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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________________
to __________________________

 Commission file number 000-20333

 (Exact name of registrant as specified in its charter)

 Maryland

 87-0406496

 State or other jurisdiction of incorporation or organization

 (I.R.S. Employer Identification No.)

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

 19406

 (Address of principal executive offices)

 (Zip Code)

 (Registrant's telephone number, including
area code): ( 610) 834-9600

 Securities registered pursuant to Section 12(b)
of the Act: None

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Securities registered pursuant to section 12(g)
of the Act:

 Common Stock, Par Value $0.01

 (Title of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated
 filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934) Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $ 20,749,000
as of June 30, 2024.

 As
of March 14, 2025, there were 10,792,913 shares outstanding of the registrant's common stock, $0.01 par value.

 Documents
Incorporated By Reference

 Portions
of the registrant's definitive proxy statement to be filed in conjunction with the registrant's 2024 annual meeting of stockholders
are incorporated by reference in Part III of this Annual Report on Form 10-K. The proxy statement will be filed by the registrant with
the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year ended December 31,
2024.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unsolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 Forward-Looking Statements

 This report on Form 10-K
contains forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives,
expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as "anticipate,"
"estimate," "plan," "project," "continuing," "ongoing," "expect,"
"we believe," "we intend," "may," "should," "will," "could" and
similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates,
assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future
results, performances or achievements expressed or implied by the forward-looking statements.

 Examples of forward-looking
statements include, but are not limited to:

 Expected operating results, such as revenue, expenses, and capital expenditures

 Current or future volatility in market conditions

 Our belief that we have sufficient liquidity to fund our business operations during the next twelve months

 Strategy for customer retention, product development, market position, and risk management

 Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes
in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition
may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in
the forward-looking statements include, among others, the following:

 The extent to which we are successful in gaining new long-term relationships with customers or retaining significant existing customers and the level of service failures that could lead customers to use competitors' services.

 Strategic actions, including business acquisitions and our success in integrating acquired businesses.

 Our ability to improve our current credit rating with our vendors and the impact on our raw materials and other costs and competitive position of doing so.

 The impact of losing our intellectual property protections or the loss in value of our intellectual property.

 Changes in customer demand.

 The occurrence of hostilities, political instability or catastrophic events.

 Developments and changes in laws and regulations, including increased regulation of our industry through legislative action and revised rules and standards.

 Security breaches, cybersecurity attacks and other significant disruptions in our information technology systems.

 Such other factors as discussed throughout Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report.

 Any forward-looking statement
made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We
undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or otherwise.

 ii

 PART
I

 Item 1. Business

 Background

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 the licensees or to their licensed
printers.

 Unless the context otherwise
requires, all references to the " Company," " we," " our " or " us "
and other similar terms means Nocopi Technologies, Inc., a Maryland corporation. Our website address is www.nocopi.com. Also, this report
on Form 10-K includes the trade names of other companies. Unless specifically stated otherwise, the use or display by us of such other
parties' names and trade names in this report is not intended to and does not imply a relationship with, or endorsement or sponsorship
of us by, any of these other parties.

 Industry Overview and Market Trends

 The key ingredients to
an ink are pigments, dyes, resins, surfactants, dryers, oils, solvents, water, waxes, and various other additives. There are many different
types of both printing processes and print applications, so the mixing or preparation of formulations for these quantities widely vary.
Pigments and dyes are the key ingredient that comprise the ink's color and are formulated from substances with certain characteristics
that make them suitable for use on printed products.

 The printing inks market
is seeing a shift as companies transition from manufacturing petroleum-based printing inks to manufacturing environmentally friendly,
more sustainable printing inks. "Green" printing inks are based on sustainable materials such as soy and other plant-based
sources and do not contain the heavy metals or other dangerous and toxic substances that petroleum-based printing inks do; thus they do
not cause excessive pollution in the landfill. Examples of more environmentally friendly printing inks include water-based and oil-based
printing inks. The use of "green" printing inks also reduces emissions of volatile organic compounds (VOC) associated with
the printing process.

 In 2023, the global printing
ink industry consumed 3.295 billion tons of printing ink according to Smithers report "The Future of Water-based vs Solvent Printing
to 2028". The water-based printing inks market consists of sales of water-based printing inks and related services used for
printing on fabric and paper. Water-based printing inks are referred to as aqueous inks and are dye and pigment inks and can be segmented
by type into acrylic water-based inks, maleic water-based inks, and shellac water-based inks.

 Our Company does not produce commodity
base pigments. Rather, we source various pigments, dyes and other raw materials for ink, and then employ additional chemistry in formulating
those materials into a highly engineered, specialty ink for a specific use. We are a specialty ink formulator within the ink industry
that custom formulates, tests, and produces specialty inks that best meet our customer's product needs and color demands. Our customers'
demands appear to be shifting with the trend towards utilizing more "green" printing inks. In 2024, approximately 38.3% of
our ink sales were "green" printing inks, compared to 36% in 2023. As the "green" printing ink market continues
to grow, we expect to continue to transition towards manufacturing environmentally friendly, more sustainable printing inks and away
from manufacturing petroleum-based printing inks. We do not expect the "green" printing ink trend to adversely affect any
aspects of our operations.

