Companies › NNUP

NNUP 10-K & 10-Q changes, risk factors and insider trading

Nocopi Technologies Inc. · OTC · Games, Toys & Children's Vehicles (No Dolls & Bicycles) · CIK 888981 · All filings on SEC.gov

Everything below is quoted or computed from Nocopi Technologies Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

5 / 6risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
3Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

Jump to: Annual report (10-K) · Quarterly report (10-Q) · Insider transactions · 13F holders

What changed in the latest 10-K

Comparing 10-K filed 2026-03-31 (period ending 2025-12-31) with 10-K filed 2025-03-25 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

5new paragraphs
6removed paragraphs
13reworded paragraphs
5,172 → 5,226words in section

New heading “If we fail to maintain an effective internal control environment as well as adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price.”

Removed heading “If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.”

Removed heading “We may have undetected material weakness in internal controls.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: material weakness, investigation, sanction
“The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. …”
see in full comparison
Removed text topics: material weakness, investigation, sanction
“The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, the effectiveness of our internal control over financial reporting. …”
see in full comparison
Removed text topics: material weakness
“We may have undetected material weakness in internal controls.”
see in full comparison
Removed text topics: material weakness, securities and exchange commission
“Our annual report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our Company to provide only management’s attestation in this annual report. As a result, a material weakness in our internal controls may remain undetected for a longer period.”
see in full comparison
Removed text topics: regulation
“If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.”
see in full comparison
New text topics: artificial intelligence, ai, regulation
“As with many innovations, artificial intelligence (or “AI”) presents risks, challenges, and unintended consequences that could affect its adoption, and therefore our business. AI algorithms and training methodologies may be flawed, ineffective or inadequate. The rapid evolution of AI, particularly the anticipated government regulation of AI, could require significant resources for compliance, whether in the development, testing or maintenance of such systems or software. …”
see in full comparison
Full comparison: every changed paragraph (24)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We are dependent on our licensees to develop new products and markets that will generate increases in its licensing and product revenues. The inability of our licensees to maintain at least current levels of sales of products utilizing our technologies could adversely affect our operating results and cash flow. To the extent that our licensees are adversely affected by negative economic conditions, our revenues may also be negatively impacted. We derive a significant percentage of our revenues through licensing relationships with two major customers. Revenues obtained directly from these customers and indirectly, through theour customers’ third party licensed printers, equaled approximately 22%80% of our Company’s revenues in 2024.2025. Receivables from these two licensees and their third party authorized printers were approximately 84%93% of our Company’s net accounts receivable at December 31 2024.2025. One of theour license agreements expires in 2028 and contains guaranteed minimum royalties, which historically are met. The other license agreement expires in 2027. Both license agreements contain renewal options; but there can be no assurances that one or both of the licenses will continue in force at the same or more favorable terms beyond their current termination dates, nor can there be any assurances that the relationships with these two licensees will generate increased revenues for our Company in the future.

Reworded

Our management believes that any significant improvement in our Company’s cash flow must result from increases in revenues from traditional sources and from new revenue sources, potentially including acquired businesses. Our Company’s ability to develop new revenues may depend on the extent of its marketing activities, acquisition activities and its research and development activities, all of which are limited. We cannot assure you that the resources that our Company can devote to marketing, finding suitable acquisitions and to research and development will be sufficient to increase its revenues to levels that will enable it to maintain positive operating cash flow in the future.

Reworded

We are actively evaluating business acquisitions that we believe could complement or expand our existing product and service offerings. From time to time, we may enter into letters of intent with companies with which we are negotiating potential acquisitions or as to which we are conducting due diligence. Although we are currently not a party to any binding definitive agreement with respect to potential business acquisitions, we may enter into these types of arrangements in the future, which could materially decrease theour amount of our available cash or require us us to seek additional equity or debt financing. We have limited experience in successfully acquiring and integrating businesses, products and technologies. We may not be successful in negotiating the terms of any potential acquisition, conducting thorough due diligence, financing the acquisition or effectively integrating the acquired business, product or technology into our existing business and operations. Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality regulatory compliance practices, revenue recognition or other accounting practices, or employee or customer issues. We may encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures.

Reworded

Additionally, in connection with any business acquisitions we complete, we may not achieve the synergies or other benefits we expectedexpect to achieve, and we may incur write-downs, impairment charges or unforeseen liabilities that could negatively affect our operating results or financial position or could otherwise harm our business. If we finance acquisitions using existing cash, the reduction of our available cash could cause us to face liquidity issues or cause other unanticipated problems in the future. If we finance acquisitions by issuing equity securities, the ownership interest of our existing stockholders may be diluted, which could adversely affect the market price of our stock. Further, contemplating or completing an acquisition and integrating an acquired business could divert management and employee time and resources from other matters.

Reworded

We use a large volume of or raw materials. From time to time, theour Company is required to pay cash in advance of shipment to certain of its suppliers. TheOur inability to obtain materials on a timely basis and the possibility that certain vendors may permanently discontinue supplying our Company with needed products and services may result in delayed shipments to customers and further impact our Company’s ability to service its customers, thereby adversely affecting our Company’s relationships with its customers and licensees. We cannot assure you that our Company will be able to maintain its vendor relationships in an acceptable manner.

