compensation

Stock-based compensation is accounted for based\non the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial\nstatements of the cost of employee and director services along with non-employee services received in exchange for an award of equity\ninstruments over the period the employee, director or non-employee is required to perform the services in exchange for the award (presumptively,\nthe vesting period). The ASC also requires measurement of the cost of employee, director or non-employee services received in exchange\nfor an award based on the grant-date fair value of the award.

Earnings (Loss) per Share

In accordance with FASB ASC 260, Earnings per Share,\nbasic earnings (loss) per common share is computed using net earnings (loss) divided by the weighted average number of common shares outstanding\nfor the periods presented. Diluted earnings (loss) per share are computed using weighted average number of common shares plus dilutive\ncommon share equivalents outstanding during the period. The potential common shares related to unvested RSUs were excluded from diluted\nEPS because their effect would be antidilutive.

Lease Accounting

The Company follows ASC Topic 842, Leases\n(Topic 842) and applies the package of practical expedients, which permits it not to reassess under the new standard its prior\nconclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply\nASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”)\nrepresents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present\nvalue of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the\nCompany uses an incremental borrowing rate based on the information available at the adoption date in determining the present value\nof future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is\nincluded in other general and administrative expenses. An amendment to a lease is assessed to determine if it represents\na lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the\nmodification. For modified leases, the Company also reassesses the lease classification as of the modification’s effective\ndate.

F-24

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income\nStatement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement\nExpenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on\nan annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim\nperiods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is evaluating\nthe effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

On December 8, 2025, the\nFASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance\nin ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim\nfinancial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements,\ninterim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual\nreporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting\nperiods beginning after December 15, 2027 and early adoption is permitted. The Company is currently evaluating the impact the adoption\nof ASU 2025-11 may have on the Company’s consolidated financial statements and related disclosures.

On December 17, 2025,\nthe FASB issued ASU 2025-12, Codification Improvements. The amendments in this update are to make other incremental improvements to GAAP\nand facilitate codification updates for a broad range of topics arising from technical corrections, unintended application of the codification,\nclarifications, and other minor improvements. The resulting amendments are collectively referred to as “Codification Improvements.”\nASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods\nwithin those annual reporting periods. The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on the Company’s\nconsolidated financial statements and related disclosures.

Note 3. Cash and Cash Equivalents

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of cash and cash equivalents
	June\n 30, 2026		December\n 31, 2025
Cash and cash equivalents
Cash and money market funds	$	10,687,269		$	11,553,600
Cash and cash equivalents	$	10,687,269		$	11,553,600

The Company currently maintains, and may in the\nfuture maintain, assets at certain financial institutions in the United States in amounts that are, and in the future may be, in excess\nof the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. At June 30, 2026 and December 31, 2025,\nthe Company had approximately $10,000,600 and $11,303,600 in excess of the FDIC insured limit, respectively. In the event of a failure\nof any financial institutions where the Company maintains deposits or other assets, the Company may incur a loss to the extent such loss\nexceeds the FDIC insurance limitation, which could have a material adverse effect on liquidity, financial condition and results of operations.\nInterest income earned was approximately $93,000 and $115,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately\n$192,000 and $227,000 for the six months ended June 30, 2026 and 2025, respectively, included in interest income on the condensed consolidated\nstatements of comprehensive loss.

Note 4. Inventories

Inventories consists primarily of ink components\nand is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Cost includes material costs,\nlabor, and overhead. Provisions are made for the estimated effect of obsolete and slow-moving inventories on the basis of historical experience,\ncurrent usage patterns, future demand and marketability of products, inventory levels and turns, and known replacement costs.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of inventories
	June\n 30, \n 2026			December\n 31, \n 2025
Inventories consist of the following
Raw materials	$	1,307,005			$	571,100
Work in process		1,179				—
Finished goods		776,969				—
Inventory gross		2,085,153				571,100
Less: Allowance		(372,967	)			(114,200	)
Inventory	$	1,712,186			$	456,900

The increase in inventory primarily reflects\ninventory acquired in the Polymeric Acquisition – see Note 8.

F-25

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5. Long-term Receivables

As of June 30, 2026 and December 31, 2025, the\nCompany had long-term receivables of $504,700 and $775,000, respectively, from four licensees, respectively, representing the present\nvalue of fixed guaranteed royalty payments that will be payable over varying periods of two through five years that commenced in the second\nhalf of 2022 and terminate in the second quarter of 2028. The fixed guaranteed royalty payments result from amendments to license agreements\nwith three existing licensees and a license agreement with a new licensee. The receivable represents the present value of the fixed minimum\nannual payments due under the license agreements, discounted at the Company's incremental borrowing rate of 6.32% for two licensees\nthat renewed in 2022 and 8.14% for a licensee that renewed in January 2025 and 5.52% for a new licensee in June 2025.

The Company renewed one its license agreements\non January 1, 2026. While the agreement contractually states an effective date of January 1, 2026, the Company’s management determined\nthat the substantive economics of the arrangement do not change until July 1, 2026, which is the accounting effective date of this agreement.\nThe Company’s management believes that the accounting effective date is a more accurate reflection of the business and the economic\nnature of the agreement and more properly aligns the expenses associated with entering into the agreement with the corresponding revenue.

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

\n \n \n \n \n

The\n royalty payment is fixed or determinable

\n \n \n \n \n

Collection\n of the royalty payment is considered probable

\n \n \n \n \n

The\n licensee has the ability to benefit from the licensed technology

The\nCompany determined that the above conditions were met upon execution of the four license agreements. The present value of the fixed guaranteed\ncosts of obtaining the license agreements (sales commissions) was recorded upon renewal of three existing license agreements and a new\nlicense agreement with a new licensee. The sales commissions are amortized on a systematic basis consistent with the pattern of revenue\nrecognition for the underlying these license agreements. The unamortized balance as of June 30, 2026 and December 31, 2025, for accrued\ncommission payable was approximately $75,300 and $96,100, respectively, included on the condensed consolidated balance sheet in accrued\nexpenses and accrued expenses, non-current.

The current portion of the license agreements in\nthe amount of approximately $568,900 and $599,400, is included in accounts receivable on the balance sheets as of June 30, 2026 and December\n31, 2025, respectively.

The following table summarizes the remaining future minimum payments\ndue under the four license agreements as of June 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

The Company has evaluated the collectability of\nthe long-term receivables and concluded that expected credit losses related to the receivables remain immaterial as of June 30, 2026.\nHowever, there can be no assurance that the receivables will not be impaired in the future due to changes in the licensees’ financial\ncondition or other factors.

The long-term receivables are recorded at its present\nvalue as of June 30, 2026, and the receivable and imputed interest will be amortized over the term of the license agreements using the\neffective interest method. The book value approximates the fair value for long-term receivables. The unamortized balance of the long-term\nreceivables as of June 30, 2026 and December 31, 2025 was $504,700 and $775,000, respectively. The unamortized imputed interest balance\nas of June 30, 2026 and December 31, 2025 was $75,300 and $90,200, respectively, which will be recognized as interest income through June\n30, 2028. Interest income derived from long-term receivables was approximately $7,800 and $5,500 for the three months ended June 30, 2026\nand 2025, respectively, and approximately $15,000 and $10,500 for the six months ended June 30, 2026 and 2025, respectively, included\nin the condensed consolidated statements of comprehensive loss.

F-26

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6. Property and Equipment

Property and equipment acquisitions are stated\nat cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed currently, while renewals\nand betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of,\nand the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation\nand amortization is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements\nare amortized over the shorter of the lease term or their respective estimated useful lives.

As of the dates presented, property and equipment\nconsisted of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of property and equipment
	June\n 30, 2026			December\n 31, 2025
Leasehold improvements (approximately 2-year useful life)	$	95,100			$	81,500
Furniture, fixtures and equipment (3 to 7-year useful life)		188,533				179,700
Laboratory and production equipment (5-year useful life)		296,434				—
Less: accumulated depreciation		(263,780	)			(251,200	)
Total	$	316,287			$	10,000

For the three months ended June 30, 2026 and 2025,\ndepreciation expense amounted to $10,180 and $1,700, respectively. For the six months ended June 30, 2026 and 2025, depreciation expense\namounted to $12,580 and $3,400, respectively.

The increase in property and equipment primarily\nreflects property and equipment acquired in the Polymeric Acquisition – see Note 8.

Note 7. Intangible Assets

The carrying basis and accumulated amortization\nof recognized intangible assets at June 30, 2026 are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of accumulated amortization\n
	June\n 30, 2026

Patents	$	75,000
Customer list		69,170
Trademark		150,000
Total		294,170
Less: accumulated amortization		(3,678	)
Total intangible assets, net	$	290,492

The increase in intangible assets primarily reflects intangible\nassets acquired in the Polymeric Acquisition – see Note 8.

Note 8. Business Acquisition

On May 18, 2026, the Company entered into an\nAsset Purchase Agreement with Polymeric U.S., Inc., a Missouri corporation, and Savara Capital, a Mauritius limited company, and the\nsole shareholder of the Seller whereby the Seller and Owner agreed to sell its Polymeric’s business to a Polymeric Nocopi, a\nwholly owned subsidiary of the Company. Pursuant to the Asset Purchase Agreement, the aggregate purchase consideration was $2,650,000,\nwhich consisted of (a) $1,900,000\nin cash, subject to customary working capital adjustments and other reductions described below, (b) the assumption by the Company of\ncertain specified liabilities of the Seller and (c) the issuance by the Company of 500,000\nshares of Common Stock to the Seller. At the closing of the Polymeric Acquisition, the Company delivered to the Seller $1,750,000,\nwhich represented the cash consideration portion of the Purchase Price, less a holdback amount of $150,000.

The holdback amount is being retained by the Company\nwith respect to the post-closing working capital adjustment and the indemnification obligations of the Seller and Owner under the Asset\nPurchase Agreement, and will be released to the Seller, in each case net of any working capital setoff, encumbered amounts and finally\nresolved indemnification claims, as follows: (a) up to $50,000 within five business days following the final determination of the post-closing\nworking capital adjustment, (b) up to $50,000 on the 12-month anniversary of the closing date and (c) the remaining balance, if any, on\nthe 18-month anniversary of the closing date. Accordingly, the Holdback Amount of $150,000 was reflected as Purchase consideration payable\n– holdback, current of $100,000 and long- term of $50,000 on the accompanying condensed consolidated balance sheets.

Management concluded that the assets and business\noperations acquired in the transaction meet the definition of a business under ASC 805 because 1) inputs were acquired 2) substantive\nprocesses were acquired 3) outputs existed before acquisition; and 4) the acquired operations are capable of continuing as an ongoing\nbusiness immediately after acquisition.

Accordingly, the Polymeric Acquisition is accounted\nfor as a business combination under ASC 805 using the acquisition method with the Company as the acquiring entity.

F-27

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Polymeric Acquisition was accounted for under\nthe acquisition method of accounting in accordance with FASB ASC Topic No. 805 Business Combinations, with the Company as the acquiring\nentity. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed be recognized\nat their fair values as of the acquisition date. In addition, the acquisition method of accounting requires that the consideration transferred\nbe measured at current market prices at the date of the acquisition. Accordingly, the assets acquired and liabilities assumed are recorded\nas of the acquisition date at their respective fair values and added to those of the Company. The financial statements and reported results\nof operations of the Company issued after completion of the Polymeric Acquisition will reflect these values. Accordingly, the Company\nrecorded the acquired assets and assumed liabilities at their estimated acquisition-date fair values in accordance with ASC 805 directly\non the financial statements of its wholly owned subsidiary, Polymeric Nocopi.

In accordance with ASC 805-30-30-7, the Company\nmeasured the consideration transferred at its acquisition-date fair value. The equity consideration consisted of 500,000 shares of the\nCompany's Common Stock, which were measured at $1.50 per share based on the quoted market price of the Company's Common Stock on the acquisition\ndate, resulting in a fair value of $750,000.

The estimated fair values of assets acquired and\nliabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair\nvalue of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the\nfair values of assets acquired and liabilities assumed. The Company expects to complete the purchase accounting during the measurement\nperiod as additional information becomes available.

