Stockholders’ Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 5. Stockholders’ Equity The Company follows FASB ASC 718, Compensation – Stock Compensation, and uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. On June 17, 2024, the Company’s shareholders approved the Nocopi Technologies, Inc. 2024 Incentive Compensation Plan (the “2024 Plan”), which allows the Company to issue equity awards to directors, officers, other employees and consultants of the Company. As of March 31, 2026 and 2025, and unvested restricted stock units (“RSUs”) are outstanding under the 2024 Plan, respectively. In addition, as of March 31, 2026 and 2025, and shares have been issued in settlement of vested RSUs granted under the 2024 Plan, respectively. As of March 31, 2026 and 2025, the unamortized value related to grants under the 2024 Plan was $ and $, respectively.
Advisory Shares – Private Placement On September 11, 2023, the Company entered into a stock purchase agreement in connection with a private placement for total gross proceeds of $5.0 million. The agreement provided for the issuance of shares of common stock at $ per share. The sale closed on September 11, 2023. No placement fees or commissions were paid.
In addition, as consideration for advisory services through September 11, 2026, the Company agreed to issue shares of common stock with a total grant-date fair value of $263,160, which vest in three equal tranches on September 11, 2024, 2025, and 2026.
The Company recognizes compensation expense for advisory share grants based on grant-date fair value and recognizes expense on a straight-line basis over the service period.
For the three months ended March 31, 2026 and 2025, the Company recognized consulting expense of $21,600 and $21,600, respectively, related to this stock grant.
On September 11, 2024 and September 11, 2025, the Company issued shares of common stock at a fair value of $87,700 upon the vesting of the first and second tranches. As of March 31, 2026, unrecognized compensation expense related to the advisory shares was approximately $, which will be recognized over the remaining service period.
Director and Executive Grants On December 29, 2025, executives were granted RSUs, of which vested and shares were issued immediately at a value of $26,500, net of taxes. The remaining vest on December 29, 2026. The aggregate grant-date fair value was $60,000, of which $ was recognized in 2025. The remaining amount will be recognized over the remaining vesting period.
Private Placement
On December 31, 2025, the Company entered into Stock Purchase Agreements (the “Purchase Agreements”), by and between the Company and various institutional investors (the “Purchasers”).The Purchase Agreements provided for the private issuance (the “Private Placement”) to the Purchasers of an aggregate of shares of the Company’s common stock (such shares of common stock issued pursuant to the Private Placement, the “Placement Shares”) at a purchase price of $ per share. On January 9, 2026, the Private Placement closed and the Company received aggregate gross proceeds of $400,000. No placement fees or commissions were paid in connection with this transaction.
Kevin Westenburg, the Company’s President and a Director, purchased Placement Shares in connection with the Private Placement.
Third Parties purchased an aggregate of Placement Shares in connection with the Private Placement.
In connection with the Purchase Agreements, on December 31, 2025, the Company entered into registration rights agreements with certain of the Purchasers, which provides that on or prior to January 9, 2027, the Company must file a registration statement to register the Purchaser’s respective Placement Shares.
Stock-Based Compensation Expense For the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $ and $, respectively. As of March 31, 2026, total unrecognized compensation expense related to nonvested awards was approximately $, which is expected to be recognized over a weighted-average period of approximately one year. |