UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
|
SCHEDULE 13D/A
Under the Securities Exchange
Act of 1934
(Amendment No. 7)* |
|
Nocopi
Technologies, Inc. |
(Name of Issuer) |
|
Common
Stock, par value $.01 per share |
(Title of Class of Securities) |
|
655212207 |
(CUSIP Number) |
Tim Eriksen
Eriksen Capital Management LLC
8695 Glendale Road
Custer, WA 98240
(360) 354-3331 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
May
23, 2022 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERIKSEN CAPITAL MANAGEMENT LLC
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
|
|
|
(a) ¨ |
|
|
|
|
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(b) ¨ |
|
|
|
|
3. |
SEC Use Only |
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
1,000 |
8. |
SHARED
VOTING POWER
0 |
9. |
SOLE
DISPOSITIVE POWER
1,000 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
|
14. |
TYPE OF REPORTING PERSON (see
instructions) |
|
IA |
| * | Percentage calculated based on 67,495,055 shares of common stock, par value $.01 per share, outstanding as of May 3, 2022, as reported
in the 10-Q of Nocopi Technologies, Inc., filed with the Securities and Exchange Commission on May 6, 2022. |
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CEDAR CREEK PARTNERS LLC
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
|
3. |
SEC Use Only |
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
1,000 |
8. |
SHARED
VOTING POWER
0 |
9. |
SOLE
DISPOSITIVE POWER
1,000 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
|
14. |
TYPE OF REPORTING PERSON (see
instructions) |
|
PN |
| * | Percentage calculated based on 67,495,055 shares of common stock,
par value $.01 per share, outstanding as of May 3, 2022, as reported in the 10-Q of Nocopi Technologies, Inc., filed with the Securities
and Exchange Commission on May 6, 2022. |
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIM ERIKSEN
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
|
3. |
SEC Use Only |
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
8. |
SHARED
VOTING POWER
0 |
9. |
SOLE
DISPOSITIVE POWER
0 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
|
14. |
TYPE OF REPORTING PERSON (see
instructions) |
|
IN |
| * | Percentage calculated based on 67,495,055 shares of common stock,
par value $.01 per share, outstanding as of May 3, 2022, as reported in the 10-Q of Nocopi Technologies, Inc., filed with the Securities
and Exchange Commission on May 6, 2022. |
Item 1. Security and Issuer
This Schedule 13D/A relates to shares of the Common
Stock, par value $.01 per share (the “Common Stock”), of Nocopi Technologies, Inc. (the “Issuer” or “Nocopi”).
The address of the issuer is 480 Shoemaker Road, Suite 104, King of Prussia, Pennsylvania 19406.
Item 2. Identity and Background
(a) This
Statement is filed by Tim Eriksen on behalf of Eriksen Capital Management LLC (“ECM”), a registered investment adviser with
the State of Washington, and Cedar Creek Partners, LLC (“CCP”). ECM is the managing member of CCP, a private investment partnership,
and investment advisor to separately managed accounts. Each of the foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.” By virtue of his position with ECM, Mr. Eriksen has the sole power to vote and dispose of
the Issuer’s Shares owned by CCP.
(b) The
principal business address of Mr. Eriksen, ECM and CCP is 8695 Glendale Road, Custer, WA 98240.
(c) The
principal business of CCP is acquiring, holding and disposing of investments in various companies. The principal business of ECM is serving
as the investment manager of CCP and separately managed accounts. The principal occupation of Mr. Eriksen is serving as the sole
manager of ECM.
(d) No
Reporting Person described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None
of the Reporting Parties described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect
to such laws.
(f) Mr. Eriksen
is a citizen of the United States. ECM and CCP are both Washington limited liability companies.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On May 23, 2022, Mr. Eriksen, CCP, and
ECM (collectively, the “Eriksen Group”) entered into a Standstill Agreement (the “Standstill Agreement”)
with Nocopi Technologies, Inc. (“Nocopi”) related to the Eriksen Group’s nomination of Mr. Eriksen as a director
of Nocopi and submission of a stockholder proposal related to the declassification of Nocopi’s board of directors (the “Board”),
and related proxy statement and associated intention to solicit proxies (the “Eriksen Proxy Solicitation”). Under the
Standstill Agreement, the Eriksen Group agreed to certain standstill provisions and to withdraw the Eriksen Proxy Solicitation, and Nocopi
agreed to reimburse the Eriksen Group for some of the costs associated with the Eriksen Proxy Solicitation. The following is a summary
of the terms of the Standstill Agreement, which does not purport to be complete and is qualified in its entirety by reference to the Standstill
Agreement, a copy of which is attached as Exhibit 4 hereto.