Reworded

Our Company’s revenues, which are derived primarily from licensing and sales of products incorporating its technologies as well as royalties from these products, are difficult to forecast; such forecasting difficulty is due to, among other reasons, the long sales cycle of our Company’s technologies, the potential for customer delay or deferral of implementation of our Company’s technologies, the size and timing of inception of individual license agreements, the success of our Company’s licensees and strategic partners in exploiting the market for theour licensed products, modifications of customer budgets, and uneven patterns of royalty revenue and product orders. As our revenue base is not substantial, delays in the finalization of license contracts, the implementation of theour technology to initiate the revenue stream and the ordering decisions of customers can have a material adverse effect on our Company’s quarterly and annual revenue expectations. As our operating expenses are substantially fixed, income expectations will be subject to a similar adverse outcome. As licensees for the entertainment and toy products markets are added, the predictability of our Company’s revenue stream may be further impacted.

Reworded

Our Company’s revenue is susceptible to changes in general economic conditions. Our sales, liquidity and overall results of operations may be negatively affected by decreasing consumer confidence, slowdowns in consumer spending or other downturns in the U.S. economy as a whole or in any geographic markets from which we derive revenue. In addition, these factors may result in decreased customer and licensee demand for our products and may negatively impact our ability to develop new customers and licensees. Due to uncertainties surrounding the worldwide economy, including the Russia-Ukraine war and related supply chain disruptions, we are unable to predict the effect of such conditions on our customers and licensees. Consequently, we cannot predict the scope or magnitude of the negative effect resulting from ongoing global financial uncertainties or economic slowdowns.

Reworded

We depend on information technology, including public websites and cloud-based services, for many activities important to our business. If we do not allocate and effectively manage theour resources necessary to build and sustain our information technology infrastructure, if we fail to timely identify or appropriately respond to cybersecurity incidents, or if our information systems are damaged, destroyed or shut down (whether as a result of natural disasters, fires (either directly or through smoke damage), power outages, acts of terrorism or other catastrophic events, network outages, software, equipment or telecommunications failures, user errors, or from deliberate cyberattacks such as malicious or disruptive software, denial of service attacks, malicious social engineering, hackers or otherwise), our business could be disrupted and we could be subject to: transaction errors; processing inefficiencies; the loss of, or failure to attract, new customers; theour loss of revenues from unauthorized use, acquisition or disclosure of or access to confidential information; the loss of or damage to intellectual property or trade secrets, including the loss or unauthorized disclosure of sensitive data, confidential information or other assets; damage to our reputation; litigation; regulatory enforcement actions; violation of data privacy, security or other laws and regulations; and remediation costs.

Added

As with many innovations, artificial intelligence (or “AI”) presents risks, challenges, and unintended consequences that could affect its adoption, and therefore our business. AI algorithms and training methodologies may be flawed, ineffective or inadequate. The rapid evolution of AI, particularly the anticipated government regulation of AI, could require significant resources for compliance, whether in the development, testing or maintenance of such systems or software. AI development or deployment practices by us or third-party providers could increase vulnerability to cybersecurity risks and require additional resources to implement heightened cybersecurity measures to protect the security of our data. These deficiencies and other failures of any potential AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

Added

If we fail to maintain an effective internal control environment as well as adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price.

Added

We are required to maintain proper internal control over our financial reporting and adequate controls related to our disclosures. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. If we fail to maintain adequate controls, our business, the results of operations, financial condition or the value of our stock may be adversely impacted.

Added

If the Company fails to establish and maintain an effective control environment or ICFR, the Company’s consolidated financial statements may contain material misstatements and it could be required to revise or restate its financial results, which could materially and adversely affect the Company’s business, results of operations and financial condition, restrict its ability to access the capital markets, require it to expend significant resources to remediate any such weakness, subject it to fines, penalties or judgments, harm its reputation or otherwise cause a decline in investor confidence, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Reworded

We are a small public company and the requirements of being a public company are a strain on ourthe systems and resources, are a diversion to management’s attention, and are costly.

Reworded

As a public company, we we are subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The requirements of these rules and regulations increase ourthe legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and may also place strain on our personnel, systems and resources.

Added

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting. Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, investor perceptions of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results.

Removed

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing the costly process of implementing and testing our systems to report our results as a public company, to continue to manage our growth and to implement internal controls. We are and will continue to be required to implement and maintain various other control and business systems related to our equity, finance, treasury, information technology, other recordkeeping systems and other operations. As a result of this implementation and maintenance, management’s attention may be diverted from other business concerns, which could adversely affect our business.

Removed

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Removed

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). We expect that compliance with these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

Removed

The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, Section 404 of the Sarbanes-Oxley Act, (Section 404), requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, the effectiveness of our internal control over financial reporting. Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, investor perceptions of our Company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results.

Removed

We may have undetected material weakness in internal controls.

Removed

Our annual report does not include an attestation report of our Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our Company to provide only management’s attestation in this annual report. As a result, a material weakness in our internal controls may remain undetected for a longer period.

Reworded

Provisions in theour Company’s charter and bylaws may delay or prevent an acquisition of theour Company by a third party.

