Filing Details

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D/A   Under the Securities Exchange Act of 1934 (Amendment No.2 )*

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)

August 12, 2021

(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).

 

 

CUSIP No. 655212207

13D/A

Page 2 of 8

 

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) ¨
		(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
		6,716,339
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		6,716,339
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,716,339
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.0%
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 August 9, 2021, as reported in the 10-Q of Nocopi Technologies, Inc., filed with the Securities and Exchange Commission on August 11, 2021.

 

 

CUSIP No. 655212207

13D/A

Page 3 of 8

 

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
		5,968,953
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		5,968,953
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,968,953
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.8%
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 August 9, 2021, as reported in the 10-Q of Nocopi Technologies, Inc., filed with the Securities and Exchange Commission on August 11, 2021.

 

 

CUSIP No. 655212207

13D/A

Page 4 of 8

 

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
		639,886
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		639,886
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	639,886
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.9%
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 August 9, 2021, as reported in the 10-Q of Nocopi Technologies, Inc., filed with the Securities and Exchange Commission on August 11, 2021.

 

 

CUSIP No. 655212207

13D/A

Page 5 of 8

 

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 3.

Source and amount of Funds or Other Consideration

 

The Common Stock of the Issuer was acquired in open market purchases with working capital of CCP and the uncommitted cash of separately managed accounts (“SMA”). The amount of funds expended, excluding commissions, to acquire the shares held by CCP is $973,408, for the SMAs is $17,270 and for Mr. Eriksen, including spouse’s IRA, is $104,964.

 

Item 4.

Purpose of Transaction

 

The Reporting Person acquired shares of Nocopi Technologies for investment purposes.

 

 

CUSIP No. 655212207

13D/A

Page 6 of 8

 

ECM believes companies should practice good governance. According to SEC filings, Nocopi has not held an annual meeting since 1999. It appears that other than the CEO over twenty years ago, none of its directors have ever been approved by shareholders. The share price is roughly the same as it was when the current CEO took over more than twenty years ago. In 2018, a shareholder group representing 20% of the shares of the company filed a 13D noting many of these same concerns. Instead of holding an annual meeting, the company responded by changing its bylaws in order to make it incredibly difficult for shareholders to nominate directors. We find this kind of behavior unacceptable.

 

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; (4) soliciting proxies to call a special meeting of stockholders in order to remove directors and modify the Corporation’s bylaws; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

 

Item 5.

Interest in Securities of the Issuer

 

The following list sets forth the aggregate number and percentage (based on 67,495,055 shares of Common Stock outstanding on August 9, 2021, as reported in the 10-Q of the Issuer filed with the Securities and Exchange Commission on August 11, 2021) of outstanding shares of Common Stock owned beneficially by the Reporting Persons.

 

Name		No. of Shares				Percent of Class
Cedar Creek Partners LLC (1)			5,968,953				8.8	%
Separately Managed Accounts (2)			107,500				0.2	%
Tim Eriksen (3)			639,886				0.9	%
Total			6,716,339				10.0	%

  

(1)	These shares are owned by CCP, an investment partnership, for which ECM is Managing Member, and acts as the discretionary portfolio manager.

 

 

CUSIP No. 655212207

13D/A

Page 7 of 8

 

(2)	These shares are owned by investment clients of ECM, who are also responsible to vote the shares. ECM does not own these shares directly, but by virtue of ECM’s Investment Advisory Agreement with the clients of ECM, each may be deemed to beneficially own Shares by reason of their power to dispose of such Shares. ECM disclaims beneficial ownership of such Shares.
(3)	These shares are owned by Mr. Eriksen in his individual capacity.

 

The following table sets forth all transactions with respect to the Common Stock effected by Reporting Persons since Amendment No. 1 was filed.

 

		Date		Shares		Buy/Sell		Price
Cedar Creek Partners		7/22/2021		90,400		Buy		0.2100
Cedar Creek Partners		7/23/2021		55,200		Buy		0.1980
Cedar Creek Partners		7/26/2021		11,749		Buy		0.1950
Cedar Creek Partners		7/27/2021		190,000		Buy		0.2112
Cedar Creek Partners		8/2/2021		50,910		Buy		0.2190
Cedar Creek Partners		8/4/2021		7,500		Buy		0.2150
Cedar Creek Partners		8/5/2021		34,010		Buy		0.2132
Cedar Creek Partners		8/6/2021		61,000		Buy		0.2150
Cedar Creek Partners		8/9/2021		149,080		Buy		0.2100
Cedar Creek Partners		8/12/2021		20,000		Buy		0.2040
Cedar Creek Partners		8/16/2021		320,000		Buy		0.2150
		Date		Shares		Buy/Sell		Price
Tim Eriksen IRA		8/12/2021		45,000		Buy		0.2000
		Date		Shares		Buy/Sell		Price
Tim Eriksen Beneficiary IRA		8/12/2021		24,000		Buy		0.2000

  

Item 6.

Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

 

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.

 

 

CUSIP No. 655212207

13D/A

Page 8 of 8

 

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: August 16, 2021

	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