UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2025

Commission File Number: 000-20333

480 Shoemaker Road, Suite 104, King of Prussia, PA 19406

(Address of principal executive offices)(Zip Code)

(610) 834-9600

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

Resignation of Chairman of the Board of Directors and Chief Executive Officer

On February 26, 2025, Michael S. Liebowitz notified the Board of Directors (the “Board”) of Nocopi Technologies, Inc. (the “Company”) of his resignation as Chairman of the Board and Chief Executive Officer of the Company, effective immediately.

Mr. Liebowitz’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Chairman of the Board of Directors and Chief Executive Officer

On March 4, 2025, the Board appointed Matthew C. Winger as the Company’s Chairman of the Board and Chief Executive Officer (and principal executive officer), effective immediately, to fill the vacancy created by Mr. Liebowitz’s resignation.

Mr. Winger transitions to Chairman and Chief Executive Officer from his current role as a Director and Executive Vice President of Corporate Development. Mr. Winger also serves as a Managing Director of Douglas Elliman Inc., a position he has held since October 2024. Previously, he was Director of Investments for M2A Family Office from December 2020 to October 2024. Prior to this, Mr. Winger was a Senior Research Analyst at Fairholme Capital Management and other 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.

There are no family relationships between Mr. Winger and any director or executive officer of the Company, and Mr. Winger does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Winger and any other persons pursuant to which he was selected as the Chief Executive Officer.

Item. 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.