The consideration paid by the Company as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of consideration paid
Cash	$	1,750,000
Purchase consideration – Holdback Amount		150,000
Fair value of the 500,000 shares of the Company’s Common Stock		750,000
Fair value of total consideration transferred	$	2,650,000

The net purchase price paid by the Company was\nallocated to assets acquired and liabilities assumed on the records of the Company as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of assets acquired and liabilities
Current assets acquired (including inventories of $1,298,727 and accounts receivable of $424,932)	$	1,746,965
Property and equipment, net		305,267
Liabilities assumed (including accounts payable of $160,923, operating lease liability of $117,458 and other accrued liabilities of $25,479)		(303,860	)
Total identifiable net assets		1,748,372
Intangible assets (see Note 7)		294,170
Operating lease ROU assets (see Note 12)		117,458
Goodwill		490,000
Total	$	2,650,000

\n \n \n \n \n \n \n


Acquisition related cost (legal fees included in professional and consulting expenses during the six months ended June 30, 2026)		$	170,000

In connection with the Polymeric Acquisition, on May 18, 2026,\nPolymeric Nocopi LLC, entered into a Transition Support Agreement with a member of the former Seller’s board of directors who has\nsignificant knowledge of Polymeric’s business operations. Under the agreement, the consultant agreed to provide transition and support\nservices to assist the Company in becoming familiar with the acquired operations and to facilitate an orderly transition of the acquired\nbusiness. In consideration for these services, the Company paid the consultant $100,000 at closing, with no additional amounts payable\nunder the agreement. The $100,000 payment relates to post-acquisition transition services and was recorded in professional and consulting\nexpenses during the six months ended June 30, 2026.

The goodwill recognized in the acquisition is expected to be deductible\nfor income tax purposes.

The results of operations of Polymeric Nocopi have\nbeen included in the Company's condensed consolidated financial statements since the acquisition date. For the period from May 18, 2026\nthrough June 30, 2026, Polymeric Nocopi contributed approximately $620,000 of revenue and net income of $85,000, which are included in\nthe accompanying condensed consolidated statements of comprehensive loss.

Note 9. Stockholders’ Equity

Advisory Shares – Private Placement

On September 11, 2023, the Company entered into\na stock purchase agreement in connection with a private placement for total gross proceeds of $5.0 million. The agreement provided for\nthe issuance of 1,250,000 shares of common stock at $4.00 per share. The sale closed on September 11, 2023. No placement fees or commissions\nwere paid.

In addition, as consideration for advisory services\nthrough September 11, 2026, the Company agreed to issue 65,790 shares of common stock with a total grant-date fair value of $263,160,\nwhich vest in three equal tranches on September 11, 2024, 2025, and 2026.

The Company recognizes compensation expense for\nadvisory share grants based on grant-date fair value and recognizes expense on a straight-line basis over the service period.

F-28

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the three months ended June 30,\n2026 and 2025, the Company recognized consulting expense of approximately $21,900 related to this stock grant. For the six months\nended June 30, 2026 and 2025, the Company recognized consulting expense of approximately $43,500 and $43,500, respectively, related\nto this stock grant.

On September 11, 2024 and September 11, 2025, the\nCompany issued 21,930 shares of common stock at a fair value of $87,700 upon the vesting of the first and second tranches. As of June\n30, 2026, unrecognized compensation expense related to the advisory shares was approximately $17,500, which will be recognized over the\nremaining service period through September 11, 2026.

Additional Private Placements

On December 31, 2025, the Company entered into\nStock Purchase Agreements (the “Purchase Agreements”), by and between the Company and various institutional investors (the\n“Purchasers”). The Purchase Agreements provided for the private issuance (the “Private Placement”) to the Purchasers\nof an aggregate of 266,666 shares of the Company’s common stock (such shares of common stock issued pursuant to the Private\nPlacement, the “Placement Shares”) at a purchase price of $1.50 per share. On January 9, 2026, the Private Placement\nclosed and the Company received aggregate gross proceeds of $400,000. No placement fees or commissions were paid in connection with this\ntransaction.

Kevin Westenburg, the Company’s President\nand a Director, purchased 33,333 Placement Shares in connection with the Private Placement.

Third Parties purchased an aggregate of 233,333\nPlacement Shares in connection with the Private Placement.

In connection with the Purchase Agreements, on\nDecember 31, 2025, the Company entered into registration rights agreements with certain of the Purchasers, which provides that on or prior\nto January 9, 2027, the Company must file a registration statement to register the Purchaser’s respective Placement Shares.

In addition, in May 2026, the Company sold 133,334\nshares of Common Stock for $200,000 or $1.50 per share to an accredited investor in a transaction exempt from registration under the Securities\nAct of 1933, as amended.

Additionally, in May 2026, the Company received\npartial funding of $99,000 from an an investor related to a private placement which has not fully closed yet as of June 30, 2026. Accordingly,\nthe Company recorded stock subscription payable of $99,000 at June 30, 2026 as reflected in the accompanying condensed consolidated balance\nsheets.

Stock-Based Compensation Expense

2024 Incentive Compensation Plan

On June 17, 2024, the Company’s shareholders\napproved the Nocopi Technologies, Inc. 2024 Incentive Compensation Plan (the “2024 Plan”), which allows the Company to issue\nequity awards to directors, officers, other employees and consultants of the Company. As of June 30, 2026 and 2025, 41,930 and 41,930\nunvested restricted stock units (“RSUs”) are outstanding under the 2024 Plan, respectively. In addition, as of June 30, 2026\nand 2025, 333,945 and 291,735 shares have been issued in settlement of vested RSUs granted under the 2024 Plan, respectively. As of June\n30, 2026 and 2025, the unamortized value related to grants under the 2024 Plan was approximately $32,500 and $109,200, respectively.

On December 29, 2025, executives were granted 40,000\nRSUs, of which 20,000 vested and 17,640 shares were issued immediately at a value of $26,500, net of taxes. The remaining 20,000 vest\non December 29, 2026. The aggregate grant-date fair value was $60,000, of which $30,000 was recognized in 2025. For the three and six\nmonths ended June 30, 2026, the Company recognized stock-based compensation expense of approximately $7,500 and $15,000, respectively,\nrelated to this director and executive grants. The remaining amount of approximately $15,000 will be recognized over the remaining vesting\nperiod through December 2026.

On May 18, 2026, the Company entered into a two-year\nconsulting agreement whereby the consultant shall be compensated with an equity grant for any given year during the service period, which\nshall be determined based on the fair market value per share of common stock as of the grant date for the applicable year during the service\nperiod. Accordingly, the Company agreed to grant a total of 32,143 shares of common stock related to the consultant’s first year\nof service period having a total grant-date fair value of $45,000 or $1.40 per share, which shall vest in equal quarterly installments\nstarting in June 2026. On June 30, 2026, the Company issued the first quarterly installment payment of 8,036 vested shares of common stock\nvalued at $11,250. As of June 30, 2026, the unamortized value related to consulting agreement was 33,750.

During the three months ended June 30, 2026 and\n2025, the Company recognized total stock-based compensation related to all of the above stock awards of approximately $40,600 and $24,000,\nrespectively, and for the six months ended June 30, 2026 and 2025, approximately $69,700 and $47,600, respectively.

As of June 30, 2026, total unrecognized compensation\nexpense related to all nonvested awards was approximately $66,250, which is expected to be recognized over a weighted-average period of\napproximately one year.

Shares issued for Business Acquisition

On May 18, 2026, the Company issued 500,000 shares\nof Common Stock in connection with the Polymeric Acquisition, which was recorded at a fair value amounting to $750,000 or $1.50 per share\nbased on the closing price on the closing date of the Polymeric Acquisition (see Note 8).

F-29

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 10. Income Taxes

There was no income tax expense reflected in the\nresults of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 because the Company carried forward\nnet losses for tax purposes.

As of June 30, 2026 and December 31, 2025, the\nCompany had federal net operating loss carry forwards of $1,382,000 and $804,000 respectively, and state net operating loss carryforwards\nof $2,976,000 and $2,757,000 which may be used to offset future taxable income. The remaining federal NOL's will not expire but will be\nlimited to 80% of taxable income. Pennsylvania NOL's began to expire in 2024, with $964,948 expiring by 2032. The remaining Pennsylvania\nNOL's expire in 20 years and the Florida NOL's will not expire.

The tax effects of temporary differences which\ngive rise to deferred tax assets (liabilities) are summarized as follows (in approximate amounts):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of deferred tax assets liabilities
	June\n 30, 2026			December\n 31, 2025

Deferred tax assets/(liabilities)
Net operating loss carryforward	$	466,100			$	412,600
R&D Credits		84,700				80,300
Stock-based compensation		4,100				—
Operating lease assets		2,300				2,200
Capitalize research & development costs		41,300				53,600
Depreciation & amortization		(5,300	)			2,300
Total deferred tax assets		593,200				551,000
Valuation allowance		(593,200	)			(551,000	)
Net	$	—			$	—

For the six months ended June 30, 2026, the net\nincrease in valuation allowance was $42,000.\t

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

Schedule of reconciliation of the statutory federal rate
	June\n 30, 2026			December\n 31, 2025
	Amount			%		Amount	%
U.S. Federal statutory tax rate		(112,200	)		21.00		(32,500	)	21.00
State and local income tax, net of federal income tax effect
Pennsylvania state modifications		(9,600	)		1.80		(33,200	)	21.40
Pennsylvania income tax		7,400			(1.40	)	(11,800	)	7.63
State valuation adjustment		(73,900	)		13.80		—		—
Pennsylvania net operating loss expiration		8,000			(1.5	)	—		—
Other		68,100			(12.80	)	(2,100	)	1.38
Tax credits		(4,500	)		0.9		(39,000	)	25.20
Changes in valuation allowance		116,200			(21.70	)	(160,400	)	103.59
Nontaxable or nondeductible items
Return to provision adjustments		—			—		19,000		(12.29	)
Expiration of net operating losses		—			—		260,000		(167.91	)
Other		500			(0.1	)	—		—

Provision for income taxes		—			—		—		—

Internal Revenue Code Section 382 may limit the Company’s\nability to utilize net operating loss carryforwards if an ownership change, as defined by the Code, occurs. The Company has not completed\nan analysis to determine whether an ownership change has occurred or whether any resulting limitation would materially affect the utilization\nof its net operating loss carryforwards. If an ownership change has occurred, the amount of net operating loss carryforwards available\nfor future use could be limited.

The Company’s policy is to record interest and penalties associated with unrecognized\ntax benefits as additional income taxes in the condensed consolidated statements of comprehensive loss. The Company did\nnot recognize any interest or penalties during 2026 related to unrecognized tax benefits.\t\t

Tax years 2023 through 2025 remain open to examination\nfor federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.\t

F-30

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 11. Major Customer and Geographic Information

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of revenues as percentage
	Three\n Months ended June\n 30,			Six\n Months ended June\n 30,
	2026			2025		2026	2025
Customer A		21	%		58	%	35	%	54	%
Customer B		—			24	%	—		17	%
Customer C		—			—		—		12	%

The Company’s non-affiliate customers whose\nindividual balances amounted to more than 10% of the Company’s net accounts receivable, expressed as a percentage of net accounts\nreceivable, were:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of non-affiliated customers with accounts receivable
	June\n 30, \n 2026			December\n 31, \n 2025
Customer A		11	%		0	%
Customer B		56	%		82	%

The Company performs ongoing credit evaluations\nof its customers and generally does not require collateral. The Company also maintains allowances for potential credit losses. The loss\nof a major customer could have a material adverse effect on the Company’s business operations and financial condition.

The Company’s revenues by geographic region\nare as follows (in approximate amounts):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of revenues by geographic region
	Three\n Months ended June\n 30,		Six\n Months ended June\n 30,
	2026		2025			2026		2025
North America	$	676,000		$	136,600		$	759,000	$	321,700
South America		—			—			900		—
Asia		262,600			210,200			546,600		482,400
Australia		22,400			13,200			44,200		34,900
	$	961,000		$	360,000		$	1,350,700	$	839,000

Note 12. Commitments and Contingencies

Legal Matters

From time to time the Company may be involved\nin claims and legal actions that arise in the ordinary course of business. To the Company’s knowledge, there are no material pending\nlegal proceedings to which the Company is a party or of which any of the Company’s property is the subject.

Leases

The Company conducts its operations in leased facilities\nlocated in King of Prussia, PA under a non-cancelable operating lease expiring on December 31, 2027. The Company entered into a second\namendment to the operating lease agreement, effective June 1, 2025, relating to the leased facilities. The second amendment provides for\nan extension term to December 31, 2027, and for monthly rent payments of, initially, $7,147, escalating annually by 3.5%. The Company\nhas capitalized the present value of the minimum lease payments commencing June 1, 2025, using an estimated incremental borrowing rate\nof 6.5%. The minimum lease payments do not include common area annual expenses which are considered to be non-lease components.

On May 18, 2026, the Company, through its\nwholly owned subsidiary, Polymeric Nocopi, assumed a two-year\n2 lease agreement executed in year 2024 to conduct its operations in leased facilities located in North Kansas City, MO. The Company\nassumed balances of the ROU assets and lease liabilities of $117,458\nthrough the Polymeric Acquisition (see Note 8) based on an weighted average incremental borrowing rate of approximately 4%.