Reworded

TheOur Company’s charter, bylaws and Maryland law contain provisions that could make it more difficult for a third party to acquire theour Company without the consent of our Board.board of directors (the “Board”). Additionally, these provisions could lower the price that future investors might be willing to pay for shares of our common stock. These anti-takeover provisions:

Reworded

Also, under Maryland law, law, business combinations, including mergers, consolidations, share exchanges, or, in circumstances specified in the statute, asset transfers or issuances or reclassifications of equity securities, between theour Company and any interested stockholder, generally defined as any person who beneficially owns, directly or indirectly, 10% or more of theour Company’s common stock, or any affiliate of an interested stockholder are prohibited for a five-year period, beginning on the most recent date such person became an interested stockholder. After this period, a combination of this type must be approved by two super-majority stockholder votes, unless common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The statute permits various exemptions from its provisions, including business combinations that are exempted by ourthe Board prior to the time that the interested stockholder becomes an interested stockholder.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

3new paragraphs
2removed paragraphs
21reworded paragraphs
2,888 → 3,001words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: securities and exchange commission, regulation
“In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09, Income Taxes (Topic 740). The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. …”
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

Our Company’s total overhead expenses increaseddecreased in 20242025 compared to 2023,2024, our Company’s net interest income increaseddecreased in 20242025 compared to 20232024 and our Company’s Company’sother income tax benefit decreased in 20242025 compared to 2023.2024. The Company had a decrease in stock-based compensation of approximately $2,606,600 in 2025 when compared to 2024. As a result of these factors, our Company generated a net loss of $2,678,900$154,900 in 20242025 compared to a net loss of $1,435,900$2,678,900 in 2023.2024. Our Company had positive operating cash flow of $594,800$713,900 in 2024.2025. At December 31, 2025, our Company had working capital of $12,711,800 and stockholders’ equity of $13,603,800. For the full year of 2024, our Company had a net loss of $2,678,900 and had positive operating cash flow of $594,800. At December 31, 2024, our Company had working capital of $12,388,300 and stockholders’ equity of $13,639,800. For the full year of 2023, our Company had a net loss of $1,435,900 and had negative operating cash flow of $19,300. At December 31, 2023, our Company had working capital of $10,618,500 and stockholders’ equity of $12,382,500.$12,048,500.
see in full comparison
Removed text
“In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update were extended by ASU No. …”
see in full comparison
Removed text
“In November 2018, our Company negotiated a $150,000 revolving line of credit (“Line of Credit”) with a bank to provide a source of working capital, if required. The Line of Credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The Line of Credit is subject to an annual review and quiet period. There have been no borrowings under the Line of Credit since its inception and the Line of Credit was terminated on July 13, 2023.”
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

General and administrative expenses increased to $3,900,000 in 2024 from $2,538,300 in 2023. The increase in 2024 compared to 2023 is due primarily to higher stock-based compensation and employee related expenses and higher public company related expenses, There was no income tax expense expense (benefit) reflected in the results of operations for 2025 and 2024. Income tax benefit in 2023 resulted from reversing tax accruals. As of December 31, 20242025 and 2023,2024, theour Company had federal net operating loss carry forwards of $707,000$804,000 and $126,000$707,000 respectively, and state net operating loss carryforwards of $2,568,000$3,176,000 and $1,757,000, $2,568,000, respectively, which may be used to offset future taxable income. The remaining federal NOL's will not expire but will be limited to 80% of taxable income. Pennsylvania NOL's started to to expire in 2024, with $1,307,000 expiring by 2032. The remaining Pennsylvania NOL's expire in 20 years. Florida NOL's will not expire.
see in full comparison
Reworded

Paragraph as it now reads, with added and removed wording marked:

Licenses, royalties and fees decreasedincreased in 20242025 by approximately 9%,18%, or $51,700,$93,600, to $511,500$605,100 from $563,200$511,500 in 2023.2024. The decreaseincrease in licenses, royalties and fees in 20242025 compared to 20232024 is due primarily to a new license which commenced on June 1, 2025 and a renewal of an existing license on January 1, 2025 offset by lower royalties from our Company’s licensees in entertainment and toy products market. Additionally, our Company negotiated a renewal of a license in the fourth quarter of 2024, commencing January 1, 2025 and terminating December 31, 2026 . We cannot assure you that the marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for our Company beyond those achieved in 2024,, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions presently being experienced.
see in full comparison
Full comparison: every changed paragraph (26)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The information in this this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. OurThe actual results may differ significantly from management’s expectations.

Reworded

Nocopi Technologies, Inc. Inc. develops and markets specialty reactive inks for multiple applications across various industries. Our specialty inks are used by our customers for a range of purposes from bringing entertainment products to life with a variety of color activations to providing document and brand authentication for security purposes aimed at reducing losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion. Our primary markets are the large educational and toy products industry and the document and product authentication industry. We derive our revenues primarily from licensing our technologies on an exclusive or non-exclusive basis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies to theour licensees or to their licensed printers.

Reworded

Our Company’s revenues are derived from (a) royalties paid by licensees of our technologies, (b) fees for the provision of technical services to licensees and (c) from the direct sale of (i) products incorporating our technologies, such as inks, security paper and pressure sensitive labels, and (ii) equipment used to support the application of our technologies, such as ink-jet printing systems. Royalties consist of guaranteed minimum royalties payable by our licensees in certain cases and additional royalties which typically vary with the licensee’s sales or production of products incorporating theour licensed technology. Service fees and sales revenues vary directly with the number of units of service or product provided.