 Products and Technology

 We are a niche formulator
of specialty inks and our specialty ink portfolio is backed by years of research and development efforts, trade secrets, and several patents
we have been granted in the United States, Canada, South Africa, Saudi Arabia, Australia, New Zealand, Japan, France, the United Kingdom,
Belgium, the Netherlands, Germany, Austria, Italy, Sweden, Switzerland, Luxembourg, and Liechtenstein. We currently have patent protection
on substantially all our of security inks including our Rub & Reveal system and our Rub-It & Color technology.

 Our goal is to provide
our customers with specialized ink formulations with rapid design, test and production capabilities. We aim to serve our customers demand
for unique product needs and security needs from our specialty inks through applying our industry knowledge, our technical expertise,
our raw material procurement leverage, our product breadth, and our manufacturing operations capabilities to deliver ink formulations
both domestically and internationally. We believe that our role in our customer's value chain remains an essential component of
their product offering as our customers continually rely upon supplier partners, such as our Company, that provide advanced solutions
to improve their products' appeal, marketability, differentiation, performance, and overall competitive advantage.

 We currently serve end
markets that include children entertainment and toy products and anti-counterfeiting, anti-diversion segments that include industrial
marking, security packaging for cosmetics and consumer products, and point of sales protection. We derive our revenues primarily from
product sales of our inks as well as from licensing and royalty fees of 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 the licensees
or to their licensed printers. We are currently seeking to expand into other markets.

 Entertainment and Toy Technologies and Products

 Across the Entertainment
and Toy Products category, we market our Rub-it & Color technology which consists of specialty inks that are produced in a variety
of colors and can be revealed by rubbing with a fingernail or other firm object such as a plastic pen cap. Rub-it & Color ink technology
can be used for coloring books, activity kits, play sheets, single use place mats, greeting cards, board games, promotional products,
or any other paper-based application that needs some "fun" factor added. Two key features of our Rub-it & Color ink technology
is that it's safe and non-toxic, conforms to ASTM D4236 and F-963 and other toxicology tests.

 Our customers in the Entertainment
and Toy Technologies and Products category capitalize on our mess free and non-toxic features of our ink products. Our patented, revolutionary,
and award-winning Rub-it & Color technology can be utilized across a variety of products and applications needing some "fun"
factor while still providing safe and non-toxic conditions that conform to ASTM D4236 and F-963 and other toxicology tests.

 We license our Rub-it &
Color technology through various license agreements that can be for exclusive and non-exclusive uses. These agreements cover both domestic
and international geographies and can include specific distribution channels and specific lines of products and applications. Historically
our license agreements have ranged anywhere from two to four years, but can also vary depending on the customer, use, and geography of
the agreement. Certain of our license agreements with licensees contain renewal options and/or guaranteed minimum royalties, while others
do not. We cannot assure you that any of our existing licenses will be renewed or will generate significant operating revenues for our
Company in the future. In each of the years 2024 and 2023, we derived approximately 95% and 91%, respectively, of our total revenues from
our licensees and their licensed printers in the entertainment and toy products market. We continue to pursue additional licensing opportunities
for our Rub-it & Color ink technology in the large worldwide entertainment and toy products market and we also seek to renew our existing
license agreements that are near expiration for extension terms.

 Anti-Counterfeiting and Anti-Diversion Technologies and Products

 Continuing developments
in copying and printing technologies makes it easier than ever before to counterfeit a wide variety of documents. Counterfeit products
are increasingly problematic for consumers, governments, and corporations. According to The Organization for Economic Cooperation and
Development (OECD) data on counterfeiting and international trade, the total value of counterfeit and pirated goods was $1.023 trillion
in 2023. And according to Corsearch, the value is set to reach approximately $1.79 trillion in 2030. Product labels and packaging, retail
receipts, event and transportation tickets and the like are all susceptible to counterfeiting, causing economic losses to manufacturers
of brand name products. With improvements in the copying and printing technologies making it easier to counterfeit labeling and packaging
and increasing the losses to businesses from such counterfeiting activities.

 Our Copimark and Rub &
Reveal technologies provide proprietary document authentication systems that are useful to businesses and brand owners desiring to authenticate
a wide variety of printed materials and products. Our Copimark system enables businesses to print invisibly on certain areas of a document
or packaging. When authentication of certain document or packaging is required, the invisible printing can be activated or revealed by
use of a special highlighter pen. Other variations of our Copimark technology involve multiple color responses from a common pen, visible
marks of one color that turn another color with the pen or visible and invisible marks that turn into a multicolored image. Our Rub &
Reveal system permits the invisible printing of an authenticating symbol or code that can be revealed by rubbing a fingernail over the
printed area.

 Our technologies provide
users with the ability to authenticate documents and detect counterfeit documents. Applications include the authentication of documents
having intrinsic value, such as merchandise receipts, checks, travelers' checks, gift certificates and event tickets, and the authentication
of product labeling and packaging. When applied to product labels and packaging, our systems allow detection of counterfeit products,
the labels and packaging of which would not contain the authenticating marks invisibly printed on the packaging or labels of the legitimate
product.

