Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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NOCOPI TECHNOLOGIES INC/MD/ (Name of Issuer) |
Common stock of the Company, par value $0.01 per share ("Common Shares") (Title of Class of Securities) |
655213106 (CUSIP Number) |
Phillip Frost, M.D. Frost Gamma Investments Trust, 4400 Biscayne Blvd, Suite 1500 Miami, FL, 33137 305-575-6015 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/06/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 655213106 |
| 1 |
Name of reporting person
Phillip Frost, M.D. | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,467,782.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 1,467,782 Common Shares held by Frost Gamma Investments Trust ("FGIT"). Dr. Phillip Frost is the trustee of FGIT. Based on 10,792,913 Common Shares outstanding, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025.
SCHEDULE 13D
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| CUSIP No. | 655213106 |
| 1 |
Name of reporting person
Frost Gamma Investments Trust | ||||||||
| 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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,467,782.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 1,467,782 Common Shares held by FGIT. Dr. Phillip Frost is the trustee of FGIT. Based on 10,792,913 Common Shares outstanding, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock of the Company, par value $0.01 per share ("Common Shares") | |
| (b) | Name of Issuer:
NOCOPI TECHNOLOGIES INC/MD/ | |
| (c) | Address of Issuer's Principal Executive Offices:
480 Shoemaker Road, Suite 104, King of Prussia,
PENNSYLVANIA
, 19406. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D filed on September 15, 2023 (the "Original Schedule 13D"). This Amendment relates to the common stock, par value $0.01 per share ("Common Shares"), of Nocopi Technologies, Inc., a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 480 Shoemaker Road, Suite 104, King of Prussia, PA 19406. Unless otherwise amended below pursuant to this Amendment, the information provided in the Original Schedule 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information provided in Item 5 of this Amendment is incorporated by reference to this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is amended by adding the following paragraph to the end of the item: This Amendment is being filed to report the acquisition of Common Shares reported in Item 5(c) that resulted in a more than 1 percent change in beneficial ownership. The disclosure regarding the purchase in Item 5(c) below is incorporated herein by reference. The Common Shares were acquired for investment purposes and the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is deleted in its entirety and replaced with the following text: (a)(b) FGIT holds 1,467,782 Common Shares, or approximately 13.6% of the Issuer's issued and outstanding shares, based on 10,792,913 Common Shares outstanding, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025. Except as set forth below, all previous Items are unchanged. Dr. Phillip Frost is the trustee of FGIT. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of FGIT. Dr. Phillip Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Phillip Frost is the sole shareholder of Frost-Nevada Corporation. As a result of the foregoing, Dr. Phillip Frost is also considered beneficial owner of the securities owned by FGIT. Dr. Phillip Frost disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. | |
| (c) | (c) During the past 60 days, the Reporting Person engaged in the following transaction in Common Shares: On June 6, 2025, FGIT acquired 195,852 Common Shares for a purchase price of $1.10 per share from a non-affiliate shareholder of the Issuer in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended. | |
| 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.
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