Filing Details
- Accession Number:
- 0001654954-21-011881
- Form Type:
- 13D Filing
- Publication Date:
- 2021-11-09 19:00:00
- Filed By:
- Eriksen Capital Management Llc
- Company:
- Nocopi Technologies Inc (OTCMKTS:NNUP)
- Filing Date:
- 2021-11-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ERIKSEN CAPITAL MANAGEMENT | 6,821,839 | 0 | 6,821,839 | 0 | 6,821,839 | 10.1% |
| CEDAR CREEK PARTNERS | 6,073,953 | 0 | 6,073,953 | 0 | 6,073,953 | 9.0% |
| TIM ERIKSEN | 639,886 | 0 | 639,886 | 0 | 639,886 | 0.9% |
Filing
|
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
|
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)* | |
| Nocopi
Technologies, Inc. | |
|
(Name of Issuer) | |
| Common
Stock, par value $.01 per share | |
|
(Title of Class of Securities) | |
| 655212207 | |
|
(CUSIP Number) | |
| Tim
EriksenEriksen Capital Management LLC8695 Glendale RoadCuster, WA
98240(360) 354-3331 | |
|
(Name, Address and Telephone Number of PersonAuthorized to Receive
Notices and Communications) | |
|
November 9, 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). | |
| 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 REPORTINGPERSON
WITH |
7. SOLE
VOTING POWER 6,821,839 | | |||||
|
8. SHARED
VOTING POWER 0 | |||||||
|
9. SOLE
DISPOSITIVE POWER 6,821,839 | | | |||||
|
10.
SHARED DISPOSITIVE
POWER 0 | |||||||
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 6,821,839 | |||||||
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* | | ||||||
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% | |||||||
|
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.
| 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 REPORTINGPERSON
WITH |
7. SOLE
VOTING POWER 6,073,953 | | |||||
|
8. SHARED
VOTING POWER 0 | |||||||
|
9. SOLE
DISPOSITIVE POWER 6,073,953 | | | |||||
|
10. SHARED
DISPOSITIVE POWER 0 | |||||||
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 6,073,953 | |||||||
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* | ☐ | ||||||
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% | |||||||
|
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.
| 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 REPORTINGPERSON
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.
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
shares of Common Stock were acquired in open market purchases with
the working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business
and may constitute uncommitted cash of SMAs) or personal funds, as
applicable, of the applicable Reporting Person. The aggregate
purchase price, excluding commissions, of the 6,073,953 shares of
Common Stock owned by CCP was $995,983; of the 108,000 shares of
Common Stock owned by ECM (on behalf of SMAs) was $17,270; of the
639,886 shares of Common Stock owned by Mr. Eriksen (including
through his spouse’s IRA) was $104,964.
Item
4.
Purpose
of Transaction
The
Reporting Person acquired shares of Nocopi Technologies for
investment purposes.
In
pursuing its 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
the Issuer’s Board of Directors (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) proposing or pursuing changes to
the Board or the Issuer’s organization documents; 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.
On
August 24, 2021 CCP delivered to Nocopi a written request to call a
special meeting of the shareholders of Nocopi. The request was
signed by shareholders representing in excess of 25% of the
outstanding shares. The Board rejected the request as failing to
comply with the Issuer’s bylaws. We strongly disagree with
the Board’s attempt to reject our validly called special
meeting.
On
October 28, 2021 the Board, without approval by shareholders,
adopted resolutions to classify the Board. This move could be used
to prevent shareholders from voting on some of the existing
directors for two additional years. The bylaw changes also limited
or stripped the rights of shareholders to remove directors, change
the size of the Board, and fill vacancies on the Board. We believe
every one of these changes is contrary to good corporate
governance.
On
November 9, 2021, CPP issued a press release entitled
“Largest Shareholder of Nocopi Technologies Objects to Board
Entrenchment.” A copy of the release is attached as Exhibit 3
and is incorporated by reference
Item
5.
Interest
in Securities of the Issuer
(a) and
(b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11
and 13 on the cover pages of this Statement are incorporated by
reference. The following 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 Form 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) | 6,073,953 | 9.0% |
| SMAs
(2) | 108,000 | 0.2% |
| Tim
Eriksen (3) | 639,886 | 0.9% |
| Total | 6,821,839 | 10.1% |
(1)
CCP is an
investment partnership for which ECM is Managing Member and acts as
the discretionary portfolio manager.
(2)
Shares held by the
SMAs 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, ECM may be deemed to beneficially own these shares by
reason of its power to dispose of such Shares. ECM, CCP and Mr.
Eriksen disclaim beneficial ownership of these shares.
(3)
These shares are
owned by Mr. Eriksen in his individual capacity.
Each
Reporting Person may be deemed to be a member of a
“group” with the other Reporting Persons for the
purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. As such, each Reporting Person may be deemed to
be the beneficial owner of the shares of Common Stock directly
owned by the other Reporting Persons. Each Reporting Person
disclaims beneficial ownership of such shares except to the extent
of his or its pecuniary interest therein.
(c)
There have been no transactions with respect to the Common Stock
effected by Reporting Persons since Amendment No. 3 was
filed.
(d) No
other person is known to the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock covered
by this Statement.
(e) Not
applicable.
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.
Exhibit
1 Joint
Filing Agreement*
Exhibit
2 Press
Release, dated August 26, 2021*
Exhibit
3 Press
Release, dated November 9, 2021
______________________
*
Previously filed.
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:
November 9, 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 | | |
| | | | |
| | By: | /s/
TIM
ERIKSEN | |
| | | TIM
ERIKSEN | |
| | | | |