Reworded

Both the absolute amount of our Company’s revenues and the mix among the various sources of revenue are subject to substantial fluctuation. We have a relatively small number of substantial customers rather than a large number of small customers. Accordingly, changes in the revenue received from a significant customer can have a substantial effect on our Company’s total revenue, revenue mix and overall financial performance. Such changes may result from a substantial customer’s product development delays, engineering changes, changes in product marketing strategies, production requirements and the like. . In addition, certain customers have, from time to time, sought to renegotiate certain provisions of their license agreements and, when our Company agrees to revise such terms, revenues from the customer may be adversely affected.

Reworded

Revenues for 20242025 were $2,117,800,$1,493,800, ana increasedecrease of approximately 2%,29%, or $33,900,$624,000, from $2,083,900$2,117,800 in 2023.2024.

Reworded

Licenses, royalties and fees decreasedincreased in 20242025 by approximately 9%,18%, or $51,700,$93,600, to $511,500$605,100 from $563,200$511,500 in 2023.2024. The decreaseincrease in licenses, royalties and fees in 20242025 compared to 20232024 is due primarily to a new license which commenced on June 1, 2025 and a renewal of an existing license on January 1, 2025 offset by lower royalties from our Company’s licensees in entertainment and toy products market. Additionally, our Company negotiated a renewal of a license in the fourth quarter of 2024, commencing January 1, 2025 and terminating December 31, 2026 . We cannot assure you that the marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for our Company beyond those achieved in 2024,, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions presently being experienced.

Reworded

Product and other sales increaseddecreased by $85,600,$717,600, or approximately 6%,45%, to $888,700 in 2025 from $1,606,300 in 2024 from $1,520,700 in 2023.2024. The higherlower level of ink sales in 20242025 compared to 20232024 is due primarily to higherlower ink shipments to the third party authorized printer used by two of our Company’s major licensees in the entertainment and toy products market. Sales of ink to the licensed printers of its licensees in the entertainment and toy products market were approximately $119,200$722,500 higherlower in 20242025 compared to 2023.2024. Sales of security ink in 20242025 to our Company’s licensees in the the retail receipt and document fraud market decreasedincreased by approximately $22,700$3,100 compared to 2023.2024 .

Reworded

Our Company derived $2,008,700,$1,260,900, or approximately 95%84% of total revenues, from licensees and theirother licensed printers in the entertainment and toy products market in 20242025 compared to $1,906,300,$2,008,700, or approximately 91%95% of total revenues, in 2023.2024. The increasedecrease in revenues from ourthe licensees and theirother authorized printers in the entertainment and toy products market in 20242025 compared to 20232024 is due primarily to the higherlower ink shipments to the third party authorized printer used by two of our Company’s major licensees in the entertainment and toy products market. Our Company’s licensees in the entertainment and toy products market continue to develop new products for this market and improve theirother current offerings; however, theirother sales will be affected by marketplace reaction to the new and improved products, economic conditions that influence this market segment and the economy as a whole. Revenues that theour Company derives from these licensees will be similarly affected. We cannot assure you that the marketing and product development activities of licensees in the entertainment and toy products market will produce increased revenues for theour Company in future periods, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions presently being experienced.

Reworded

Our Company’s gross profit decreased to $1,100,300,$813,400, or approximately 52%54% of revenues, in 20242025 from $1,101,900,$1,100,300, or approximately 53%,52%, in 2023.2024. The lower gross profit in 20242025 compared to 2024 results primarily from lowerhigher gross revenues from licenses, royalties and fees offset in part by higherlower product product and other sales in 20242025 compared 2023.to 2024.

Reworded

Licenses, royalties and fees have historically carried a higher gross profit than product sales, which generally consist of supplies or other manufactured products that incorporate theour Company’s technologies or equipment used to support the application of its technologies. These items (except for inks which are manufactured by our Company) are generally purchased from third-party vendors and resold to the end-user or licensee and carry a lower gross profit than licenses, royalties and fees. The lower gross profit in 20242025 compared to 20232024 reflects lowerhigher gross revenues from licenses, royalties and fees offset in part by higherlower gross revenues from product and other sales in 20242025 compared to 2023.2024.

Reworded

As the variable component of cost of revenues related to licenses, royalties and fees is a low percentage of these revenues and the fixed component is not substantial, period to period changes in revenues from licenses, royalties and fees can significantly affect both gross profit from licenses, royalties and fees as well as overall gross profit. Due primarily to the lowerhigher revenues from licenses, royalties and fees in 20242025 compared to 2023,2024, the gross profit from licenses, royalties and fees decreasedincreased to approximately 57%74% of revenues from licenses, royalties and fees in 20242025 from approximately 62%57% in 2023.2024.

Reworded

The gross profit, expressed as a percentage of revenues, of product and other sales is dependent on both the overall sales volumes of product and other sales and on the mix of the specific goods produced and/or sold. The gross profit from product and other sales was approximately 50%41% of revenues in 20242025 and 2023.50% in 2024.

Reworded

Research and development expenses were $178,200$179,900 in 20242025 compared to $163,400$178,200 in 2023.2024. The increase in 20242025 compared to 20232024 resulted primarily from higher employee related expenses and rent & occupancy expenses in 20242025 compared to 2023.2024.

Reworded

Sales and marketing expenses were $322,400$282,600 in 20242025 compared to $270,800$322,400 in 2023.2024. The increasedecrease in 20242025 compared to 20232024 is due primarily to higherlower commission expense on the higherlower level of revenues in 2024 as well as an increase in rent & occupancy expenses.2025.