 Our marketing efforts for
these technologies are focused on specific industries we believe may be affected by product counterfeiting. These technologies also combat
product diversion (i.e. sale of legitimate products through unauthorized distribution channels or in unauthorized markets). Another of
our related technologies, our invisible inkjet technology, permits manufacturers and distributors to track the movement of products from
production to ultimate consumption when coupled with proprietary software. The "track and trace" capability provided by this
technology is an attractive capability to brand owners. Our ink technology is also utilized in retail receipt and document fraud markets
through licensing arrangements with four printers and distributors in the United States and Canada who provide loss prevention products
to retailers and other outlets. We market these technologies through the use of licensed printers and distributors.

 Contrast Technologies,
formerly known as Euro-Nocopi, S.A., is a former affiliate of our Company that, since June 2003, has held a perpetual royalty-free license
to utilize certain of our anti-counterfeiting and anti-diversion technologies in Europe.

 Product Revenue

 The following table illustrates
the approximate percentage of our Company's total revenues accounted for by each type of its products for each of the two last fiscal
years:

 Year Ended December 31,

 Product Type

 2024

 2023

 Entertainment
 and Toy Technologies and Products

 %

 %

 Anti-Counterfeiting
 and Anti-Diversion Technologies and Products

 %

 %

 Marketing

 Our current marketing efforts
are focused on commercializing our developed technologies across current and new geographic and market areas. We sell products through
both multiyear license agreements with our existing customers as well as direct sales to a range of end customers through the Company's
sales staff. We primarily use truck carriers and freight service providers to transport our products to customers from our manufacturing
facility. Our marketing approach utilizes our dynamic production capabilities of our products and technologies.

 Acquisition Strategy

 Our 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 report on Form 10-K, we have no 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.

 Major Customers

 During 2024, we made sales
or obtained revenues equal to 10% or more of our Company's 2024 total revenues from two non-affiliated customers who individually
accounted for approximately 18% and 70%, respectively, of 2024 revenues of our Company. During 2023, we made sales or obtained revenues
equal to 10% or more of our Company's 2023 total revenues from two non-affiliated customers who individually accounted for approximately
19% and 64%, respectively, of 2023 revenues of our Company.

 Additional information
concerning our major customers is contained in Note 13 to our Financial Statements, attached as Appendix A to this Annual Report
on Form 10-K.

 Manufacturing

 Our Company operates a
manufacturing facility located at our corporate headquarters at 480 Shoemaker Road, Suite 104, King of Prussia, Pennsylvania 19406. At
this location, we also have product development, sales, and administrative operations located adjacent to our production floor area. Our
formulation and production methodologies aim to consistently achieve the highest technical standards while simultaneously reaching fast
lead times of production and delivery for our customers.

 We have established a quality
control program that currently entails laboratory analysis of developed technologies; and when warranted, our specially trained technicians
travel to third party production facilities to train client staff and monitor the manufacturing process. We also strive to improve our
production efficiencies and data controls to target less material waste as well as attempt more sustainable sourcing of raw materials.

 Patents

 Our Company has been granted
various patents in the United States, Canada, South Africa, Saudi Arabia, Australia, New Zealand, Japan, France, the United Kingdom, Belgium,
the Netherlands, Germany, Austria, Italy, Sweden, Switzerland, Luxembourg, and Liechtenstein. Patents may exist for 20 years from filing
date and we actively monitor the marketplace to employ management processes designed to rigorously enforce our legal ownership of intellectual
property. We currently have patent protection on substantially all of our security inks including the RUB & REVEAL system, and on
our Rub-it & Color technology. Our latest patent protects our newly developed technology that may have applications in the entertainment
and toy products market.

 In the United States and
some other countries, patent applications are automatically published at a specified time after filing. Since we are obligated pay annuities
from time to time on our patents to keep them in force, we annually evaluate our patent portfolio to determine which patents we will continue
to maintain. In Europe, annuities for European patents are paid by Contrast Technologies, formerly known as Euro-Nocopi, S.A., since Europe
is where they hold a perpetual royalty-free license to exploit certain of our anti-counterfeiting and anti-diversion technologies.

 Research and Development

 Our research and development
activities are primarily focused on advancing our portfolio of ink technologies. We aim to successfully develop new chemistry formulations,
new market-changing technologies and new customer driven solutions. Our research and development efforts support our commercial development
activities while also attempting to improve our manufacturing operations.

 We are presently conducting
research and development activities in the following three areas: (1) refining our present product portfolio, (2) developing specific
customer applications, and (3) expanding our technology into new areas of implementation. During the years ended December 31, 2024 and
December 31, 2023, we expended approximately $178,200 and $163,400, respectively, on research and development. We continue to focus our
research and development activities to develop and market additional new products and applications.

 Competition

 Nocopi Technologies competes
in the fragmented specialty ink industry which is highly competitive. Competition is based on several key criteria which include quality,
price, service, performance, product innovation, product recognition, speed, and delivery. Our competitors range from large, publicly
owned international companies with broad product offerings to local, privately held independent specialty producers offering a specific
market niche or product. Overall, many participants tend to offer a varied and broad array of product lines designed to meet specific
customer requirements.