Simultaneously, on May 18, 2026, the\nCompany, through its wholly owned subsidiary, Polymeric Nocopi, entered into an amendment agreement due to the Polymeric Acquisition\n(see Note 8) and extended the lease term of the above lease agreement for an additional two-year\n2 period which will expire on December\n31, 2028. The May 2026 amendment qualifies as a partial termination because it alters the contractual terms and does not\ncreate a separate lease since no new right of use was granted and lease payments did not increase to reflect a new right. This\nrepresents a partial termination of the existing lease as defined in ASC 842-10-25-13.

F-31

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Accordingly, the Company recalculated the lease\nliability for the shortened term (from May 2023 to December 2028) using the incremental borrowing rate as of May 18, 2026 of 6.5%, derecognized\nthe carrying amounts of the ROU asset and lease liability of $117,458 associated with the terminated portion and recognized a new ROU\nasset and lease liability for the amended term of $473,183.

As of June 30, 2026 and December 31, 2025, the\noperating lease ROU asset amounted to approximately $568,900 and $161,300, respectively. As of June 30, 2026 and December 31, 2025, total\noperating lease liability amounted approximately $577,700 and $168,900, respectively, consisting of current portion of approximately $249,500\nand $80,200, respectively, and non-current portion of approximately $328,200 and $88,700, respectively.

Total operating lease costs were $46,500 and $20,400\nfor the three months ended June 30, 2026 and 2025, respectively, and approximately $68,100 and $40,000 for the six months ended June 30,\n2026 and 2025, respectively.

Undiscounted future minimum lease payments as of\nJune 30, 2026, by year and in aggregate are approximately as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of maturities of lease payments
	Year\n ending December 31		Operating\n Leases
	2026	$	134,600
	2027		290,400
	2028		198,600
	Total\n lease payments		623,600
	Less\n imputed interest		(45,900	)
	Total	$	577,700

Note 13. Segment Reporting

The Company uses “the management\napproach” in determining reportable operating segments. Operating segments are defined as components of an entity where\ndiscrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). The management\napproach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and\nassessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is the chief\nexecutive officer of the Company, who reviews operating results to make decisions about operating decisions, allocating resources\nand assessing performance for the entire Company. The CODM reviews and utilizes consolidated financial information, including\nrevenue, gross profit, operating income (loss) and net income (loss) as reported on the condensed consolidated statements of\ncomprehensive loss, to assess performance and allocate resources to support strategic priorities. Consolidated net income (loss) is\nour segment's primary measure of profit or loss. The measure of segment assets is reported on the consolidated balance\nsheets as total consolidated assets. The single segment constitutes all the consolidated entities, and the accompanying consolidated\nfinancial statements and the notes to the accompanying consolidated financial statements are representative of such amounts. For the\nthree and six months ended June 30, 2026 and 2025, the Company operates in one\n1 operating segment.

The table below provides\ninformation about the Company’s revenue, significant segment expenses and other segment expenses for the following periods.

Schedule of segment expenses
	Three Months ended June 30,
	2026			2025
Revenues
Licenses, royalties and fees	$	66,000			$	140,100
Product and other sales		895,012				219,900
Total revenues		961,012				360,000
Cost of revenues
Licenses, royalties and fees		47,000				39,100
Product and other sales		556,631				129,400
Total cost of revenues		603,631				168,500
Gross profit		357,381				191,500
Less Segment expenses
Research and development		48,300				43,200
Sales and marketing		89,092				57,300
Professional and consulting expenses		417,300				118,300
Compensation and related taxes - general and administrative		236,695				65,300
Other general and administrative		133,726				79,900
Total operating expenses		925,113				364,000
Net loss from operations		(567,732	)			(172,500	)
Other income (expenses)
Interest income		102,005				120,000
Interest expense and bank charges		(6,200	)			(6,100	)
Total other income		95,805				113,900
Segment Net loss	$	(471,927	)		$	(58,600	)

F-32

NOCOPI TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	Six Months ended June 30,
	2026			2025
Revenues
Licenses, royalties and fees	$	166,700			$	330,400
Product and other sales		1,184,012				508,600
Total revenues		1,350,712				839,000
Cost of revenues
Licenses, royalties and fees		93,400				82,600
Product and other sales		709,331				291,200
Total cost of revenues		802,731				373,800
Gross profit		547,981				465,200
Less Segment expenses
Research and development		104,100				88,200
Sales and marketing		163,592				148,300
Professional and consulting expenses		485,300				222,600
Compensation and related taxes - general and administrative		331,095				136,300
Other general and administrative		193,126				128,100
Total operating expenses		1,277,213				723,500
Net loss from operations		(729,232	)			(258,300	)
Other income (expenses)
Interest income		207,205				237,200
Interest expense and bank charges		(12,200	)			(12,000	)
Total other income		195,005				225,200
Segment Net loss	$	(534,227	)		$	(33,100	)

\n \n \n \n \n \n \n \n \n \n \n \n \n


		June\n 30, 2026		December\n 31, 2025
Segment\n Assets	$	16,005,854	$	14,037,600

Significant Segment Expenses

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

\n \n \n \n \n

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

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

Entity-Wide\nDisclosures

Geographic\n Revenue Information: For the three months ended June 30, 2026, approximately 70% of the Company’s\n net sales were generated in North America and 30% internationally. For the six months ended\n June 30, 2026, approximately 56% of the Company’s net sales were generated in North\n America and 44% internationally. For both the three and six months ended June 30, 2025, 38%\n of the Company’s net sales were generated in North America and 62% internationally.\n Refer to Note 11.

\n \n \n \n \n

Major\n Customers: The Company had one customer that accounted for 21% and 35% of revenue for the three and six months ended June 30, 2026,\n respectively, and two customers that accounted for 67% of net accounts receivable as of June 30, 2026. In addition, the Company had\n two and three customers that accounted for 82% and 83% of revenue for the three and six months ended June 30, 2025, respectively;\n and one customer that accounted for 82% of net accounts receivable as of December 31, 2025. Refer to Note 11.

F-33

Independent\nAuditors’ Report

The Board of Directors Polymeric\nU.S., Inc.

North Kansas City, Missouri

Opinion

We have audited\nthe accompanying financial statements of Polymeric U.S., Inc., which comprise the balance sheets\nas of December 31, 2025 and 2024, and the related\nstatements of operations, stockholders’ equity (deficit),\nand cash flows for the years\nthen ended, and the related notes to the\nfinancial statements.

In our opinion,\nthe financial statements referred to above present\nfairly, in all material respects, the financial\nposition of Polymeric U.S., Inc. as of December 31, 2025 and 2024,\nand the results of its operations and its cash flows\nfor the years then ended in accordance\nwith accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted\nour audit in accordance with auditing\nstandards generally accepted in the United States of America. Our responsibilities\nunder those standards are further described\nin the Auditors’ Responsibilities\nfor the Audit of the Financial Statements section of\nour report. We are required to be independent\nof Polymeric U.S., Inc. and to meet our other ethical responsibilities\nin accordance with the relevant ethical requirements\nrelating to our audit. We believe that the audit\nevidence we have obtained is sufficient and appropriate to provide a basis\nfor our audit opinion.

Emphasis\nof Matter – Sale Transaction

As discussed in Note 15 to\nthe financial statements, Polymeric U.S., Inc.\nentered into a sale transaction with Nocopi Technologies,\nInc. on May 18, 2026. Our opinion is not modified with respect\nto this matter.

Responsibilities\nof Management for the Financial Statements

Management is\nresponsible for the preparation and fair\npresentation of these financial statements in accordance with accounting\nprinciples generally accepted in the United States of\nAmerica, and for the design, implementation, and maintenance\nof internal control relevant to the preparation and fair presentation\nof financial statements that are free from material misstatement, whether due to fraud\nor error.

In preparing\nthe financial statements, management is required to\nevaluate whether there are conditions or events, considered\nin the aggregate, that raise substantial doubt about Polymeric U.S., Inc.’s ability\nto continue as a going concern within one year\nafter the date that the financial statements are available\nto be issued.

F-34

Independent\nAuditors’ Report

Auditors’\nResponsibilities for the Audit of the Financial\nStatements

Our objectives\nare to obtain reasonable assurance about whether the financial\nstatements as a whole are free from material misstatement,\nwhether due to fraud or error, and to issue\nan auditors’ report that includes our opinion. Reasonable assurance is a high\nlevel of assurance but is not absolute assurance\nand therefore is not a guarantee that an audit\nconducted in accordance with generally accepted\nauditing standards will always detect a material\nmisstatement when it exists. The risk of not detecting a material\nmisstatement resulting from fraud is higher than for one resulting\nfrom error, as fraud may involve\ncollusion, forgery, intentional omissions, misrepresentations, or the override\nof internal control. Misstatements are considered material if there is a substantial\nlikelihood that, individually or in the aggregate, they would\ninfluence the judgment made by a reasonable\nuser based on the financial statements.

In performing\nan audit in accordance with generally accepted auditing standards, we:

Exercise professional judgment and\nmaintain professional skepticism throughout the audit.

Identify and\nassess the risks of material misstatement of the financial\nstatements, whether due to fraud or error, and design and perform audit procedures\nresponsive to those risks. Such procedures include\nexamining, on a test basis, evidence regarding the amounts,\nand disclosures in the financial statements.

Obtain an\nunderstanding of internal control relevant to the audit\nin order to design audit procedures that are appropriate\nin the circumstances, but not for the\npurpose of expressing an opinion\non the effectiveness of Polymeric U.S., Inc.’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness\nof accounting policies used and the reasonableness\nof significant accounting estimates made by management,\nas well as evaluate the overall presentation of\nthe financial statements.

Conclude whether,\nin our judgment, there are conditions\nor events, considered in the aggregate, that\nraise substantial doubt about Polymeric U.S., Inc.’s ability to continue\nas a going concern for a reasonable period of\ntime.

We are required\nto communicate with those charged with governance\nregarding, among other matters, the planned\nscope and timing of the audit,\nsignificant audit findings, and certain internal control-related matters that we\nidentified during the audit.

/s/ Aprio, LLP

Overland Park,\nKansas

July 30, 2026

F-35

POLYMERIC U.S., INC.

Balance Sheets

December 31,

	2025		2024
Assets

Current assets:
Cash and cash equivalents	$	686,006		$	281,831
Accounts receivable, net of allowance for credit losses		374,476			645,447
Other receivables		124,442			211,169
Inventories, net of allowance for obsolescence		1,553,079			1,748,136
Refundable income taxes		29,086			9,162

Total current assets		2,767,089			2,895,745

Property and equipment, at cost:
Leasehold improvements		58,012			58,012
Machinery and equipment		804,133			802,094
Furniture and fixtures		16,598			11,354
		878,743			871,460
Less accumulated depreciation and amortization		802,557			703,997

Net property and equipment		76,186			167,463

Other assets:
Operating lease right-of-use assets, net of amortization		184,628			204,761
Intangible assets, net of amortization		159,864			324,668

Total other assets		344,492			529,429

Total assets	$	3,187,767		$	3,592,637

The accompanying notes are an integral part\nof these financial statements

F-36

POLYMERIC U.S., INC.

Balance Sheets

December 31,

	2025			2024
Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Current maturities of long-term debt	$	30,355			$	27,900
Current maturities of notes payable to affiliate		—				126,012
Current maturities of long-term operating lease liabilities		181,557				198,510
Contingent consideration payable		7,106				—
Accounts payable		104,906				209,747
Accounts payable - affiliate		—				25,000
Accrued expenses		22,282				10,269

Total current liabilities		346,206				597,438

Long-term liabilities:
Notes payable to affiliate, less current maturities		—				4,506,042
Accounts payable - affiliate, long-term		—				104,023
Contingent consideration payable, less current portion		—				30,000
Long-term debt, less current maturities		33,025				63,380
Long-term operating lease liabilities, less current maturities		3,071				7,018
Total long-term liabilities		36,096				4,710,463

Total liabilities		382,302				5,307,901

Stockholders' equity (deficit):
Common stock, $.01 par value; 30,000 shares authorized; 1,200 and 1,031 shares issued and outstanding as of December 31, 2025 and 2024, respectively		12				10
Additional paid-in capital		5,701,841				750,000
Retained deficit		(2,896,388	)			(2,465,274	)

Total stockholders' equity (deficit)		2,805,465				(1,715,264	)

Total liabilities and stockholders' equity (deficit)	$	3,187,767			$	3,592,637

The accompanying notes are an integral part\nof these financial statements

F-37

POLYMERIC U.S., INC.