Added

General and administrative expenses decreased to $952,300 in 2025 from $3,900,000 in 2024. The decrease in 2025 compared to 2024 is due primarily to lower stock-based compensation and employee related expenses offset by higher rent & occupancy expenses.

Reworded

General and administrative expenses increased to $3,900,000 in 2024 from $2,538,300 in 2023. The increase in 2024 compared to 2023 is due primarily to higher stock-based compensation and employee related expenses and higher public company related expenses, There was no income tax expense expense (benefit) reflected in the results of operations for 2025 and 2024. Income tax benefit in 2023 resulted from reversing tax accruals. As of December 31, 20242025 and 2023,2024, theour Company had federal net operating loss carry forwards of $707,000$804,000 and $126,000$707,000 respectively, and state net operating loss carryforwards of $2,568,000$3,176,000 and $1,757,000, $2,568,000, respectively, which may be used to offset future taxable income. The remaining federal NOL's will not expire but will be limited to 80% of taxable income. Pennsylvania NOL's started to to expire in 2024, with $1,307,000 expiring by 2032. The remaining Pennsylvania NOL's expire in 20 years. Florida NOL's will not expire.

Added

Other income decreased to $446,500 in 2025 from $621,400 in 2024. The decrease is due to other income in 2024 of $84,000, which was receipt of the 2021 Employee Retention Tax Credit and a decrease in interest income.

Reworded

Our net (loss) of $2,678,900$154,900 in 20242025 compared to the net (loss) of $1,435,900$2,678,900 in 20232024 resulted primarily from a lower gross profit on a lower level of licenses,product royaltiesand andother feessales and by higherlower overhead expenses in 20242025 compared to 2023.2024.

Reworded

Our Company’s cash increased to $10,839,700$11,553,600 at December 31, 20242025 from $2,269,200$10,839,700 at December 31, 2023.2024. During 2024,2025, our Company provided $594,800$713,900 in its operating activities, provided $7,985,600 in its investing activities and used $9,900 for capital expenditures.activities.

Reworded

Our Company’s revenues increaseddecreased approximately 2%29% to $1,493,800 in 2025 from $2,117,800 in 2024 from $2,083,900 in 2023 primarily as a result of lowerhigher licensing revenue from theour Company’s licensees in the entertainment and toy products market.market and lower revenue from products and other sales. Our Company’s gross profit decreased increased approximately 1%2% to $813,400 in 2025 from $1,100,300 in 2024 from $1,101,900 in 2023 primarily as a result of lowerhigher license fees from ourthe licensees in the entertainment and toy products market.market and lower from product and other sales.

Reworded

Our Company’s total overhead expenses increaseddecreased in 20242025 compared to 2023,2024, our Company’s net interest income increaseddecreased in 20242025 compared to 20232024 and our Company’s Company’sother income tax benefit decreased in 20242025 compared to 2023.2024. The Company had a decrease in stock-based compensation of approximately $2,606,600 in 2025 when compared to 2024. As a result of these factors, our Company generated a net loss of $2,678,900$154,900 in 20242025 compared to a net loss of $1,435,900$2,678,900 in 2023.2024. Our Company had positive operating cash flow of $594,800$713,900 in 2024.2025. At December 31, 2025, our Company had working capital of $12,711,800 and stockholders’ equity of $13,603,800. For the full year of 2024, our Company had a net loss of $2,678,900 and had positive operating cash flow of $594,800. At December 31, 2024, our Company had working capital of $12,388,300 and stockholders’ equity of $13,639,800. For the full year of 2023, our Company had a net loss of $1,435,900 and had negative operating cash flow of $19,300. At December 31, 2023, our Company had working capital of $10,618,500 and stockholders’ equity of $12,382,500.$12,048,500.

Removed

In November 2018, our Company negotiated a $150,000 revolving line of credit (“Line of Credit”) with a bank to provide a source of working capital, if required. The Line of Credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The Line of Credit is subject to an annual review and quiet period. There have been no borrowings under the Line of Credit since its inception and the Line of Credit was terminated on July 13, 2023.

Reworded

Our plan of operation for for the twelve months beginning with the date of this annual report consists of concentrating available human and financial resources to continue to capitalize on the specific business relationships our Company has developed in the entertainment and toy products market. We believe our current cash and cash equivalents, as well as cash provided from our operating activities, is sufficient to meet our ongoing operations for the next 12 months. This includes two licensees that have been marketing products incorporating theour Company’s technologies since 2012. These two licensees maintain a significant presence in the entertainment and toy products market and are well known and highly regarded participants in this market. We anticipate that these two licensees will expand their current offerings that incorporate our technologies and will introduce and market new products that will incorporate our technologies available to them under their license agreements with our Company. We will continue to develop various applications for these licensees. We also plan to expand our licensee base in the entertainment and toy market. We currently have additional licensees marketing or developing products incorporating our technologies in certain geographic and niche markets of the overall entertainment and toy products market.

Reworded

We conduct our operations operations in leased facilities under a non-cancelable operating lease expiring inon MayDecember 2025.31, 2027. Future minimum lease payments under this operating lease at December 31, 20242025 are: $35,700.$88,700 for 2026 and $91,900 for 2027. Total rental expense under operating leases was $70,500$83,500 and $53,300$70,500 for the years ended December 31, 2024 2025 and December 31, 2023.2024, respectively.

