Item 1.01 Entry Into A Material Definitive Agreement
MSL18 Holdings Nomination and Standstill Agreement Amendment
On September 30, 2022, Nocopi Technologies, Inc., a Maryland corporation (the
"Company"), entered into a Second Amendment to Nomination and Standstill
Agreement (the "MSL18 Holdings Amendment") with MSL 18 HOLDINGS LLC, Michael S.
Liebowitz and Matthew C. Winger (collectively, the "MSL18 Holdings Group"),
amending the Nomination and Standstill Agreement dated March 29, 2022, as
amended on May 23, 2022, by and among the Company and the MSL18 Holdings Group
(the "MSL18 Holdings Agreement").
Pursuant to the MSL18 Holdings Amendment, the Company and the MSL18 Holdings
Group agreed to amend: (i) Section 1.01(b) of the MSL18 Holdings Agreement to
change the date to appoint and nominate an additional designee of MSL18 Holdings
Group from on or before September 30, 2022 to on or before October 7, 2022; (ii)
Section 1.03 of the MSL18 Holdings Agreement to exempt Matthew C. Winger from
the independence requirements and other standards set forth in Section 1.03 of
the MSL18 Holdings Agreement; and (iii) Section 3.01(a) of the MSL18 Holdings
Agreement to replace "thirty-five percent (35%) with "forty percent (40%)". The
foregoing is a summary of the terms of the MSL18 Holdings Amendment and does not
purport to be complete and is qualified in its entirety by reference to the
MSL18 Holdings Amendment, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference. Any
capitalized terms used herein but not otherwise defined herein shall have the
respective meanings ascribed to them in the MSL18 Holdings Amendment.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 26, 2022, the Company's board of directors (the "Board") approved
the appointment of Matthew C. Winger as Executive Vice President of Corporate
Development effective October 1, 2022. As the Company's Executive Vice President
of Corporate Development, Mr. Winger will focus on driving growth initiatives
that include strategic partnerships, mergers and acquisitions, and other
expansion opportunities.
Mr. Winger, age 38, has served as a Company director since March 2022. Mr.
Winger is the Director of Investments for M2A Family Office, where he evaluates
public and private market investment opportunities for equity, debt, and real
estate sectors, as well as provides support to portfolio investments across
operations and company management. Prior to joining M2A Family Office, Mr.
Winger was Director of Investments at a private venture supporting investment
analysis and capital allocation. Earlier in his career, Mr. Winger was Senior
Research Analyst at Fairholme Capital Management working directly with the CIO
in executing a deep dive, fundamental strategy across public securities of
distressed and special situation opportunities. Prior to this, Mr. Winger held
various roles at TIAA-CREF, Loeb Partners and Countrywide Commercial Real Estate
Finance. Mr. Winger earned a Bachelor of Science degree from the Kelley School
of Business at Indiana University and an M.B.A. from New York University's Stern
School of Business.
On September 29, 2022, Mr. Winger entered into a written employee agreement with
the Company whereby Mr. Winger will receive as compensation a base salary of
$125,000 per year. Mr. Winger will also be eligible to receive additional
discretionary compensation at the discretion of the Company's Board, based on
criteria to be established by the Board. A copy of Mr. Winger's employee
agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information set forth in Item 1.01 to this Form 8-K is incorporated herein
by reference. On August 1, 2022, the Company entered into a Stock Purchase
Agreement (the "Purchase Agreement") with MSL 18 HOLDINGS LLC and another
investor for the sale of 2.5 million shares of the Company's common stock for
gross proceeds of $3.5 million whereby each investor purchased 1.25 million
shares of the Company's common stock. On September 13, 2022, the sale pursuant
to the Purchase Agreement closed. There are no arrangements or understandings
between Mr. Winger and any other persons pursuant to which he was appointed as
the Company's Executive Vice President of Corporate Development. There is no
family relationship between Mr. Winger and any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer of the Company.
Item. 8.01. Other Events.
On September 30, 2022, the Company issued a press release announcing the
appointment of Matthew C. Winger as Executive Vice President of Corporate
Development. A copy of such press release is filed as Exhibit 99.4 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Employee Agreement dated September 29, 2022 - Matthew C. Winger
99.1 Second Amendment to Nomination and Standstill Agreement dated
September 30, 2022, between the Company and MSL 18 HOLDINGS LLC,
Michael S. Liebowitz and Matthew C. Winger
99.2 First Amendment to Nomination and Standstill Agreement dated May 23,
2022, between the Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz
and Matthew C. Winger (incorporated by reference to the Company's
Form 8-K filed on 05/24/22)
99.3 Nomination and Standstill Agreement dated March 29, 2022, between the
Company and MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C.
Winger (incorporated by reference to the Company's Form 8-K filed on
03/29/22)
99.4 Press Release dated September 30, 2022
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NOCOPI TECHNOLOGIES, INC. 