Statements of Operations

Years Ended December 31,

	2025			2024

Sales, net	$	5,323,161			$	5,868,162
Cost of goods sold		3,716,816				3,713,517
Gross profit		1,606,345				2,154,645

Operating expenses:
Selling		194,516				182,842
General and administrative		1,584,185				1,525,179
Total operating expenses		1,778,701				1,708,021

Operating (loss) income		(172,356	)			446,624

Other income (expense):
Miscellaneous income		1,797				9,521
Gain on sale of assets		—				6,820
Interest income		11,292				—
Interest expense		(258,368	)			(434,553	)
Total other expense		(245,279	)			(418,212	)

(Loss) income before provision for income taxes		(417,635	)			28,412

Provision for income taxes		(13,479	)			(21,972	)

Net (loss) income	$	(431,114	)		$	6,440

The accompanying notes are an integral part\nof these financial statements

F-38

POLYMERIC U.S., INC.

Statements of Stockholders’ Equity\n(Deficit)

Years Ended December 31, 2025 and 2024

				Additional					Total Stockholders'
	Common			Paid-in			Retained		(Deficit)
	Stock			Capital			Deficit		Equity

Balance at January 1, 2024	$	10			$	750,000		$	(2,471,714	)	$	(1,721,704	)

Net income		—				—			6,440			6,440

Balance at December 31, 2024		10				750,000			(2,465,274	)		(1,715,264	)

Cancellation of common stock (1,031 shares of $0.01 par value per share)		(10	)			—			—			(10	)

Issuance of common stock (1,200 shares of $0.01 par value per share)		12				—			—			12

Conversion of stockholder loans and accounts payable to additional paid-in capital		—				4,951,841			—			4,951,841

Net loss		—				—			(431,114	)		(431,114	)

Balance at December 31, 2025	$	12			$	5,701,841		$	(2,896,388	)	$	2,805,465

The accompanying notes are an integral part\nof these financial statements

F-39

POLYMERIC U.S., INC.

Statements of Cash Flows

Years Ended December 31,

	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(431,114	)		$	6,440
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		124,399				148,457
Noncash operating lease expense		196,708				228,358
Affiliate interest added to loan principal		251,414				387,454
Abandonment of patents		138,964				—
Credit loss expense		10,056				3,292
Provision for inventory obsolescence		435,601				36,418
Gain on sale of assets		—				(6,820	)
Changes in assets and liabilities:
Receivables		347,642				(51,337	)
Inventories		(240,544	)			(391,086	)
Prepaid expenses		—				4,758
Refundable income taxes		(19,924	)			(9,162	)
Accounts payable		(133,383	)			(17,836	)
Accrued expenses		(17,987	)			(91,663	)
Operating lease liabilities		(197,475	)			(229,877	)
Income tax payable		—				(3,472	)

Net cash provided by operating activities		464,357				13,924

Cash flows from investing activities:
Proceeds from sale of assets		—				85,457
Cash paid for acquisition of business		—				(95,390	)
Purchase of property and equipment		(7,282	)			(66,572	)

Net cash used in investing activities		(7,282	)			(76,505	)

Cash flows from financing activities:
Payments on notes payable		(27,900	)			—
Payments on notes payable to affiliate		(25,000	)			(312,901	)

Net cash used in financing activities		(52,900	)			(312,901	)

Net increase (decrease) in cash and cash equivalents		404,175				(375,482	)

Cash and cash equivalents at beginning of year		281,831				657,313

Cash and cash equivalents at end of year	$	686,006			$	281,831

Supplemental cash flow information:
Cash paid for interest	$	6,954			$	47,099
Cash paid for income taxes	$	33,407			$	34,606

Noncash investing and financing activities:

Cancellation of 1,031 shares of common stock (par value $0.01 per share)	$	(10	)		$	—
Issuance of 1,200 shares of common stock (par value $0.01 per share)	$	12			$	—
Conversion of stockholder loans and affiliate accounts payable to additional paid-in capital	$	4,951,841			$	—
Affiliate interest added to loan principal	$	251,414			$	387,454
Purchase of property and equipment with debt	$	—			$	91,280
Acquisition of business with payables	$	—			$	55,000

The accompanying notes are an integral part\nof these financial statements

F-40

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Summary of Significant Accounting Policies

Nature of Operations

Polymeric U.S., Inc. (the Company) earns revenues\npredominately from manufacturing of screen and digital inks.

The industry in which the Company operates is highly\ncompetitive and characterized by rapid technological changes, evolving customer demands, and frequent new product introductions. The Company\nfaces intense competition from established companies, as well as new market entrants, some of which may have greater financial, technical,\nand marketing resources. Such competition could result in pricing pressures, reduced profit margins, loss of market share, and increased\noperating expenses, all of which could materially adversely affect the Company’s financial condition and results of operations.

Basis of Accounting

These financial statements have been prepared on the\naccrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Cash and Cash Equivalents

The Company considers all liquid investments with\noriginal maturities of three months or less to be cash equivalents.

Receivables and Allowances for Credit Losses

Accounts receivable and other receivables are stated\nat the amount management expects to collect from balances outstanding. The Company reviews the collectability of accounts receivable by\nrisk type and determines the need for an allowance based upon an analysis of outstanding receivables, historical collection information,\nexisting economic conditions, as well as reasonable and supportable forecasts.

Accounts receivable are ordinarily due 30 days after\nthe issuance of the invoice. Accounts past due more than 30 days are generally considered delinquent. Delinquent receivables are written\noff based on individual credit evaluation and specific circumstances of the customer.

The Company writes off receivables when there is information\nthat indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made\nfrom any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery,\nin accordance with the entity’s accounting policy election.

The Company has elected to apply the practical expedient\nin accordance with ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts\nReceivable and Contract Assets for Private Companies and Certain Not-for-Profit Entities, and assumes that the current conditions\nas of the balance sheet date do not change over the remaining life of the asset. The election of this practical expedient was applied\nprospectively for the year ended December 31, 2025 and did not have a material impact on the Company’s financial statements.

F-41

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Summary of Significant Accounting Policies (continued)

Receivables and Allowances for Credit Losses\n(continued)

The activity in the allowance for credit losses was\nas follows for the years ended December 31, 2025\nand 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024

Beginning balance	$	—			$	—
Credit loss expense		10,056				3,292
Recoveries		5,000				—
Write-offs		(6,056	)			(3,292	)
Ending balance	$	9,000			$	—

Inventories

Inventories consist of screen and digital inks and\nare stated at the lower of average cost (which approximates the first-in, first-out (FIFO) method) and net realizable value. Cost includes\nmaterial costs, labor, and overhead. Provisions are made for the estimated effect of obsolete and slow-moving inventories on the basis\nof historical experience, current usage patterns, future demand and marketability of products, inventory levels and turns, and known replacement\ncosts.

Property and Equipment

Property and equipment acquisitions are stated at\ncost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed currently, while renewals and\nbetterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and\nthe related allowance for depreciation are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation and\namortization is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are\namortized over the shorter of the lease term or their respective estimated useful lives. The estimated useful lives for all property and\nequipment is 5 – 7 years.

Depreciation and amortization expense of property\nand equipment was $98,559 and $106,124 for the years ended December 31, 2025 and 2024, respectively.

Intangible Assets

Intangible assets consist of patents, trademarks,\nand goodwill. The patents and trademarks were acquired in a stand-alone asset purchase and were initially recognized at cost. These assets\nhave finite useful lives and are amortized on a straight-line basis over their estimated useful lives, which reflect the period over which\nthe assets are expected to contribute directly or indirectly to future cash flows. The estimated useful lives and amortization methods\nare reviewed at least annually and adjusted prospectively if expectations change. The Company determined that they were no longer using\ncertain patents during the year ended December 31, 2025. See Note 5 for additional information related to this abandonment. No other asset\nimpairment was recognized for the years ended December 31, 2025 and 2024.

F-42

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Summary of Significant Accounting Policies\n(continued)

Intangible Assets (continued)

The Company records as goodwill the excess of the\npurchase price over the fair value of the identifiable net assets acquired in a business combination. The Company has elected the private\ncompany alternative whereas the Company amortizes goodwill on a straight-line basis over a period of ten years or less. Goodwill is evaluated\nfor impairment only when events or changes in circumstances indicate that the fair value of the Company may be less than its carrying\namount. Also, the Company has elected the alternative for certain identifiable assets acquired in a business combination. Under this alternative,\nthe Company does not recognize customer-related intangible assets and noncompetition agreements separately from goodwill. Instead, these\nassets are included in goodwill. This accounting policy is applied prospectively to qualifying transactions occurring after the date of\nthe election.

As part of a business acquisition, $80,000 was capitalized\nto goodwill during the year ended December 31, 2024. See Note 12 for additional information regarding the acquisition. Amortization expense\non intangible assets was $25,840 and $42,333 for the years ended December 31, 2025 and 2024, respectively.

Long-Lived Asset Impairment

The Company evaluates the recoverability of the carrying\nvalue of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset\nis tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition\nof the asset are less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized\nas the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Income Taxes

The Company files an income tax return in the United\nStates federal jurisdiction and various state jurisdictions. The Company is generally no longer subject to income tax examinations by\ntaxing authorities for tax years before 2022. There are currently no income tax examinations of the Company’s income tax returns\nin progress.

The Company is organized under subchapter C of the\nInternal Revenue Code. The Company computes its income tax expense for financial statement reporting purposes by applying the statutory\nrates to its taxable income.

Deferred income taxes are provided for temporary differences\nbetween the income tax basis and financial statement basis of assets and liabilities. These differences arise principally from the use\nof accelerated depreciation for income tax purposes, the expected future income tax benefits of net operating loss (NOL) carryforwards,\nand the recognition of certain income and expenses in different reporting periods for financial statement and income tax purposes.

The Company reviews uncertain tax positions annually\nand records a liability when, based on available evidence, management determines it is more likely than not that a position would not\nbe sustained upon examination.

F-43

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Summary of Significant Accounting Policies\n(continued)

Use of Estimates

In preparing financial statements in conformity with\nU.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure\nof contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during\nthe reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when control of the\npromised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration that it expects\nto be entitled to in exchange for those goods or services. The amount and timing of revenue recognition varies based on the nature of\nthe goods or services provided and the terms and conditions of the customer contract. See Note 3 for additional information about the\nCompany’s revenue.

Cost of Goods Sold

Cost of goods sold consists primarily of direct product\ncosts (net of vendor rebates and discounts), direct labor costs, inbound and outbound freight charges, and overhead costs, and is recorded\nin the same period in which the related revenues are recorded.

Shipping and Handling Costs

Shipping and handling costs of $214,741 and\n$215,305 for the years ended December 31, 2025 and 2024, respectively, are included in\ncost of goods sold in the accompanying statement of operations.

Advertising Expenses

The costs of advertising and product promotion are\nexpensed as incurred. The Company incurred $1,371 and $2,280 in advertising costs during the\nyears ended December 31, 2025 and 2024, respectively.

Taxes Collected from Customers and Remitted to\nGovernmental Authorities

Taxes collected from customers and remitted to governmental\nauthorities are presented in the accompanying statement of operations on a net basis.

Concentration of Credit Risk Arising from Cash\nDeposits in Excess of Insured Limits

The Company maintained cash balances at a commercial\nbank and these balances can exceed the Federal Deposit Insurance Corporation (FDIC) insured deposit limit of $250,000 per financial institution.\nAt December 31, 2025 and 2024, the Company’s balance held at the commercial bank exceeded the FDIC limit by approximately $436,000\nand $66,000, respectively. The Company has not experienced any losses in cash accounts and believes it is not exposed to any significant\ncredit risk on cash balances.

F-44

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Revenue

Revenue is measured as the amount of consideration\nthe Company expects to receive in exchange for transferring distinct goods or providing services to customers. The Company’s revenue\nconsists substantially of product sales and is reported net of prompt pay discounts offered to customers. The Company recognizes revenue\nwhen performance obligations under the terms of contracts with its customers are satisfied, which occurs when control passes to a customer\nto enable them to direct the use of and obtain benefit from a product. This typically occurs when a customer obtains legal title, obtains\nthe risks and rewards of ownership, has received the goods according to the contractual shipping terms either at the shipping point or\ndestination and is obligated to pay for the product. Customary terms require payment within 30 days, and for certain customers, deposits\nmay be required in advance of shipment.

Warranty costs, refunds, and discounts are not significant.

All of the Company’s revenues from contracts\nwith customers for the years ended December 31, 2025 and 2024 are recognized at a point in time.

The Company has determined that the nature, amount,\ntiming, and uncertainty of revenue and cash flows are affected by the following factors:

Payers that have different reimbursement and payment methodologies.

Geography of the customer location.

The following table provides information about the\nCompany’s receivables from contracts with customers:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024

Accounts receivable, net of allowance, beginning of year	$	645,447		$	556,912
Accounts receivable, net of allowance, end of year	$	374,476		$	645,447

For shipping and handling activities, the Company\nis applying an accounting policy election which allows an entity to account for shipping and handling activities as fulfillment activities\nrather than a promised good or service when the activities are performed, even if those activities are performed after the control of\nthe good has been transferred to the customer. Therefore, the Company expenses shipping and handling costs at the time revenue is recognized.\nThe Company classifies shipping and handling expenses in cost of goods sold in the statements of operations.