Added

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09, Income Taxes (Topic 740). The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company adopted Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation, including additional disaggregation requirements prescribed by the standard.

Removed

In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update were extended by ASU No. 2019-10 and are effective for fiscal years beginning after December 15, 2022, including interim periods within fiscal years beginning after December 15, 2023. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance for credit losses is determined.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-13 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
1reworded paragraphs
29 → 29words in section

The section in the latest 10-Q reads in full:

Information about risk factors for the quarter ended June 30, 2026 does not differ materially from that set forth in Part I, Item 1A of the 2025 Annual Report.

Full comparison: every changed paragraph (1)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

Information about risk factors for the quarter ended MarchJune 31,30, 2026 does not differ materially from that set forth in Part I, Item 1A of the 2025 Annual Report.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

18new paragraphs
9removed paragraphs
8reworded paragraphs
2,689 → 2,929words in section

New heading “Recent Developments”

New heading “For the Three and Six months ended June 30, 2026, as compared to the Three and Six months ended June 30, 2025.”

New heading “Sources and Uses of Cash”

New heading “Net Cash Flow from Operating Activities”

New heading “Net Cash Flow used in Investing Activities”

New heading “Net Cash Flow from Financing Activities”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“For the Three and Six months ended June 30, 2026, as compared to the Three and Six months ended June 30, 2025.”
see in full comparison
New text
“Net Cash Flow used in Investing Activities”
see in full comparison
New text
“Net Cash Flow from Operating Activities”
see in full comparison
New text
“Net Cash Flow from Financing Activities”
see in full comparison
New text
“Sources and Uses of Cash”
see in full comparison
New text
“Recent Developments”
see in full comparison
Full comparison: every changed paragraph (35)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

Recent Developments

Added

On May 18, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Polymeric U.S., Inc. (“Polymeric” or the “Seller”), a Missouri corporation, and Savara Capital, a Mauritius limited company, and the sole shareholder of the Seller (the “Owner”) whereby the Seller and Owner agreed to sell its Polymeric’s business to a wholly owned subsidiary of the Company, Polymeric Nocopi, LLC (“Polymeric Nocopi”). Pursuant to the Asset Purchase Agreement, the Company acquired (the “Polymeric Acquisition”) substantially all the assets of Polymeric for an aggregate purchase consideration of $2,650,000, which consisted of (a) $1,900,000 in cash, subject to customary working capital adjustments and other reductions described below, (b) the assumption by the Company of certain specified liabilities of the Seller and (c) the issuance by the Company of 500,000 shares of Common Stock to the Seller. On the closing date, the Company delivered to the Seller $1,750,000, which represented the cash consideration portion of the purchase price, less the holdback amount of $150,000. Polymeric's business operations consist primarily of the manufacture and sale of screens and digital inks. Management believes the acquisition expands the Company's product offerings, manufacturing capabilities, customer relationships, and is expected to enhance future revenue opportunities and expand geographic footprint of the Company.

Added

For the Three and Six months ended June 30, 2026, as compared to the Three and Six months ended June 30, 2025.

Added

Total revenues for the three months ended June 30, 2026 were approximately $961,000 as compared to $360,000 for the three months ended June 30, 2025, an increase of $601,000 or approximately 167%. Total revenues for the six months ended June 30, 2026 were approximately $1,351,000 as compared to $839,000 for the six months ended June 30, 2025, an increase of $512,000, or 61%. The increase in total revenues is primarily comprised of the following:

Removed

Revenues for the first quarter of 2026 were $389,700 compared to $479,000 in the first quarter of 2025, a decrease of $89,300, or approximately 19%. Licenses, royalties and fees decreased by $89,600, or approximately 47%, in the first quarter of 2026 to $100,700 from $190,300 in the first quarter of 2025. The decrease in licenses, royalties and fees in the first quarter of 2026 compared to the first quarter of 2025 is due primarily to the renewal of one of our existing licenses in January 2025. We cannot assure you that the marketing and product development activities of the Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for the Company, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions presently being experienced.

Removed

Product and other sales increased by $300, or approximately 0.1%, to $289,000 in the first quarter of 2026 from $288,700 in the first quarter of 2025. Sales of ink increased in the first quarter of 2026 compared to the first quarter of 2025 due primarily to higher ink shipments to the third party authorized printer used by two of the Company’s major licensees in the entertainment and toy products market. In the first quarter of 2026, the Company derived revenues of approximately $375,700 from the Company’s licensees and their authorized printers in the entertainment and toy products market compared to revenues of approximately $354,900 in the first quarter of 2025.

Reworded

The Company’s gross profit decreasedincreased to $190,600,approximately $357,000 or approximately 49%37% of gross revenues, infor the firstthree quartermonths ofended June 30, 2026 from $273,700,approximately $192,000 or approximately 57%53% of gross revenues,revenues for the three months ended June 30, 2025, an approximately 16% decrease in thegross firstprofit percentage. The Company’s gross profit increased quarterto approximately $548,000 or 41% of 2025gross revenues for the six months ended June 30, 2026 from approximately 465,000 or 55% of gross revenues for the six months ended June 30, 2025, an approximately 14% decrease in gross profit percentage. The decrease in gross profit percentage is due to the decrease in licensesrevenues andfrom royalties. Licenses,licenses, royalties and fees havewhich has historically carried a higher gross profit than product and other sales, which generally consist of either supplies or other manufactured products which incorporate the Company’s technologies technologies or equipment used to support the application of its technologies. These product supplies and items (except for inks which are manufactured by by the Company) are generally purchased from third-party vendors and resold to the end-user or licensee and carry a lower gross profit than than licenses, royalties and fees.

