Stockholders’ Equity |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 9. Stockholders’ Equity
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 $, 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 June 30, 2026 and 2025, the Company recognized consulting expense of approximately $21,900 related to this stock grant. For the six months ended June 30, 2026 and 2025, the Company recognized consulting expense of approximately $43,500 and $43,500, 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 $ upon the vesting of the first and second tranches. As of June 30, 2026, unrecognized compensation expense related to the advisory shares was approximately $17,500, which will be recognized over the remaining service period through September 11, 2026.
Additional Private Placements
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.
In addition, in May 2026, the Company sold shares of Common Stock for $200,000 or $ per share to an accredited investor in a transaction exempt from registration under the Securities Act of 1933, as amended.
Additionally, in May 2026, the Company received partial 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, the Company recorded stock subscription payable of $99,000 at June 30, 2026 as reflected in the accompanying condensed consolidated balance sheets.
Stock-Based Compensation Expense
2024 Incentive Compensation Plan
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 June 30, 2026 and 2025, and unvested restricted stock units (“RSUs”) are outstanding under the 2024 Plan, respectively. In addition, as of June 30, 2026 and 2025, and shares have been issued in settlement of vested RSUs granted under the 2024 Plan, respectively. As of June 30, 2026 and 2025, the unamortized value related to grants under the 2024 Plan was approximately $ and $, respectively.
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 $, of which $ was recognized in 2025. For the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense of approximately $ and $, respectively, related to this director and executive grants. The remaining amount of approximately $ will be recognized over the remaining vesting period through December 2026.
On May 18, 2026, the Company entered into a two-year consulting agreement whereby the consultant shall be compensated with an equity grant for any given year during the service period, which shall 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 period. Accordingly, the Company agreed to grant a total of shares of common stock related to the consultant’s first year of service period having a total grant-date fair value of $ or $ per share, which shall vest in equal quarterly installments starting in June 2026. On June 30, 2026, the Company issued the first quarterly installment payment of vested shares of common stock valued at $. As of June 30, 2026, the unamortized value related to consulting agreement was .
During the three months ended June 30, 2026 and 2025, the Company recognized total stock-based compensation related to all of the above stock awards of approximately $ and $, respectively, and for the six months ended June 30, 2026 and 2025, approximately $ and $, respectively.
As of June 30, 2026, total unrecognized compensation expense related to all nonvested awards was approximately $, which is expected to be recognized over a weighted-average period of approximately one year.
Shares issued for Business Acquisition
On May 18, 2026, the Company issued shares of Common Stock in connection with the Polymeric Acquisition, which was recorded at a fair value amounting to $750,000 or $ per share based on the closing price on the closing date of the Polymeric Acquisition (see Note 8).
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