Inventories

Inventories are comprised of the following at December 31, 2025\nand 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024

Raw materials	$	806,962		$	992,559
Work in progress		2,986			—
Finished units		1,049,707			886,338
		1,859,655			1,878,897
Less: reserve for obsolescence		306,576			130,761

	$	1,553,079		$	1,748,136

F-45

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Inventories (continued)

During the year ended December 31, 2025, the Company\nrecorded an additional inventory reserve of $350,000 related to direct-to-garment inventory items, due to anticipated lower future demand\nfor the direct-to-garment inks. Management believes this adequately reduces the carrying amount of the inventory to its estimated net\nrealizable value.

Intangible Assets

The carrying basis and accumulated amortization of recognized intangible\nassets at December 31, 2025 and 2024 are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024
	Gross					Gross
	Carrying		Accumulated			Carrying		Accumulated
	Amount		Amortization			Amount		Amortization
Amortized intangible assets
Patents	$	78,391		$	(39,195	)	$	310,000	$	(124,000	)
Goodwill		80,000			(9,333	)		80,000		(1,333	)
Brand name		100,001			(50,000	)		100,001		(40,000	)

	$	258,392		$	(98,528	)	$	490,001	$	(165,333	)

Amortization expense for the years ended December\n31, 2025 and 2024 was $25,840 and $42,333, respectively. Estimated amortization expense for each of the following five years is:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

2026	$	25,839
2027		25,839
2028		25,839
2029		25,839
2030		25,839

During the year ended December 31, 2025, as a result\nof changes in manufacturing processes and customer demand, the Company determined certain patents related to ink manufacturing processes\nno longer provided any economic benefit and accordingly, recognized an abandonment loss of $138,964, which was the remaining carrying\namount upon abandonment. The abandonment loss is included in general and administrative expenses in the accompanying 2025 statement of\noperations.

Long-Term Debt

Long-term debt consists of the following as of December 31, 2025\nand 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024

Note payable to Leaf Capital, secured by equipment; 8.46% interest; 36 monthly installments of $2,880. Matures December 2027.	$	63,380		$	91,280

Less: current maturities		30,355			27,900

Long-term debt	$	33,025		$	63,380

F-46

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Long-Term Debt\n(continued)

Remaining maturities are $30,355 in 2026, and $33,025\nin 2027, after which none remain.

Long-term debt with affiliates consisted of the following as of December\n31, 2025 and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025		2024

Note payable to affiliate, unsecured. Interest at 9.00%. Interest is added to principal balance monthly. No stated due date or payment terms.	$	—		$	4,131,236

Note payable to affiliate, unsecured. Interest at 9.00%. Interest is added to principal balance monthly. No stated due date or payment terms.		—			374,806

Note payable to affiliate, unsecured. Interest at 18.00%. Interest is added to principal balance monthly. No stated due date or payment terms.		—			126,012

Total debt with affiliate		—			4,632,054

Less: current maturities		—			126,012

Long-term debt with affiliate	$	—		$	4,506,042

In 2023, the Company’s parent prepared to enter\nliquidation to flatten the corporate structure. As part of that decision, on March 31, 2023, the Company’s then parent transferred\nthese notes to its own parent company (the Company’s ultimate parent at that time), with no change in terms. During 2025, the affiliate\nholding the notes converted the entire balance to equity, leaving no affiliate debt outstanding at December 31, 2025. Interest expense\non these notes of $251,414 and $387,454 for the years ended December 31, 2025 and 2024, respectively, was added to the principal balance.\nSee Note 7 for additional information on this conversion.

Related Party Debt-to-Equity Conversion and Recapitalization

Effective July 31, 2025, the Company completed a recapitalization\ntransaction in which all outstanding stockholder debt and payables owed to Spear Africa Holdings Limited (Spear), the Company’s\nmajority stockholder through that date, totaling $4,951,841 were converted into equity.

In connection with the recapitalization, all 1,031\npreviously outstanding shares of the Company’s common stock, including the 31 shares (approximately 3%) held by Colenso Capital\nUK Limited were canceled. Based on the Company’s stockholders’ deficit and a valuation indicating that the fair value of the\nCompany’s net assets was fully absorbed by its outstanding debt as of July 31, 2025, management concluded that the previously outstanding\ncommon shares had no residual value immediately prior to the recapitalization. Accordingly, the cancellation of those shares did not result\nin any gain or loss being recognized in the Company’s financial statements.

Subsequent to the cancellation of the outstanding\nshares, the Company issued 1,200 shares of common stock to Spear. No cash consideration was received in connection with this issuance.\nThe common stock balance increased by $12, with the remaining $4,951,841 recorded as additional paid-in-capital.

F-47

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Related Party Debt-to-Equity Conversion\nand Recapitalization (continued)

As a result of the transaction, the stockholder debt\nand payables owed to Spear, totaling $4,951,841, was adjusted to additional paid-in capital and stockholders’ equity (deficit) increased\nby the same amount. Following the recapitalization, Spear owns 100% of the Company’s outstanding common stock, and no amounts were\noutstanding to Spear or other related parties as of December 31, 2025.

Leases

The determination of whether an arrangement is a lease\nis made at the lease’s inception. Management only reassesses its determination if the terms and conditions of the contract change.

Operating leases (other than short-term leases) are\nincluded in operating lease right-of-use (ROU) assets, current maturities of long-term operating lease liabilities and long-term operating\nlease liabilities, less current maturities.

ROU assets represent the Company’s right to\nuse an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating\nlease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease\nterm. The Company has elected a practical expedient to apply a risk-free discount rate for a period comparable to the lease term as the\ndiscount rate when the lessor’s borrowing rate is not determinable. At December 31,\n2025 and 2024, the weighted average discount rate for all operating leases is 3.57% and 4.12%, respectively. Operating lease ROU assets\nexclude any lease incentives. None of the Company’s lease agreements contain any material residual value guarantees.

Operating leases consist of leases of office and warehouse\nspace and office equipment expiring at various dates during the next two years. Only lease options that management is reasonably certain\nthe Company will exercise are included in the measurement of the operating lease ROU assets and liabilities. The weighted average remaining\nlease term of operating leases is approximately one year. Lease expense for operating lease payments is recognized on a straight-line\nbasis over the lease term. For the year ended December 31, 2025, lease expenses of $180,504 and $21,849 are included in cost of goods\nsold and general and administrative expense, respectively. For the year ended December 31, 2024, lease expenses of $180,504 and $55,068\nare included in cost of goods sold and general and administrative expense, respectively.

The following is a schedule by year of future rental\npayments required under operating leases that have initial noncancellable lease terms in excess of one year as of December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

2026	$	184,656
2027		3,114

Total future operating lease payments		187,770

Less: amount representing interest		3,142

Present value of operating lease liabilities	$	184,628

Leases with a term of one year or less are not recognized\non the balance sheet and the expense for these short-term leases is recognized on a straight-line basis over the lease term. For the years\nended December 31, 2025 and 2024, the Company incurred expenses of $2,650 and $5,516, respectively, related to short-term leases which\nare included in general and administrative expense.

F-48

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Leases (continued)

The Company leases printing equipment to a customer\nunder a sales-type lease. Per the agreement, the customer pays a minimum lease payment to the Company through an upcharge of ink until\nthe purchases covers the amount of the printer. If ink is not purchased, the customer is still required to make a monthly minimum payment.\nAt the end of the lease term, ownership of the printer will be transferred to the customer and there is no unguaranteed residual asset\nrecognized. At the commencement of the lease, it was expected that the length of the lease will be 60 months based on minimum ink purchases.

During 2025, the upcharge of ink purchases was reduced\nbelow the contractual amount, and the length of the lease was extended to cover the reduction of surcharge. The revised length of the\nlease after this extension was approximately one year.

The maturity of the lease receivable as of December\n31, 2025, is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

2026	$	28,800
2027		25,800
2028		22,800
2029		22,800
2030		19,414

Total payments		119,614
Lease receivable		112,993
Difference between undiscounted and discounted payments	$	6,621

Income Taxes

The provision for income taxes includes the following\ncomponents for the years ended December 31, 2025 and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024

Current income tax expense	$	13,479			$	21,972
Deferred income tax expense		515,200				3,300
Decrease in deferred income tax valuation allowance		(515,200	)			(3,300	)

Provision for income taxes	$	13,479			$	21,972

A reconciliation of the income tax provision at the\nstatutory rate to the Company’s actual income tax benefit is shown below:

F-49

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Income Taxes\n(continued)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025			2024

Computed at the statutory rate of 21%	$	(87,703	)		$	5,967
Increase (decrease) resulting from:
State income taxes		(12,529	)			852
Nondeductible meals, entertainment, and other		1,992				1,906
Temporary differences:
Increase in inventory reserve		42,196				8,740
Book depreciation and amortization in excess of tax depreciation and amortization		21,906				7,092
Tax gain in excess of book gain on sale of assets		—				17,025
Accrued interest		54,339				55,056
Use of NOL carryforward		(15,236	)			(66,998	)
Other		8,514				(7,668	)

Provision for income taxes	$	13,479			$	21,972

The tax effects of temporary differences related to\ndeferred taxes shown on the balance sheets at December 31, 2025 and 2024 are:

	2025			2024
Deferred tax assets:
Obsolete inventory reserve	$	73,600			$	31,400
Accrued vacation		400				500
Other accruals		2,900				—
Lease liabilities		44,300				49,300
Accrued interest		—				594,700
Net operating loss carryforwards		190,900				207,800
		312,100				883,700
Deferred tax liabilities:
Book/tax difference on property and equipment		(19,200	)			(41,100	)
Amortization of intangibles		57,900				28,200
Right-of-use assets		(44,300	)			(49,100	)

Net deferred tax asset before valuation allowance		306,500				821,700

Valuation allowance:
Beginning balance		(821,700	)			(825,000	)
Decrease during the year		515,200				3,300

Ending balance		(306,500	)			(821,700	)

Net deferred tax asset	$	—			$	—

F-50

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

Income Taxes\n(continued)

The Company has unused operating loss carryforwards\nof approximately $795,000 and $866,000 at December 31, 2025 and 2024, respectively, and utilized approximately $63,000 and $279,000 of\nNOL in the years ended December 31, 2025 and 2024, respectively. NOL incurred can be carried forward indefinitely, however, such NOL can\nonly offset 80% of taxable income.

Management recorded a full valuation allowance against\nthe net deferred tax asset before valuation allowance as it is more likely than not that the future benefit from the deferred tax asset\nwill not be realized in full.

10.

Employee Benefit Plan

The Company has a 401(k) profit-sharing plan covering\nsubstantially all employees who have completed three months of employment. In 2025 and 2024, the Company matched 25% of each employee’s\npayroll contributions up to 4%. Contributions to the plan were $2,815 and $2,945 for the years ended December 31, 2025 and 2024, respectively.

11.

Level-Funded Group Health Plan

The Company sponsors a partially self-insured, level-funded\ngroup health plan for eligible employees. Under this arrangement, the Company pays a monthly amount to an insurance carrier that is allocated\namong funding a claims account, administrative fees, and specific and aggregate stop-loss coverage. Because the Company bears the risk\nfor health care claims up to specified attachment points and may participate in favorable claims experience through potential refunds,\nthe arrangement is accounted for as a self-insured health benefit. For the years ended December\n31, 2025 and 2024, the related costs are included in cost of goods sold of $39,348 and $45,257, respectively, and operating expenses\nof $163,617 and $191,801, respectively, in the accompanying statements of operations. A liability is recorded for health care claims incurred\nbut not reported and for reported but unpaid claims when it is probable that a loss has been incurred and the amount can be reasonably\nestimated, consistent with ASC 450-20 (loss contingencies) and measurement concepts applied to health and welfare plans under ASC 965-30.\nThis liability is deducted from any fund balance remaining at the end of the plan year.

At December 31, 2025 and 2024, a liability for the\nhealth care claims incurred but not reported and for reported but unpaid claims of $2,936 and $3,333, respectively, was deducted from\nthe Company’s ending fund balance to determine the ending surplus. These amounts include estimates for claims incurred but not reported,\nwhich are based primarily on historical claims experience, recent claims activity, and other relevant factors. Actual results could differ\nfrom these estimates, and such differences are recorded in earnings in the period in which they become known. The level-funded arrangement\nis subject to specific and aggregate stop-loss insurance that limits the Company’s exposure to large individual claims and unusually\nhigh overall claim levels. In the event that actual eligible claims are less than the funded amount in the claims account, and after consideration\nof contractual terms and run-out periods, the Company is eligible to receive a refund of $11,449. This refund is recognized as a reduction\nof cost of goods sold during the year ended December 31, 2025. A refund amount was not recognized for the year ended December 31, 2024.