Reworded

As the variable component of cost of revenues related to licenses, royalties and fees is a low percentage of these revenues and the fixed component is not substantial, period to period changes in revenues from licenses, royalties and fees can significantly affect both the gross profit from these sources as well as the Company’s overall gross profit. The gross profit from licenses, royalties and fees decreased to approximately 54%29% infor the firstthree quartermonths ofended June 30, 2026 from approximately 77%72% infor the firstthree quartermonths ofended June 30, 2025. The gross profit from licenses, royalties and fees decreased to approximately 44% for the six months ended June 30, 2026 from approximately 75% for the six months ended June 30, 2025.

Reworded

The gross profit of product and other sales, expressed as a percentage of revenues, is dependent on both the overall sales volumes of product and other sales and on the mix of the specific goods produced and/or sold. Primarily due to higher sales of ink and other products and the overall mix in the first quarter of 2026 compared to the first quarter of 2025, there was a higherThe gross profit from product and other sales ofdecreased to approximately 47%38% of revenues infor the firstthree months ended June quarter of30, 2026 comparedfrom toapproximately a41% for the three months ended June 30, 2025. The gross profit offrom product and other sales decreased to approximately 40% for the six months ended June 30, 2026 from approximately 44%43% of revenues infor the firstsix quartermonths ofended June 30, 2025.

Added

Total operating expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were approximately $925,000 and $364,000, respectively. Total operating expenses for the six months ended June 30, 2026, as compared to the three months ended June 30, 2025, were approximately $1,277,000 and $724,000, respectively. The increase in total operating expenses primarily comprised of the following:

Added

We reported other income, net of approximately $96,000 and $114,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately $195,000 and $225,000 for the six months ended June 30, 2026 and 2025, respectively. The decrease in interest income is the direct result of having a lower cash balance for both periods in 2026 as compared to the prior period of 2025.

Removed

Research and development expenses increased in the first quarter of 2026 to $55,800 compared to $45,000 in the first quarter of 2025 due primarily to higher lab expenses in the first quarter of 2026 compared to the first quarter of 2025.

Removed

Sales and marketing expenses decreased to $74,500 in the first quarter of 2026 from $91,000 in the first quarter of 2025 due primarily to lower commission expense on the lower level of revenues in the first quarter of 2026 compared to the first quarter of 2025.

Removed

General and administrative expenses decreased in the first quarter of 2026 to $221,800 compared to $223,500 in the first quarter of 2025 due primarily to higher stock-based compensation, lower professional fees, and higher employee related expenses in the first quarter of 2026 compared to the first quarter of 2025.

Reworded

For the firstthree quarterand ofsix months ended June 30, 2026 and 2025, there was were no income tax benefit for the net (loss) income for the first quarter of 2026 and 2025 due to the recording of a full valuation allowance since it is more likely than not that that the realization of the net deferred tax assets would not be realized. Income taxes in the first quarter of 2025 include federal and state income taxes. The state income taxes result from limitations placed on income tax net operating loss deductions by the Commonwealth of Pennsylvania.

Added

Net loss increased to approximately $472,000 for the three months ended June 30, 2026 as compared to a net loss of $59,000 for the three months ended June 30, 2025. Net loss increased to approximately $534,000 for the six months ended June 30, 2026 as compared to a net loss of $33,000 for the six months ended June 30, 2025. The change relates to the factors discussed above.

Removed

The net loss of $62,300 in the first quarter of 2026 compared to the net income of $25,500 in the first quarter of 2025 resulted primarily from a lower level of licenses, royalties and fees in combination with lower quarterly operating expenses, as well as the positive other income generated in the first quarter of 2026, when compared to the first quarter of 2025.

Added

The Company’s cash decreased to approximately $10,687,000 at June 30, 2026 from $11,553,600 at December 31, 2025.

Added

The following table summarizes total current assets, liabilities and working capital at June 30, 2026, compared to December 31, 2025, and the changes between those periods:

Added

Sources and Uses of Cash

Added

Net Cash Flow from Operating Activities

Added

For the six months ended June 30, 2026, net cash provided by operating activities was approximately $297,000 due to our net loss of approximately $534,000 offset primarily by non-cash charges of stock-based compensation of approximately $70,000, depreciation of $13,000, amortization of $4,000 and amortization of right of use assets of $66,000. Net changes in operating assets and liabilities totaled approximately $682,000, which is primarily attributable to a decrease in long-term receivables of approximately $270,000, increase in accounts payable of $239,000 and stock subscription payable of $99,000, and decrease in operating lease liability of $64,000.

Added

For the six months ended June 30, 2025, net cash provided by operating activities was approximately $455,000 due to our net loss of approximately $33,000 offset primarily by non-cash charges of stock- based compensation of approximately $48,000, depreciation of $3,000, and amortization of right of use assets of $39,000. Net changes in operating assets and liabilities totaled approximately $398,000, which is primarily attributable to a decrease in long-term receivables of approximately $219,000, increase in accounts payable of $87,000 and decrease in operating lease liability of $34,000.