 The ink industry has become
increasingly global as participants have focused on establishing and maintaining leadership positions outside of their home markets. Many
of these participant's product lines face increasing competition due to industry consolidation, pricing pressures and competing
technologies. Nonetheless, we believe our patented and proprietary technologies provide a unique and cost-effective solution for our customers.
To improve our competitive position, Nocopi Technologies is building and leveraging our corporate brand as a differentiator to create
value and better communicate our specialty production capabilities which we believe make it easier to introduce new product lines and
applications to provide scale to our operations and ultimately enable us to successfully compete in the market.

 Employees and Human Capital

 We currently have seven
full-time employees and believe that we have good relations with our employees.

 We are committed to providing
a healthy environment and safe workplace by operating in accordance with established health and safety protocols within our facility and
maintaining a strong health and safety compliance program. We prioritize, manage, and carefully track safety performance at our facility
and integrate sound safety practices in every aspect of our operations.

 Regulation of our Business

 We are subject to common
business, tax and regulations pertaining to the operation of our business. We believe that we are in compliance with all applicable governmental
regulations.

 Financial Information about Foreign and Domestic Operations

 We conduct our business
operations solely within the United States; however, we have licensees and customers in Europe, South America, Asia and Australia. These
licensees and customers accounted for approximately 77% of our gross revenues in 2024 and approximately 72% of our gross revenues in 2023.
Additional information concerning our foreign and domestic operations is contained in Note 13 to our Financial Statements, attached as
 Appendix A to this Annual Report on Form 10-K.

 Available Information

 We are required to file
annual, quarterly and current reports, proxy statements and other information with the SEC. Information that we file with the SEC is available
at the SEC's website at www.sec.gov. We also make available free of charge on or through our website, at www.nocopi, our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with the SEC. The information on our website is not, and shall not be deemed to
be, a part hereof or incorporated into this or any of our other filings with the SEC.

 Item 1A. Risk Factors

 Our Company's
operating results, financial condition and stock price are subject to certain risks, some of which are beyond its control. These risks
could cause our Company's actual operating and financial results to differ materially from those expressed in its forward-looking
statements, including the risks described below and the risks identified in other documents which are filed and furnished with the United
States Securities and Exchange Commission.

 We are dependent upon major customers.

 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 the customers' third party licensed printers, equaled approximately 22% of
our Company's revenues in 2024. Receivables from these two licensees and their third party authorized printers were approximately
84% of our Company's net accounts receivable at December 31 2024. One of the 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.

 We may be unable to develop new business.

 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.

 Our inability to successfully acquire
and integrate other businesses, assets, products or technologies could harm our operating results.

 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 the amount of our available cash or require
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.

 Additionally, in connection
with any business acquisitions we complete, we may not achieve the synergies or other benefits we expected 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.

 We may be unable to obtain raw materials
and products for resale.

 We use a large volume or
raw materials. From time to time, the Company is required to pay cash in advance of shipment to certain of its suppliers. The 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.

 We may experience uneven patterns of
quarterly and annual operating results.

 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 the 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 the 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.

 Other important factors
that could cause our revenue and operating results to fluctuate from quarter to quarter include:

 our ability to retain existing customers, attract new customers and satisfy our customers' requirements;

 general economic conditions;

 changes in our pricing policies;

 our ability to expand our business;

 our ability to successfully integrate our acquired businesses;

 new product and service introductions;

 technical difficulties or interruptions in our services;

 costs associated with future acquisitions of businesses; and

 extraordinary expenses such as litigation or other dispute-related settlement payments.

 Some of these factors are
not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe
that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication
of future performance.

 Our intellectual property rights may
not be fully protected.

 Our Company relies on a
combination of protections as may be available under applicable domestic, foreign or international patent, trademark and trade secret
laws. We also rely on confidentiality, non-analysis and licensing agreements to establish and protect our rights in its proprietary technologies.
While we attempt to protect these rights, our technologies may be compromised through reverse engineering, independent invention or other
means. In addition, our ability to enforce our intellectual property rights through appropriate legal action has been and will continue
to be limited by its tight liquidity. We cannot assure you that our Company will be able to protect the basis of its technologies from
discovery by third parties or to preclude third parties from conducting activities that infringe on our Company's rights. We cannot
assure you that we will be able to continue to prosecute new patents and maintain issued patents. As a result, our customer and licensee
relationships could be adversely affected, and the value of our technologies and intellectual property (including their value upon liquidation)
could be substantially diminished.

 Our Company's revenue is susceptible
to changes in general economic conditions.

 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.

 We are subject to regulatory compliance
related to our operations.

 We are subject to various
U.S. governmental regulations related to occupational safety and health, labor and business practices. Failure to comply with current
or future regulations could result in the imposition of substantial fines, suspension of production, alterations of our production processes,
cessation of operations, or other actions, which could harm our business.

 We currently, and may in the future,
have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation,
the loss of such assets would have a severe negative effect on our operations and liquidity.

 We
currently maintain, and may in the future maintain, our cash assets at certain financial institutions in the U.S. in amounts that are,
and in the future may be, in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limit of $250,000. At
December 31, 2024, our Company's deposits and short-term investments with a financial institution were 10,589,700 in
excess of the FDIC deposit insurance coverage of $250,000. In the event of a failure of any financial institutions where we maintain our
deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material
adverse effect upon our liquidity, financial condition and our results of operations.