F-51

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

12.

Business Acquisition

On November 1, 2024, the Company entered into an asset\npurchase agreement with InkTech International Corporation (InkTech), a Canadian corporation, for cash and contingent consideration. InkTech\nwas engagement in the business of liquid ink manufacturing and the distributing of certain digital inks, UV screen inks and graphic supplies,\nsimilar to the Company. Per the purchase agreement, the Company was to pay $50,000 to the seller in two installments with the first due\nat the date of signing and the second due by April 30, 2025. In addition, cash was paid for certain production equipment and inventory.\nThe contingent consideration, per the purchase agreement, is calculated as 10% of sales generated by the seller’s customers over\nthe next two years. The Company’s management estimated that the acquisition will generate approximately $400,000 a year in revenue\nfor the next two years, which equaled a total of $80,000 in contingent consideration. Production equipment and inventory were recorded\nat their fair market value as of the acquisition date, with the excess recorded as goodwill, which resulted primarily from a customer\nlist. No liabilities were included in the acquisition of the entity. The Company has elected an accounting option available to private\ncompanies to combine customer related intangibles with goodwill, as well as the election to amortize goodwill on a straight-line basis\nand assess impairment only when a triggering event occurs. The following table presents the allocation of the purchase price consideration\nto the tangible and intangible assets acquired:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Inventory	$	60,390
Goodwill		80,000
Production equipment		10,000

Total allocation of purchase price	$	150,390

Computation of the purchase price at date of acquisition:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Cash paid for inventory and equipment	$	70,390
Cash paid in advance for contingent consideration		25,000
Earn-out payable - contingent consideration		55,000

Total purchase price	$	150,390

Changes in estimates of the contingent consideration\nwill be recognized in the statement of operations when known. During the year ended December 31, 2025, the contingent consideration liability\nwas reduced by $22,894 based upon the level of sales earned from InkTech’s customers during the year ended December 31, 2025.

13.

General Litigation Contingency

The Company is subject to claims and lawsuits that\narise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such\nclaims and lawsuits will not have a material adverse effect on the financial position, results of operations and cash flows of the Company.

14.

Reclassifications

Certain items in the 2024 financial statement presentation\nhave been reclassified to conform to the 2025 presentation. Such reclassifications have no effect on previously reported net income or\nstockholders’ deficit.

F-52

POLYMERIC U.S., INC.

Notes to the Financial Statements

Years Ended December 31, 2025 and 2024

15.

Subsequent Events

The Company evaluated subsequent events through July\n30, 2026, when these financial statements were available to be issued. Other than disclosed below, management is not aware of any significant\nevents that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on\nthe financial statements.

On May 18, 2026, the Company completed the sale of\nsubstantially all assets of its inks and coatings business operating under the “Polymeric” trade name to Polymeric Nocopi\nLLC, a wholly owned subsidiary of Nocopi Technologies, Inc. The transaction was completed pursuant to an Asset Purchase Agreement among\nNocopi Technologies, Inc., Polymeric Nocopi LLC, Polymeric U.S., Inc., and the sole stockholder of the Company. The Asset Purchase Agreement\nwas executed and the closing occurred simultaneously on May 18, 2026.

The aggregate consideration for the transaction was\n$2,650,000, consisting of $1,900,000 in cash, subject to customary working capital adjustments and other reductions, the assumption of\ncertain specified liabilities, and the issuance of 500,000 shares of Nocopi Technologies, Inc. common stock to the Company. At closing,\nPolymeric Nocopi LLC paid $1,750,000 in cash, net of a $150,000 holdback. The holdback secures the post-closing working capital adjustment\nand indemnification obligations and is subject to staged release as follows: up to $50,000 within five business days after final determination\nof the working capital adjustment, up to $50,000 on the 12-month anniversary of the closing date, and any remaining balance on the 18-month\nanniversary of the closing date, in each case net of any applicable setoffs, encumbered amounts, or claims. The first release payment\nwas paid subsequent to December 31, 2025, in the amount of $50,000.

The Asset Purchase Agreement contains customary representations,\nwarranties, covenants, and indemnification provisions, including non-compete and non-solicitation covenants.

No adjustment has been recorded in the Company’s\nfinancial statements as of and for the year ended December 31, 2025.

F-53

POLYMERIC U.S., INC.

BALANCE SHEETS

	March 31,			December 31,
	2026			2025
		(Unaudited)
ASSETS
Current Assets
Cash	$	892,955			$	686,006
Accounts receivable, net credit losses allowance of $9,000 and $9,000, respectively		490,754				374,476
Other receivables		175,623				124,442
Inventory, net		1,421,011				1,553,079
Refundable income taxes		29,086				29,086
Total Current Assets		3,009,429				2,767,089

Property and equipment, at cost:
Leasehold improvements		58,012				58,012
Machinery and equipment		804,133				804,133
Furniture and fixtures		16,598				16,598
		878,743				878,743
Less: Accumulated depreciation and amortization		(817,647	)			(802,557	)
Net property and equipment		61,096				76,186

Other assets
Operating lease right-of-use assets, net of amortization		139,517				184,628
Intangible assets, net of amortization		153,904				159,864
Total other assets		293,421				344,492
Total Assets	$	3,363,946			$	3,187,767

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Current maturities of long-term debt	$	31,001			$	30,355
Insurance installment not payable		38,857				—
Current maturities of long-term operating lease liabilities		137,441				181,557
Accounts payable		160,487				112,012
Accounts expenses		17,711				22,282
Total Current Liabilities		385,497				346,206

Long-term liabilities:
Long-term debt, less current maturities		25,029				33,025
Long-term operating lease liabilities, less current maturities		2,076				3,071
Total long-term liabilities		27,105				36,096
Total Liabilities		412,602				382,302

Stockholders' Equity
Common stock, $0.01 par value; 30,000 shares authorized; 1,200 shares issued and outstanding		12				12
Additional paid-in capital		5,701,841				5,701,841
Retained deficit		(2,750,509	)			(2,896,388	)
Total Stockholders' Equity		2,951,344				2,805,465

Total Liabilities and Stockholders’ Equity	$	3,363,946			$	3,187,767

See accompanying condensed notes to unaudited financial\nstatements

F-54

POLYMERIC U.S., INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	For\n the Three Months Ended March\n 31,
	2026			2025
Revenue
Sales, net	$	1,307,472			$	1,374,278
Total Revenue		1,307,472				1,374,278

Cost of Revenue
Cost of goods sold		824,494				930,386
Total Cost of Revenue		824,494				930,386

Gross Profit		482,978				443,892

Operating Expenses
General and administrative		315,467				361,300
Selling and Advertising		23,188				70,708
Total Operating Expenses		338,655				432,008

Net Income from Operations		144,323				11,884

Other Income (Expense)
Miscellaneous income (expense)		(1,009	)			2,288
Interest income		3,855				—
Interest expense		(1,290	)			(106,679	)
Total Other Income (Expense), net		1,556				(104,391	)

Income (Loss) before Provision for Income Taxes		145,879				(92,507	)

Provision for Income Taxes		—				—

NET INCOME (LOSS)	$	145,879			$	(92,507	)

See accompanying condensed\nnotes to unaudited financial statements

F-55

POLYMERIC U.S., INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Common Stock		Additional Paid-In Capital			Retained Deficit		Total Stockholders’ Equity
Balance at December 31, 2025	$	12		$	5,701,841		$	(2,896,388	)	$	2,805,465

Net Income		—			—			145,879			145,879
Balance at March 31, 2026	$	12		$	5,701,841		$	(2,750,509	)	$	2,951,344

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Common Stock		Additional Paid-In Capital			Retained Deficit		Total Stockholders’ Deficit
Balance at December 31, 2024	$	10		$	750,000		$	(2,465,274	)	$	(1,715,264	)

Net Loss		—			—			(92,507	)		(92,507	)
Balance at March 31, 2025	$	10		$	750,000		$	(2,557,781	)	$	(1,807,771	)

See accompanying condensed notes to unaudited financial\nstatements

F-56

POLYMERIC U.S., INC.

STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,
	2026			2025
Cash Flows From Operating Activities:
Net Income (Loss)	$	145,879			$	(92,507	)
Adjustments to reconcile net loss to net cash provided by operations
Depreciation and amortization		21,050				34,502
Non-cash operating lease expense		45,111				56,671
Provision for inventory obsolescence		1,877				—
Affiliate interest added to loan principal		—				104,796
Change in inventory reserve		—				(31,778	)
Changes in assets and liabilities:
Decrease (Increase) in receivables		(167,459	)			134,779
Decrease (Increase) in inventories		130,191				(60,235	)
Increase in refundable income taxes		—				(3,721	)
Increase in accounts payable		48,475				36,285
Increase (Decrease) in accrued expenses		(4,571	)			20,845
Decrease in operating lease liabilities		(45,111	)			(57,642	)
Net Cash Provided by Operating Activities		175,442				141,995

Cash Flows From Investing Activities:
Purchase of property and equipment		—				(4,340	)
Net Cash Used in Investing Activities		—				(4,340	)

Cash Flows From Financing Activities:
Payments made on notes payable		(17,065	)			(6,756	)
Payments made on notes payable to affiliate		—				(25,000	)
Insurance note payable		48,572				—
Net Cash Provided by (Used in) Financing Activities		31,507				(31,756	)

Net Increase in Cash		206,949				105,899

Cash at Beginning of Period		686,006				281,831

Cash at End of Period	$	892,955			$	387,730

Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,290			$	1,884

Non-cash investing and financing activities
Affiliate interest added to loan principal	$	—			$	104,796

See accompanying condensed\nnotes to unaudited financial statements

F-57

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

Note 1 – Summary of Significant\nAccounting Policies

Nature of Operations

Polymeric U.S., Inc. (the Company) earns revenues predominately\nfrom manufacturing of screen and digital inks.

The industry in which the Company operates is highly competitive\nand characterized by rapid technological changes, evolving customer demands, and frequent new product introductions. The Company faces\nintense competition from established companies, as well as new market entrants, some of which may have greater financial, technical,\nand marketing resources. Such competition could result in pricing pressures, reduced profit margins, loss of market share, and increased\noperating expenses, all of which could materially adversely affect the Company’s financial condition and results of operations.

Basis of Accounting

These financial statements have been prepared on the accrual\nbasis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash

The Company considers all liquid investments with original maturities\nof three months or less to be cash equivalents. At March 31, 2026 and December 31, 2025, the Company had no cash equivalents.

Receivables and Allowances for Credit Losses

Accounts receivable and other receivables are stated at the\namount management expects to collect from balances outstanding. The Company reviews the collectability of accounts receivable by risk\ntype and determines the need for an allowance based upon an analysis of outstanding receivables, historical collection information, existing\neconomic conditions, as well as reasonable and supportable forecasts.

Accounts receivable are ordinarily due 30 days after the issuance\nof the invoice. Accounts past due more than 30 days are generally considered delinquent. Delinquent receivables are written off based\non individual credit evaluation and specific circumstances of the customer.

The Company writes off receivables when there is information\nthat indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made\nfrom any accounts previously written off, they will be recognized in income or an offset to bad debt expense in the year of recovery,\nin accordance with the entity’s accounting policy election.

The Company has elected to apply the practical expedient in\naccordance with ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts\nReceivable and Contract Assets for Private Companies and Certain Not-for-Profit Entities, and assumes that the current conditions\nas of the balance sheet date do not change over the remaining life of the asset. The election of this practical expedient was applied\nprospectively and did not have a material impact on the Company’s financial statements.

The activity in the allowance for credit losses was as follows\nas of March 31, 2026 and December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	March 31, 2026		December 31, 2025
Beginning of period	$	9,000		$	—
Credit loss expense		—			10,056
Recoveries		—			5,000
Write-offs		—			(6,056	)
Ending balance	$	9,000		$	9,000

F-58

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

Inventories

Inventories consist of screen and digital\ninks and are stated at the lower of average cost (which approximates the first-in, first-out (FIFO) method) and net realizable value.\nCost includes material costs, labor, and overhead. Provisions are made for the estimated effect of obsolete and slow-moving inventories\non the basis of historical experience, current usage patterns, future demand and marketability of products, inventory levels and turns,\nand known replacement costs.

Property and Equipment

Property and equipment acquisitions are stated at cost less\naccumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments\nthat materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related\nallowance for depreciation are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation and amortization\nis charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are amortized over\nthe shorter of the lease term or their respective estimated useful lives. The estimated useful lives for all property and equipment is\n5 – 7 years.