Added

Net Cash Flow used in Investing Activities

Added

Net cash used in investing activities was approximately $1,764,000 for the six months ended June 30, 2026, related to purchase of equipment of approximately $14,000 and the acquisition of Polymeric business for $1,750,000 compared to $0 in the same period of 2025.

Added

Net Cash Flow from Financing Activities

Added

Net cash provided by financing activities was approximately $600,000 for the six months ended June 30, 2026, related to proceeds received from the sale of our common stock for $600,000 as compared to $0 in the same period of 2025.

Removed

During the first quarter of 2026, the Company’s cash increased to $11,913,000 at March 31, 2026 from $11,553,600 at December 31, 2025. During the first quarter of 2026, the Company used $27,000 and $13,600 from its operating activities and investing activities, respectively, and generated $400,000 from financing activities. During the first quarter of 2025, the Company’s cash increased to $11,209,400 at March 31, 2025 from $10,839,700 at December 31, 2024. During the first quarter of 2025, the Company generated $369,700 from its operating activities.

Removed

During the first quarter of 2026, the Company’s revenues decreased approximately 19% primarily as a result of lower licenses, royalties and fees revenue in the entertainment and toy products market. Our total overhead expenses decreased in the first quarter of 2026 to $352,100 compared to $359,500 in the first quarter of 2025, and the Company’s interest income decreased in the first quarter of 2026 compared to the first quarter of 2025. As a result of these factors, the Company had a net loss of $62,300 in the first quarter of 2026 compared to net income of $25,500 in the first quarter of 2025. The Company had negative operating cash flow of $27,000 during the first quarter of 2026. At March 31, 2026, the Company had working capital of $13,257,700 and stockholders’ equity of $13,949,000. For the three months ended March 31,2026, the Company had a net loss of $62,300 and had negative operating cash flow of $27,000. At March 31, 2025, the Company had working capital of $12,526,100 and stockholders’ equity of $13,667,300.

Reworded

Our plan of operationoperations for the next twelve months beginning withfollowing the date of this Quarterly Report on Form 10-Q consists of concentrating available human and financial resources to continue to capitalize on the specific business relationships the Company has developed in the entertainment and toy products market. Based on our current operating plan, we believe that our existing cash resources will be able to fund our planned operations for the next twelve months. This includes two licensees that have been marketing products incorporating the Company’s technologies since 2012. These two licensees maintain a significant presence in the entertainment and toy products market and are well known and highly regarded participants in this market. We anticipate that these two licensees will expand their current offerings that incorporate our technologies and will introduce and market new products that will incorporate our technologies available to them under their license agreements with the Company. We will continue to develop various applications for these licensees. We also plan to expand our licensee base in the entertainment and toy market. We currently have additional licensees marketing or developing products incorporating our technologies in certain geographic and niche markets of the overall entertainment and toy products market.

Added

The Company intends to continue pursuing strategic acquisitions of businesses with complementary or competing products, services, technologies, or capabilities that enhance its operations, expand its product and service offerings, and support long-term growth and the generation of free cash flow. Although the Company completed a recent acquisition in May 2026, management continues to actively evaluate additional acquisition opportunities and engage in discussions with prospective acquisition targets. Future acquisitions may be funded through the issuance of debt or equity securities, cash payments, the exchange of services, or any combination thereof. As of the date of this Quarterly Report on Form 10-Q, the Company has not entered into any definitive agreements with respect to any additional acquisitions.

Removed

Our future growth strategy includes expanding our business through acquisitions of other companies with competing or complementary services, technologies or businesses in order to expand our product and service offerings to grow our free cash flow. We are currently actively engaged in the process to identify acquisition candidates and negotiate transactions. As of the date of this Quarterly Report on Form 10-Q, we have not entered into any definitive agreements to make any acquisition. We expect to fund our business expansion through the issuance of debt or equity securities, the payment of cash, the exchange of services, or any combination thereof.

Reworded

As of MarchJune 31,30, 2026, there were no material changes in our contractual obligations from those disclosed in the 2025 Annual Report, other than those appearing in the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Reworded

As of MarchJune 31,30, 2026 and for the period then ended, there are no recently adopted accounting standards that have a material effect on the Company's financial statements.

Reworded

As of MarchJune 31,30, 2026, there were no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

NNUP insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (2 insiders, 5 trade dates, 7,700 shares, about $13.6K) and open-market sales in 0 filings. Net open-market shares: 7,700 (purchases minus sales); net value about $13.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-11Frost Phillip Md Et Al
10% owner
Grant/award 21,930— —1,511,642 SEC
2026-09-11Sites Eric
Director
Open-market purchase 500$1.80 $9002,500 SEC
2026-09-10Sites Eric
Director
Open-market purchase 1,000$1.85 $1.9K2,000 SEC
2026-09-09Sites Eric
Director
Open-market purchase 1,000$1.90 $1.9K1,000 SEC
2026-08-19Winger Matthew C.
Director, Chief Executive Officer
Open-market purchase 200$1.80 $360251,116 SEC
2026-08-18Winger Matthew C.
Director, Chief Executive Officer
Open-market purchase 5,000$1.71 $8.6K250,916 SEC

Well-known investors holding NNUP (13F)

None of the 59 investors we track reported a position in their latest 13F.

Coming soon: email alerts when NNUP files, watchlists and downloadable comparisons.