Under the terms of the Standstill Agreement, the
Eriksen Group has agreed to certain standstill restrictions for five years (the “Covered Period”), including restrictions
on the Eriksen Group (i) soliciting or granting proxies to vote shares of Nocopi’s common stock, (ii) initiating stockholder
proposals for consideration at any meeting of Nocopi’s stockholders, (iii) nominating directors for election to the Board,
(iv) seeking the removal of any member of the Board and (v) submitting proposals for or offers of certain Extraordinary Transactions
(as defined in the Standstill Agreement) involving Nocopi. In addition, to the extent the Eriksen Group owns any shares of Nocopi’s
common stock during the Covered Period, the Eriksen Group has agreed to vote (or grant a proxy to vote) all of its shares of Nocopi’s
common stock in favor of (A) the election of directors in accordance with the recommendation of the Board, (B) any stockholder
proposals or advisory resolutions in accordance with the recommendation of the Board, and (C) the ratification of the appointment
of Nocopi’s auditors.
Additionally, pursuant to the Standstill Agreement,
the Eriksen Group agreed not to enter into any transaction or arrangement that would result in the members of the Eriksen Group and the
Eriksen Affiliates (as defined in the Standstill Agreement), collectively, owning, controlling or otherwise having any beneficial or other
ownership interest in more than five percent (5%) in the aggregate of the outstanding shares of Nocopi at such time without Nocopi’s
express prior written approval. Nocopi has agreed to pay the Eriksen Group $75,000 for reimbursement of certain costs associated with
the Eriksen Proxy Solicitation.
In addition, in connection with the Standstill
Agreement, on May 23, 2022 the Eriksen Group entered into a Share Purchase Term Sheet with Michael S. Liebowitz and MSL 18 Holdings
LLC (together, the “MSL 18 Holdings Group”), whereby the MSL18 Holdings Group agreed to purchase all shares of Nocopi beneficially
owned by the Eriksen Group for $0.165 per share.
Item 5. Interest in Securities of the Issuer
Item (c) is hereby amended:
(c) The following table sets forth all transactions
with respect to the Common Stock effected by Reporting Persons since Amendment No. 6 was filed.
| |
Date | | |
Shares | | |
Buy/Sell | |
Price | |
ECM SMA | |
| 5/23/2022 | | |
| 484,484 | | |
Sell | |
| 0.165 | |
Cedar Creek Partners | |
| 5/23/2022 | | |
| 6,886,642 | | |
Sell | |
| 0.165 | |
Tim Eriksen | |
| 5/33/2022 | | |
| 672,886 | | |
Sell | |
| 0.165 | |
Cindy Eriksen | |
| 5/23/2022 | | |
| 35,000 | | |
Sell | |
| 0.165 | |
Item
6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
On May 23, 2022 the Eriksen Group entered
into a Standstill Agreement with Nocopi as defined and described in Item 4 above, which is incorporated by reference as Exhibit 4
hereto and incorporated herein by reference. In addition, on May 23, 2022 the Eriksen Group entered into a Share Purchase Term Sheet
with the MSL18 Holdings Group as defined and described in Item 4 above, which is incorporated as Exhibit A in Exhibit 4 noted
above, and incorporated herein by reference.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with
respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
Exhibit 1 |
Joint
Filing Agreement* |
|
|
Exhibit 2 |
Press
Release, dated August 26, 2021* |
|
|
Exhibit 3 |
Press
Release, dated November 9, 2021* |
|
|
Exhibit 4 |
Standstill Agreement,
dated May 23, 2022 and Share Purchase Term Sheet, dated May 23, 2022 (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K filed on May 24, 2022, by Nocopi Technologies, Inc.). |
* Previously filed.
SIGNATURE
After reasonable inquiry, and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 25, 2022
|
ERIKSEN CAPITAL MANAGEMENT LLC |
|
|
|
By: |
/s/ Tim Eriksen |
|
|
Tim Eriksen |
|
|
Managing Member |
|
|
|
CEDAR CREEK PARTNERS LLC |
|
|
|
By: |
/s/ Tim Eriksen |
|
|
Tim Eriksen |
|
|
Managing Member |
|
|
|
TIM ERIKSEN |
|
|
|
/s/ Tim Eriksen |
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