Depreciation and amortization expense of property and equipment\nwas $15,090 and $21,752 for the three months ended March 31, 2026 and 2025, respectively.

Intangible Assets

Intangible assets consist of patents, trademarks,\nand goodwill. The patents and trademarks were acquired in a stand-alone asset purchase and were initially recognized at cost. These assets\nhave finite useful lives and are amortized on a straight-line basis over their estimated useful lives, which reflect the period over which\nthe assets are expected to contribute directly or indirectly to future cash flows. The estimated useful lives and amortization methods\nare reviewed at least annually and adjusted prospectively if expectations change. The Company determined that they were no longer\nusing certain patents during the year ended December 31, 2025. See Note 5 for additional information related to this abandonment. No other\nasset impairment was recognized for the year ended December 31, 2025.

The Company records as goodwill the\nexcess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. The Company has elected\nthe private company alternative whereas the Company amortizes goodwill on a straight-line basis over a period of ten years or less. Goodwill\nis evaluated for impairment only when events or changes in circumstances indicate that the fair value of the Company may be less than\nits carrying amount. Also, the Company has elected the alternative for certain identifiable assets acquired in a business combination.\nUnder this alternative, the Company does not recognize customer-related intangible assets and noncompetition agreements separately from\ngoodwill. Instead, these assets are included in goodwill. This accounting policy is applied prospectively to qualifying transactions occurring\nafter the date of the election.

Amortization expense on intangible assets was $5,960 and $12,750\nfor the three months ended March 31, 2026 and 2025 respectively. See Note 5 for further information.

Long-Lived Asset Impairment

The Company evaluates the recoverability of the carrying value\nof long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested\nfor recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset\nare less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the\namount by which the carrying amount of a long-lived asset exceeds its fair value.

No asset impairment was recognized for the three months ended\nMarch 31, 2026 and 2025.

Income Taxes

The Company files an income tax return in the United States\nfederal jurisdiction and various state jurisdictions. The Company is generally no longer subject to income tax examinations by taxing\nauthorities for tax years before 2022. There are currently no income tax examinations of the Company’s income tax returns in progress.

The Company is organized under subchapter\nC of the Internal Revenue Code. The Company computes its income tax expense for financial statement reporting purposes by applying the\nstatutory rates to its taxable income.

F-59

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

Deferred income taxes are provided for temporary differences\nbetween the income tax bases and financial statement bases of assets and liabilities. These differences arise principally from the use\nof accelerated depreciation for income tax purposes, the expected future income tax benefits of net operating loss (NOL) carryforwards,\nand the recognition of certain income and expenses in different reporting periods for financial statement and income tax purposes.

The Company reviews uncertain tax positions annually and records\na liability when, based on available evidence, management determines it is more likely than not that a position would not be sustained\nupon examination.

Use of Estimates

In preparing financial statements in conformity with accounting\nprinciples generally accepted in the United States of America, management is required to make estimates and assumptions that affect the\nreported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements\nand the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when control\nof the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration that it\nexpects to be entitled to in exchange for those goods or services. The amount and timing of revenue recognition varies based on the nature\nof the goods or services provided and the terms and conditions of the customer contract. See Note 3 for additional information about the\nCompany’s revenue.

Cost of Goods Sold

Cost of goods sold consists primarily of direct product costs\n(net of vendor rebates and discounts), direct labor costs, inbound and outbound freight charges, and overhead costs, and is recorded\nin the same period in which the related revenues are recorded.

Shipping and Handling Costs

Shipping and handling costs of $36,411 and $82,213 for the three\nmonths ended March 31, 2026 and 2025, respectively and are included in cost of goods sold in the accompanying statement of operations.

Advertising Expenses

The costs of advertising and product promotion are\nexpensed as incurred. The Company incurred $310 and $361 in advertising costs during the\nthree months ended March 31, 2026 and 2025, respectively.

Taxes Collected from Customers and Remitted to Governmental\nAuthorities

Taxes collected from customers and remitted to governmental\nauthorities are presented in the accompanying statement of operations on a net basis.

Note 2 – Concentration of Credit Risk Arising from Cash Deposits in Excess\nof Insured Limits

The Company maintained cash balances at a commercial bank\nand these balances can exceed the Federal Deposit Insurance Corporation (FDIC) insured deposit limit of $250,000 per financial institution.\nAt December 31, 2025 and March 31, 2026, the Company’s balance held at the commercial bank exceeded the FDIC limit by approximately\n$436,000 and $643,000, respectively. The Company has not experienced any losses in cash accounts and believes it is not exposed to any\nsignificant credit risk on cash balances.

Note 3 – Revenue Recognition
\n
\nRevenue is measured as the amount of consideration the Company expects to receive in exchange for transferring distinct goods or providing\nservices to customers. The Company’s revenue consists substantially of product sales and is reported net of prompt pay discounts\noffered to customers. The Company recognizes revenue when performance obligations under the terms of contracts with its customers are\nsatisfied, which occurs when control passes to a customer to enable them to direct the use of and obtain benefit from a product. This\ntypically occurs when a customer obtains legal title, obtains the risks and rewards of ownership, has received the goods according to\nthe contractual shipping terms either at the shipping point or destination and is obligated to pay for the product. Customary terms require\npayment within 30 days, and for certain customers, deposits may be required in advance of shipment.

F-60

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

Warranty costs, refunds, and discounts are\nnot significant.

All of the Company’s revenues from contracts with customers\nfor the three months ended March 31, 2026 and 2025 are recognized at a point in time.

The Company has determined that the nature, amount, timing,\nand uncertainty of revenue and cash flows are affected by the following factors:

Payers that have different reimbursement and payment methodologies.

Geography of the customer location.

The following table provides information about the Company’s\naccounts receivable from contracts with customers:

\n \n \n \n \n \n \n \n \n \n


Accounts receivable, beginning of period, net of allowances – December 31, 2025	$	374,476
Accounts receivable, ending balance, net of allowances – March 31, 2026	$	490,754

For shipping and handling activities, the Company is applying an accounting\npolicy election, which allows an entity to account for shipping and handling activities as fulfillment activities rather than a promised\ngood or service when the activities are performed, even if those activities are performed after the control of the good has been transferred\nto the customer. Therefore, the Company expenses shipping and handling costs at the time revenue is recognized. The Company classifies\nshipping and handling expenses in cost of goods sold in the statement of operations.

Note 4 – Inventories

Inventories are comprised of the following\nat March 31, 2026 and December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	March 31, 2026			December 31, 2025
Raw materials	$	826,586			$	806,962
Work in progress		40,701				2,986
Finished units		862,177				1,049,707
		1,729,464				1,859,655
Less: reserves for obsolete and slow-moving inventories		(308,453	)			(306,576	)
Inventories, ending balance	$	1,421,011			$	1,553,079

F-61

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

Note 5 – Intangible Assets

The carrying basis and accumulated amortization of recognized intangible assets at\nMarch 31, 2026 and December 31, 2025 are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	March 31, 2026		December 31, 2025
		Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Patents	$	78,391		$	(41,155	)	$	78,391	$	(39,195	)
Goodwill		80,000			(10,833	)		80,000		(9,333	)
Trademark		100,001			(52,500	)		100,001		(50,000	)
	$	258,392		$	(104,488	)	$	258,392	$	(98,528	)

Amortization expense for the three months\nended March 31, 2026 and 2025 was $5,960 and $12,750 respectively. Estimated amortization expense for each of the following five years\nis:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year 2027	$	25,839
Year 2028	$	25,839
Year 2029	$	25,839
Year 2030	$	25,839
Year 2031	$	25,839

During the year ended December 31, 2025, as a result of\nchanges in manufacturing processes and customer demand, the Company determined certain patents related to ink manufacturing processes\nno longer provided any economic benefit and accordingly, recognized an abandonment loss of $138,964, which was the remaining carrying\namount upon abandonment. The abandonment loss is included in general and administrative expenses in the accompanying 2025 statement of\noperations.

Note 6 – Long-term debt

Long-term debt consists of the following as of March\n31, 2026 and December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	March 31, 2026			December 31, 2025
Note payable to Leaf Capital for equipment. Interest at 8.46%. Payable in 36 monthly installments of $2,880. Matures December 2027. Collateralized by equipment.	$	56,030			$	63,380
Less: current maturities		(31,001	)			(30,355	)
Long-term debt	$	25,029			$	33,025

Future maturities of long-term debt consist\nof $31,001 due in 2026, and $25,029 in 2027, after which no additional maturities remain.

Note 7 – Related Party Debt-to-Equity\nConversion and Recapitalization

In connection with the recapitalization, all 1,031 previously\noutstanding shares of the Company’s common stock, including the 31 shares (approximately 3%) held by Colenso Capital UK Limited\nwere canceled. Based on the Company’s stockholders’ deficit and a valuation indicating that the fair value of the Company’s\nnet assets was fully absorbed by its outstanding debt as of July 31, 2025, management concluded that the previously outstanding common\nshares had no residual value immediately prior to the recapitalization. Accordingly, the cancellation of those shares did not result\nin any gain or loss being recognized in the Company’s financial statements.

Subsequent to the cancellation of the outstanding shares,\nthe Company issued 1,200 shares of common stock to Spear. No cash consideration was received in connection with this issuance. The common\nstock balance increased by $12, with the remaining $4,951,841 recorded as additional paid-in-capital.

As a result of the transaction, the stockholder debt and payables\nowed to Spear, totaling $4,951,841, was adjusted to additional paid-in capital and stockholder’s\nequity increased by the same amount. Following the recapitalization, Spear owns 100% of the Company’s outstanding common stock,\nand no amounts were outstanding to Spear or other related parties as of March 31, 2026 and December 31, 2025.

F-62

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

Note 8 – Leases

The determination of whether an arrangement is a lease is\nmade at the lease’s inception. Management only reassesses its determination if the terms and conditions of the contract change.

Operating leases (other than short-term leases) are included\nin operating lease right-of-use (ROU) assets, current maturities of long-term operating lease liabilities and long-term operating lease\nliabilities, less current maturities.

ROU assets represent the Company’s\nright to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments.\nOperating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments\nover the lease term. At March 31, 2026, the weighted average discount rate for all operating leases is 3.57%. Operating lease ROU assets\nexclude any lease incentives. None of the Company’s lease agreements contain any material residual value guarantees.

The Company has elected a practical expedient to apply a risk-free\ndiscount rate for a period comparable to the lease term as the discount rate when the lessor’s borrowing rate is not determinable.

Operating leases consist of leases of office and warehouse\nspace and office equipment expiring at various dates during the next two years. Only lease options that management is reasonably certain\nthe Company will exercise are included in the measurement of the operating lease ROU assets and liabilities. The weighted average remaining\nlease term of operating leases is approximately one year. Lease expense for operating lease payments is recognized on a straight-line\nbasis over the lease term. For the three months ended March 31, 2026, lease expenses of $45,126 and $1,038 are included in cost of goods\nsold and general and administrative expense, respectively. For the three months ended March 31, 2025, lease expenses of $45,126 and $15,123\nare included in cost of goods sold and general and administrative expense, respectively.

The following is a schedule by year of future rental payments\nrequired under operating leases that have initial noncancellable lease terms in excess of one year as of March 31, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year 2027	$	139,530
Year 2028		2,076
Total future operating lease payments		141,606
Less: amount representing interest		(2,089	)
Present value of operating lease liabilities	$	139,517

Leases with a term of one year or less are not recognized\non the balance sheet and the expense for these short-term leases is recognized on a straight-line basis over the lease term. For the\nthree months ended March 31, 2026 and March 31, 2025, the Company incurred expenses of $2,904 and $2,385, respectively, related to short-term\nleases which are included in general and administrative expense.

The Company leases printing equipment to a customer under\na sales-type lease. Per the agreement, the customer pays a minimum lease payment to the Company through an upcharge of ink until the\npurchases covers the amount of the printer. If ink is not purchased, the customer is still required to make a monthly minimum payment.\nAt the end of the lease term, ownership of the printer will be transferred to the customer and there is no unguaranteed residual asset\nrecognized. At the commencement of the lease, it was expected that the length of the lease will be 60 months based on minimum ink purchases.

During 2025, the upcharge of ink purchases was reduced below\nthe contractual amount, and the length of the lease was extended to cover the reduction of surcharge. The revised length of the lease\nafter this extension was approximately one year.

F-63

POLYMERIC U.S., INC.

CONDENSED NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

The maturity of the lease receivable as of\nMarch 31, 2026, is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year 2027	$	35,800
Year 2028		35,800
Year 2029		35,800
Year 2030		8,129
Total payments		115,529
Lease receivable		(108,917	)
Difference between undiscounted and discounted payments	$	6,612

Note 9 – Employee Benefit Plan

The Company has a 401(k) profit-sharing plan covering substantially\nall employees who have completed three months of employment. In 2025, the Company matched 25% of each employee’s payroll contributions\nup to 4%. Contributions to the plan were $45 and $738 for the three months ended March 31, 2026 and 2025 respectively.