 We may incur liability arising from the
use of hazardous materials.

 Our business and our facilities
are subject to a number of federal, state and local laws and regulations relating to the generation, handling, treatment, storage and
disposal of certain toxic or hazardous materials and waste products that we use or generate in our operations. Many of these environmental
laws and regulations subject current or previous owners or occupiers of land to liability for the costs of investigation, removal or remediation
of hazardous materials. In addition, these laws and regulations typically impose liability regardless of whether the owner or occupier
knew of, or was responsible for, the presence of any hazardous materials and regardless of whether the actions that led to the presence
were taken in compliance with the law. In our business, we use hazardous materials that are stored on site. We use various chemicals in
our manufacturing process that may be toxic and covered by various environmental controls. An unaffiliated waste hauler transports the
waste created by use of these materials off-site. Many environmental laws and regulations require generators of waste to take remedial
actions at an off-site disposal location even if the disposal was conducted lawfully. The requirements of these laws and regulations are
complex, change frequently and could become more stringent in the future. Failure to comply with current or future environmental laws
and regulations could result in the imposition of substantial fines, suspension of production, alteration of our production processes,
cessation of operations or other actions, which could severely harm our business.

 We may be unable to protect our information
systems from cybersecurity attacks or incidents, or if our information systems are otherwise disrupted.

 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 the 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; the 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.

 We conduct significantly all of our business
and manufacturing activities at our King of Prussia, PA facility, and circumstances beyond our control may result in considerable business
interruptions.

 We conduct all of our operations
activities at our King of Prussia, PA facility. Our operations are vulnerable to interruption by fire, earthquake, floods or other natural
disaster, quarantines or other disruptions associated with infectious diseases, national catastrophe, terrorist activities, war, disruptions
in our computing and communications infrastructure due to power loss, telecommunications failure, human error, physical or electronic
security breaches and computer viruses, and other events beyond our control. We do not have a detailed disaster recovery plan.

 Changes in accounting principles and
guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed
financial statements, which could cause our stock price to decline.

 We prepare our financial
statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and
create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have
a significant effect on our reported results and retroactively affect previously reported results.

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

 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). The requirements of these rules and regulations
increase our 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.

 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.

 In addition, changing laws,
regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing
legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject
to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve
over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply
with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion
of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new
laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their
application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

 We expect these laws, rules
and regulations to make it more difficult and more expensive for us to continue to obtain director and officer liability insurance, and
we may be required to incur substantial costs to maintain appropriate levels of coverage. These factors could also make it more difficult
for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified
executive officers.

 As a result of being a
public company, our business and financial condition is more visible, which we believe may result in threatened or actual litigation,
including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely
affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary
to resolve them, could divert the time and resources of our management and adversely affect our business and operating results.

 As a smaller reporting company that is
not an accelerated filer, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze
our results of operations and financial prospects.

 As a smaller reporting
company that is not an accelerated filer we (i) are able to provide simplified executive compensation disclosures in our filings, (ii)
are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms
provide an attestation report on the effectiveness of internal control over financial reporting and (iii) have certain other decreased
disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements
in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

 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.

 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.

 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.

 We may have undetected material weakness
in internal controls.

 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.

 Our common stock is subject to volatility.

 We cannot assure you that
the market price for our common stock will remain at its current level, and a decrease in the market price could result in substantial
losses for investors. The market price of our common stock may be significantly affected by one or more of the following factors:

 announcements or press releases relating to our industry or to our own business or prospects;

 regulatory, legislative, or other developments affecting us or our industry generally;

 sales by holders of restricted securities pursuant to effective registration statements or exemptions from registration; and

 market conditions specific to our Company, our industry and the stock market generally.

 Future sales of our shares could depress
the market price of our common stock.

 The market price of our
common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these
sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity
securities in the future at a time and at a price that we deem appropriate. Any disposition by any of our large shareholders of our common
stock in the public market, or the perception that such dispositions could occur, could adversely affect prevailing market prices of our
common stock.

 We do not intend to pay any cash dividends
on our securities, so you will not be able to receive a return on your investment unless you sell your shares.

 We intend to retain any
future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our securities.
Unless we pay dividends, our security holders will not be able to receive a return on their securities unless they sell them.

 There is a limited market for our common
stock, which may make it more difficult for you to sell your stock.

 Our Company's common
stock is quoted on the OTC Market (OTCQB) under the symbol "NNUP." The trading market for our common stock is limited, accordingly,
there can be no assurance as to the liquidity of any markets that may develop for our common stock, your ability to sell our common stock,
or the prices at which you may be able to sell our common stock.

 Our common stock may be subject to the
"penny stock" rules in the future. It may be more difficult to resell securities classified as "penny stock."

 The SEC has adopted regulations
that generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share, subject
to specific exemptions. While our common stock is presently exempt from being considered a "penny stock" because our net tangible
assets exceed $2 million and we have been in continuous operations for at least (3) years, if we are unable to continue to qualify for
this exemption, or any other available exemption from the definition of "penny stock," our common stock will become a "penny
stock." These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny
stocks to persons other than those who qualify as "established customers" or "accredited investors." For example,
broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also
provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish
monthly account statements showing the market value of each penny stock held in the customer's account, provide a special written
determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement to
the transaction.

 Legal remedies available
to an investor in "penny stocks" may include the following:

 If a "penny stock" is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 If a "penny stock" is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

 These requirements may
have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the
penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict
the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 Many brokerage firms will
discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In
addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally
associated with these investments.

 For these reasons, penny
stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock
or will not be classified as a "penny stock" in the future.

 FINRA sales practice requirements may
limit a stockholder's ability to buy and sell our stock.

 In addition to the "penny
stock" rules described above, the Financial Industry Regulatory Authority ("FINRA"), has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable
for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other
information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock,
which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing
to make a market in our common stock, reducing a stockholder's ability to resell shares, as well as overall liquidity, of our common
stock.

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

 The Company's charter,
bylaws and Maryland law contain provisions that could make it more difficult for a third party to acquire the Company without the consent
of our 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:

 authorize our board of directors to create and issue, without stockholder approval, preferred stock, thereby increasing the number of outstanding shares, which can deter or prevent a takeover attempt;

 prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

 provide that any vacancy on the board of directors of the Company be filled only by the affirmative vote of a majority of the remaining directors then in office even if remaining directors do not constitute a quorum;

 provide that our board of directors be divided into three classes, with approximately one-third of the directors to be elected each year;

 provide that our board of directors is expressly authorized to adopt, amend or repeal our bylaws;

 provide that the Company's stockholders may only remove any member of the Board by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors and, such removal is required to be for cause; and

 provide that the number of directors of the Company shall be fixed only by vote of the board of directors;

 Also, under Maryland 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 the Company and any interested stockholder, generally defined as any person
who beneficially owns, directly or indirectly, 10% or more of the 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 our Board prior to the time that the interested stockholder becomes an interested stockholder.

 Our bylaws designate the Circuit Court
for Baltimore City, Maryland as the sole and exclusive forum for certain actions, including derivative actions, which could limit a stockholder's
ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, other
employees, or the Company's stockholders and may discourage lawsuits with respect to such claims.

 Unless the Company consents
in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland (the "Maryland Circuit Court")
(or, if the Maryland Circuit Court does not have jurisdiction, the federal district court for the District of Maryland) (the "Exclusive
Forum") shall be the sole and exclusive forum for (a)(i) any action asserting an Internal Corporate Claim, as such term is defined
in the MGCL (other than any action arising under federal securities laws), including, without limitation, (ii) any action asserting a
claim of breach of the applicable standard of conduct or any duty owed by any director or officer or other employee of the Company to
the Company or to the stockholders of the Company or (iii) any action asserting a claim against the Company or any director or officer
or other employee of the Company arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (b) any other action asserting
a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine.
Further, notwithstanding anything to the contrary in the foregoing, unless the Company consents in writing to the selection of an alternative
forum, the federal district court for the District of Maryland (the "Securities Act Exclusive Forum") shall be the sole and
exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.

 Although we believe these
exclusive forum provisions benefit us by providing increased consistency in the application of Maryland law for the specified types of
actions and proceedings, these provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable
for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 We have processes to assess,
identify and manage risks from cybersecurity threats as a part of our overall risk assessment process. On a regular basis we implement
into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. We engage
certain external advisors to enhance our cybersecurity oversight.

 To manage our material
risks from cybersecurity threats and to protect against, detect, and prepare to respond to cybersecurity incidents, we undertake the below
listed activities:

 •

 Monitor emerging data protection laws in conjunction with our advisors and implement changes to our processes to comply;

 •

 Maintain firewall and virus protection software; and

 •

 Maintain a cybersecurity insurance policy.

 As part of the above processes, we
engage with third party providers to review our cybersecurity program and help identify areas for continued focus, improvement, and compliance.

 Our processes also include assessing cybersecurity
threat risks associated with our use of third-party services providers in the normal course of business use. Third-party risks are included
within our cybersecurity risk management processes discussed above. In addition, we assess cybersecurity considerations in the selection
and oversight of our third-party services providers, including due diligence on the third parties that have access to our systems and
facilities that house systems and data.

 The Audit Committee of
 our Board of Directors is responsible for oversight of our risk assessment, risk management and cybersecurity risks, and periodically
updates our Board of Directors on such matters. Members of the Audit Committee engage in discussions with management on cybersecurity-related
news events and discuss any updates to our cybersecurity risk management and strategy programs.

 As of the date of this
Annual Report on Form 10-K, we have not encountered risks from cybersecurity threats that have materially affected, or are reasonably
likely to materially affect, our business strategy, results of operations or financial position.

 Item 2. Properties

 Our corporate headquarters, research and ink production facilities
are located at 480 Shoemaker Road, Suite 104, King of Prussia, Pennsylvania 19406. These premises consist of approximately 6,100 square
feet of leased space. Our lease commenced in January 2014 and expires in May 2025.

 On March 21, 2025, the Company and NE IND OWNER-1 LLC (the "Landlord")
entered into a second amendment (the "2025 Lease Amendment") to the lease agreement, dated December 12, 2013 (as previously
amended, the "Lease Agreement"), by and between the Company and the Landlord relating to premises at 480 Shoemaker Road, King
of Prussia, PA 19406. The Amendment provides for an extension of the term to December 31, 2027, and for monthly rent payments of,
initially, $7,147.00, escalating annually by 3.5%.