Note 10 – Level-Funded Group Health Plan

The Company sponsors a partially self-insured, level-funded\ngroup health plan for eligible employees. Under this arrangement, the Company pays a monthly amount to an insurance carrier that is allocated\namong funding a claims account, administrative fees, and specific and aggregate stop-loss coverage. Because the Company bears the risk\nfor health care claims up to specified attachment points and may participate in favorable claims experience through potential refunds,\nthe arrangement is accounted for as a self-insured health benefit. The related costs are included in cost of goods sold of $9,860, and\noperating expenses of $70,450 in the March 31, 2026 statement of operations. A liability is recorded for health care claims incurred\nbut not reported and for reported but unpaid claims when it is probable that a loss has been incurred and the amount can be reasonably\nestimated, consistent with ASC 450-20 (loss contingencies) and measurement concepts applied to health and welfare plans under ASC 965-30.\nThis liability is deducted from any fund balance remaining at the end of the plan year.

At December 31, 2025 and 2024, a liability\nfor the health care claims incurred but not reported and for reported but unpaid claims of $2,936 and $3,333, respectively, was deducted\nfrom the Company’s ending fund balance to determine the ending surplus. These amounts include estimates for claims incurred but\nnot reported, which are based primarily on historical claims experience, recent claims activity, and other relevant factors. Actual results\ncould differ from these estimates, and such differences are recorded in earnings in the period in which they become known. The level-funded\narrangement is subject to specific and aggregate stop-loss insurance that limits the Company’s exposure to large individual claims\nand unusually high overall claim levels. In the event that actual eligible claims are less than the funded amount in the claims account,\nand after consideration of contractual terms and run-out periods, the Company is eligible to receive a refund of $11,449. This refund\nis recognized as a reduction of cost of goods sold during the year ended December 31, 2025. A refund amount was not recognized for the\nyear ended December 31, 2024.

Note 11 – General Litigation Contingency

The Company is subject to claims and lawsuits that arise primarily\nin the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits\nwill not have a material adverse effect on the financial position, results of operations and cash flows of the Company.

Note 12 – Subsequent Events

On May 18, 2026, Nocopi Technologies, Inc.,\na Maryland corporation, entered into an Asset Purchase Agreement with Polymeric Nocopi LLC, a Delaware limited liability company and wholly\nowned subsidiary of the Nocopi Technologies, Polymeric U.S., Inc., a Missouri corporation and Savara Capital, a Mauritius limited company\nand the sole shareholder of the Polymeric U.S., Inc., pursuant to which, subject to the terms and conditions of the Asset Purchase Agreement,\nsubstantially all of the assets of Polymeric U.S., Inc. have been acquired by Nocopi, and Nocopi has assumed certain specified liabilities,\nof Polymeric U.S., Inc.

F-64

Nocopi Technologies, Inc.

4,315,790 Shares of Common Stock

PROSPECTUS

, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

\n \n \n \n

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth\nthe estimated expenses to be borne by us in connection with the issuance and distribution of the securities being registered hereby.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Item	Amount\n to be paid
SEC registration fee	$	625.16
Accounting fees and expenses	$	11,000
Legal fees and expenses	$	75,000
Miscellaneous fees and expenses	$	10,000
Total	$	96,625.16

The expenses listed above\ndo not include expenses of preparing prospectus supplements and other expenses relating to offerings of particular securities.

\n \n \n \n

Item 14.

Indemnification of Directors and Officers.

The Maryland General Corporation\nLaw (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors\nand officers to the corporation for money damages except for liability resulting from (1) actual receipt of an improper personal benefit\nor profit in money, property or services or (2) active and deliberate dishonesty by the director or officer that was established by a\nfinal judgment as being material to the cause of action adjudicated. Our charter contains a provision which eliminates the liability for\nmonetary damages of each of the members of our Board and officers to the maximum extent permitted by Maryland law.

The MGCL permits a Maryland\ncorporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements\nand reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or are threatened to be\nmade, a party by reason of their service in those capacities. However, a Maryland corporation is not permitted to provide this type of\nindemnification if the following is established:

the act or omission of the director or officer was material to the matter\ngiving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

the director or officer actually received an improper personal benefit in\nmoney, property or services; or

in the case of any criminal proceeding, the director or officer had reasonable\ncause to believe that the act or omission was unlawful.

Under Maryland law, a Maryland\ncorporation may not indemnify a director or officer in a proceeding by the corporation or in its right in which the director or officer\nwas adjudged liable to the corporation or in a proceeding in which the director or officer was adjudged liable on the basis that a personal\nbenefit was improperly received. Unless limited by the corporation’s charter, which our charter does not, upon application by a\ndirector or officer and appropriate notice as may be required by the court, a court (i) shall order indemnification if it determines that\nthe director or officer is entitled to reimbursement for reasonable expenses incurred in connection with such director or officers successful\ndefense in a proceeding for which indemnification is permitted under the MGCL and (ii) may order indemnification as it deems proper, if\nit determines that the officer or director fairly and reasonably entitled to indemnification, even though the director or officer did\nnot meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However,\nindemnification for an adverse judgment in a proceeding by the corporation or in its right, or for a judgment of liability on the basis\nthat a personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses\nto a director or officer upon the corporation's receipt of the following:

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a written affirmation by the director or officer of his or her good faith\nbelief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

a written undertaking by him or her, or on his or her behalf, to repay the\namount paid or reimbursed by the corporation if it is ultimately determined that this standard of conduct was not met

The MGCL requires a corporation\n(unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful in the\ndefense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity,\nagainst reasonable expenses incurred by the director or officer in connection with such proceeding.

Our charter also authorizes\nus, to the maximum extent permitted by Maryland law, to indemnify (1) any present or former director or officer of ours or (2) any individual\nwho, while a director of ours and at our request, serves or has served as a director, officer, partner or trustee of another corporation,\npartnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such\nperson may become subject or which such person may incur by reason of his or her status as our present or former director or officer and\npay or reimburse such person's reasonable expenses in advance of final disposition of a proceeding.

The Company also maintains\ndirectors’ and officers’ liability insurance for its directors and officers.

\n \n \n \n

Item 15.

Recent Sales of Unregistered Securities.

Within the past three years,\nwe sold the securities described below, which were not registered under the Securities Act, pursuant to the exemption provided by Section\n4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

September 2023 Private Placement

On September 11, 2023, we\nentered into a Stock Purchase Agreement (the “Frost Purchase Agreement”) with Frost Gamma Investments Trust (“FGIT”).\nThe Purchase Agreement provides for the private issuance (the “September 2023 Private Placement”) to FGIT of 1,250,000 shares\nof the Company’s common stock, par value $0.01 per share (the “common stock”) at a purchase price of $4.00 per share.\nThe closing of the September 2023 Private Placement occurred on September 11, 2023 and we received gross proceeds of $5 million. In addition,\npursuant to the terms of the Frost Purchase Agreement, Phillip Frost, the Trustee of FGIT, shall provide general advisory services (the\n“Services”) to the Company for a three-year period ending on September 11, 2026 (the “Term”). In consideration\nfor providing the Services, we will issue FGIT an aggregate of 65,790 shares of common stock (the “Advisory Shares”). The\nAdvisory Shares shall be issued annually ratably over the Term.

December 2025 Private Placement

On December 31, 2025, we entered\ninto Stock Purchase Agreements (the “December 2025 Purchase Agreements”), with various institutional investors (the “December\n2025 Purchasers”). The December 2025 Purchase Agreements provided for the private issuance (the “December 2025 Private Placement”)\nto the December 2025 Purchasers of an aggregate of 266,666 shares of common stock (the “December 2025 Placement Shares”)\nat a purchase price of $1.50 per share. Kevin Westenburg, our President and a Director, purchased 33,333 December 2025\nPlacement Shares in connection with the December 2025 Private Placement. On January 9, 2026, the December 2025 Private Placement closed\nand we received aggregate gross proceeds of $399,999. No placement fees or commissions were paid in connection with this transaction.

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May 2026 Sale

In addition, in May 2026, we sold 133,334 shares\nof common stock for $200,000 or $1.50 per share to an accredited investor.

Polymeric Acquisition

On May 18, 2026, Polymeric\nNocopi LLC, our wholly owned subsidiary, completed the acquisition (the “Polymeric Acquisition”) of substantially all of the\nassets of Polymeric U.S., Inc. (“Polymeric”), relating to the business of manufacturing, developing, producing and commercializing\nspecialized ink and coating solutions for industrial, digital and screen printing applications operating under the “Polymeric”\ntrade name. In connection with the Polymeric Acquisition, we issued 500,000 shares of common stock to Polymeric.

May 2026 Private Placement

On May 18, 2026, we\nentered into Stock Purchase Agreements (the “May 2026 Stock Purchase Agreements”), with various institutional investors\n(the “May 2026 Investors”). The May 2026 Stock Purchase Agreements provide for the private issuance (the “May 2026\nPrivate Placement”) to the May 2026 Investors of an aggregate of 266,668 shares of common stock at a purchase price of $1.50\nper share. On September 2, 2026 the May 2026 Private Placement closed and we received gross proceeds of approximately\n$400,000.

\n \n \n \n

Item 16.

Exhibits and Financial Statement Schedules.

\n \n \n \n

(a)

Exhibits

The\nexhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

\n \n \n \n

(b)

Financial Statement Schedules

No\nfinancial statement schedules are provided because the information called for is not required or is shown either in financial statements\nor the related notes.

Exhibit Index

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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
3.3	Second Amended and Restated Bylaws, Dated January 28, 2022	Incorporated by reference to the Company’s Form 8-K filed on February 2, 2022
3.4	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	\n Registration Rights Agreement – Dated August 1, 2022 \n	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

II-3


Exhibit
Number	Description	Location
5.1	Opinion of Miles & Stockbridge P.C.	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†	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
10.5†	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
10.6†	Employment Agreement with Terry W. Stovold	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 30, 2012
10.7	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
10.8	Lease Amendment dated September 28, 2018	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 29, 2019
10.9	Lease Amendment dated March 3, 2024	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 25, 2025
10.10	Lease Amendment dated March 22, 2025	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 25, 2025
10.11	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
10.12	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
10.13	Registration Rights Agreement, dated as of 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
10.14†	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
10.15	Form of Stock Purchase Agreement	Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 5, 2026
10.16	Form of Registration Rights Agreement	Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 5, 2026

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Exhibit
Number	Description	Location
10.17	Asset Purchase Agreement, dated as of May 18, 2026, by and among Nocopi Technologies, Inc., Polymeric Nocopi LLC, Polymeric U.S., Inc. and Savara Capital	Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 21, 2026
10.18	Form of Stock Purchase Agreement	Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 21, 2026
10.19	Form of Registration Rights Agreement	Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 21, 2026
10.20†	Letter Agreement, dated as of September 30, 2026, by and between Terry Stovold and Nocopi Technologies, Inc.	Incorporated by reference to the Company’s Current Report\non Form 8-K filed on October 2, 2026
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	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 25, 2025
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 Aprio, LLP	Filed herewith
23.3	Consent of Miles & Stockbridge P.C.	Included in Exhibit 5.1
24.1	Power of Attorney	Included on signature page
107	Filing Fee Table	Filed herewith

-------

† Compensation plans and arrangements for executives and others.

\n \n \n \n

Item 17.

Undertakings

The undersigned registrant hereby undertakes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs\n(1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs\nis contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities\nExchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant\nto Rule 424(b) that is part of the registration statement.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(2)	That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all\nof the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,\nthereunto duly authorized, in the City of King of Prussia, Commonwealth of Pennsylvania on this 15th day of October, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	NOCOPI TECHNOLOGIES, INC.

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

POWER OF ATTORNEY

KNOW\nALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Matthew C. Winger and Kevin Westenburg,\nand each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for\nhim or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective\namendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement\nand filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other\ndocuments in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each\nof them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents\nand purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents\nor their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant\nto the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on\nbehalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

\n /s/ Matthew C. Winger	Chairman of the Board and Chief Executive Officer	October 15, 2026
Matthew C. Winger	(Principal Executive Officer)

/s/ Debra E. Glickman	Chief Financial Officer	October 15, 2026
Debra E. Glickman	(Principal Financial and Accounting Officer)

\n /s/ Eric Sites	Director	October 15, 2026
Eric Sites

\n /s/ Kevin Westenburg	President and Director	October 15, 2026
Kevin Westenburg

II-7

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Schedule of future minimum payments

Year Ending December 31:

Schedule of revenues as percentage of revenue

Year ended December 31

Customer A

Customer B