 Other than as set forth above, the terms of the Lease Agreement
remain unchanged.

 The foregoing summary is qualified in its entirety by reference
to the 2025 Lease Amendment, which is filed as exhibit 10.12 to this Annual Report on Form 10-K. See disclosure in Item 9B-Other Information.

 Current monthly rent under this lease is
$7,147. In addition to rent, we are also responsible for our pro-rata share of the operating costs of the building.

 We incurred leasehold improvement expenditures
of approximately $81,500 through July 26, 2023, and we believe that additional leasehold improvement expenditures will not be significant.
We consider this space adequate for our current needs and additional space is available as needed.

 Item 3. Legal Proceedings

 None.

 Item 4. Mine Safety Disclosures

 Not applicable.

 PART
II

 Item 5. Market For Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 Our common stock is traded
on the OTCQB tier of the over-the-counter ("OTC") market under the symbol "NNUP". Investors can find Real-Time
quotes and market information on our Company on www.otcmarkets.com. Any over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 Shareholders

 As
of March 14, 2025, we have a total of 10,792,913 shares
of common stock issued and outstanding, held of record by approximately 385 holders of our common stock, including The Depository Trust
Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners.

 Dividends

 Our Company does not pay
any cash dividends on its common stock.

 Recent Sales of Unregistered Securities

 None.

 Issuer Repurchases of Equity Securities

 None.

 Item 6. [Reserved]

 Not Applicable.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

 The information in this
report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking.
In particular, the statements herein regarding industry prospects and future results of operations or financial position are 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. Our actual results may differ significantly from management's expectations.

 The following discussion
and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to
imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily
be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 Background Overview

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 the licensees or to their licensed
printers.

 Unless the context otherwise
requires, all references to the " Company," " we," " our " or " us "
and other similar terms means Nocopi Technologies, Inc., a Maryland corporation.

 Results of Operations

 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 the licensed technology. Service fees and sales revenues vary directly with the number of units
of service or product provided.

 Our Company recognizes
revenue on its lines of business as follows:

 a.

 License fees for the use of our technology and royalties with guaranteed minimum amounts are recognized at a point in time when the term begins;

 b.

 Product sales are recognized at the time of the transfer of goods to customers at an amount that our Company expects to be entitled to in exchange for these goods, which is at the time of shipment; and

 c.

 Fees for technical services are recognized at the time of the transfer of services to customers at an amount that our Company expects to be entitled to in exchange for the services, which is when the service has been rendered.

 We believe that, as fixed
cost reductions beyond those we have achieved in recent years may not be achievable, our operating results are substantially dependent
on revenue levels. Because revenues derived from licenses and royalties carry a much higher gross profit margin than other revenues, operating
results are also substantially affected by changes in revenue mix.

 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.

 Comparison of the Years ended December 31, 2024 and 2023

 Revenues for 2024 were
$2,117,800, an increase of approximately 2%, or $33,900, from $2,083,900 in 2023.

 Licenses, royalties and
fees decreased in 2024 by approximately 9%, or $51,700, to $511,500 from $563,200 in 2023. The decrease in licenses, royalties and fees
in 2024 compared to 2023 is due primarily to 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.

increased by $85,600, or approximately 6%, to $1,606,300 in 2024 from $1,520,700 in 2023. The higher level of ink sales in 2024 compared
to 2023 is due primarily to higher 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 higher in 2024 compared to 2023. Sales of security ink in 2024 to our Company's licensees in
the retail receipt and document fraud market decreased by approximately $22,700 compared to 2023.

 Our Company derived $2,008,700,
or approximately 95% of total revenues, from licensees and their licensed printers in the entertainment and toy products market in 2024
compared to $1,906,300, or approximately 91% of total revenues, in 2023. The increase in revenues from our licensees and their authorized
printers in the entertainment and toy products market in 2024 compared to 2023 is due primarily to the higher 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 their current offerings;
however, their 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 the 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 the Company in future periods, nor can the timing of any potential revenue increases be predicted, particularly
given the uncertain economic conditions presently being experienced.

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

 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 the 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 2024 compared to 2023 reflects lower gross
revenues from licenses, royalties and fees offset in part by higher gross revenues from product and other sales in 2024 compared to 2023.

 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 lower revenues from licenses, royalties and fees in 2024 compared to 2023,
the gross profit from licenses, royalties and fees decreased to approximately 57% of revenues from licenses, royalties and fees in 2024
from approximately 62% in 2023.

 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% of revenues
in 2024 and 2023.

 Research and development
expenses were $178,200 in 2024 compared to $163,400 in 2023. The increase in 2024 compared to 2023 resulted primarily from higher employee
related expenses and rent & occupancy expenses in 2024 compared to 2023.

 Sales and marketing expenses
were $322,400 in 2024 compared to $270,800 in 2023. The increase in 2024 compared to 2023 is due primarily to higher commission expense
on the higher level of revenues in 2024 as well as an increase in rent & occupancy expenses.

 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
(benefit) reflected in the results of operations for 2024. Income tax benefit in 2023 resulted from reversing tax accruals. As of December
31, 2024 and 2023, the Company had federal net operating loss carry forwards of $707,000 and $126,000 respectively, and state net operating
loss carryforwards of $2,568,000 and $1,757,000, 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.

 Our net (loss) of $2,678,900
in 2024 compared to the net (loss) of $1,435,900 in 2023 resulted primarily from a lower gross profit on a lower level of licenses, royalties
and fees and by higher overhead expenses in 2024 compared to 2023.

 Our management does not
believe that inflation and changing prices have had a significant effect on our revenues and results of operations during the years ended
December 31, 2024 and December 31, 2023.

 Plan of Operation, Liquidity and Capital Resources

 Our
Company's cash increased to $10,839,700 at
December 31, 2024 from $2,269,200 at December 31, 2023. During 2024, our Company provided $594,800 in its operating activities, provided
$7,985,600 in its investing activities and used $9,900 for capital expenditures.

 Our Company's revenues
increased approximately 2% to $2,117,800 in 2024 from $2,083,900 in 2023 primarily as a result of lower licensing revenue from the Company's
licensees in the entertainment and toy products market. Our Company's gross profit decreased approximately 1% to $1,100,300 in 2024
from $1,101,900 in 2023 primarily as a result of lower license fees from our licensees in the entertainment and toy products market.

 Our Company's total
overhead expenses increased in 2024 compared to 2023, our Company's net interest income increased in 2024 compared to 2023 and our
Company's income tax benefit decreased in 2024 compared to 2023. As a result of these factors, our Company generated a net loss
of $2,678,900 in 2024 compared to a net loss of $1,435,900 in 2023. Our Company had positive operating cash flow of $594,800 in 2024.
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.

 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.

 We may need to obtain additional
capital in the future to further support the working capital requirements associated with our existing revenue base and to develop new
revenue sources. We cannot assure you that we will be successful in obtaining such additional capital, if needed.

 Our plan of operation 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. 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 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.

 Our Company maintains its
presence in the retail loss prevention market and believes that revenue growth in this market can be achieved through increased security
ink sales to its licensees in this market. We will continue to adjust our production and technical staff as necessary and, subject to
available financial resources, invest in capital equipment needed to support potential growth in ink production requirements beyond our
current capacity. Additionally, we will pursue opportunities to market our current technologies in specific security and non-security
markets. There can be no assurances that these efforts will enable our Company to generate additional revenues and positive cash flow.

 Our Company has received,
and may in the future seek, additional capital in the form of debt, equity or both, to support our working capital requirements and to
provide funding for other business opportunities. We cannot assure you that if we require additional capital, that we will be successful
in obtaining such additional capital, or that such additional capital, if obtained, will enable our Company to generate additional revenues
and positive cash flow.

 As previously stated, we
generate a significant portion of our total revenues from licensees in the entertainment and toy products market. These licensees generally
sell their products through retail outlets. In the future, such sales may be adversely affected by changes in consumer spending that may
occur as a result of an uncertain economic environment in 2025 and beyond and its effect on the global economy, including geopolitical
instability such as the Russia-Ukraine war and the related supply chain disruptions as the record inflation, lower demand and significantly
higher interest rates currently being experienced in the United States along with the probability of an economic recession both in the
United States and globally. As a result, our revenues, results of operations and liquidity may be negatively impacted in future periods.

 Contractual Obligations

 We conduct our operations
in leased facilities under a non-cancelable operating lease expiring in May 2025. Future minimum lease payments under this operating lease
at December 31, 2024 are: $35,700. Total rental expense under operating leases was $70,500 and $53,300 for the years ended December 31,
2024 and December 31, 2023.

 Recently Adopted Accounting Pronouncements

 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.

 Off-Balance Sheet Arrangements

 None.

 Item 7A. Quantitative and Qualitative Disclosures About Market
Risk

 Not Applicable.

 Item 8. Financial Statements and Supplementary Data

 Our Financial Statements are attached as
 Appendix A (following Exhibits) and included as part of this Form 10-K Report. A list of our Financial Statements is provided
in response to Item 15 of this Form 10-K Report.

 Item 9. Changes In And Disagreements With Accountants On Accounting
and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 As of the end of the period
covered by this report, our Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. Our
Company's disclosure controls and procedures are the controls and other procedures that we designed to ensure that our Company records,
processes, summarizes, and reports in a timely manner the information that it must disclose in reports that our Company files with or
submits to the Securities and Exchange Commission. Our principal executive officer and principal financial officer reviewed and participated
in this evaluation. Based on this evaluation, our Company made the determination that its disclosure controls and procedures were effective.

 Management's Annual Report on Internal Control Over Financial
Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)
and 15d-15(f). Under the supervision and with the participation of management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31,
2024.

 Our Company's internal
control over financial reporting includes policies and procedures that (1) pertain to maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our
Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company's assets that could have a material effect on the financial statements.

 Our management, including
our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control
over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future
events, and controls may become inadequate if conditions change. There can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to
the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management's report in this Annual
Report on Form 10-K.

 Changes in Company Internal Controls

 No change in our Company's
internal control over financial reporting occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 From time to time, certain
of our executive officers and directors have, and we expect they will in the future, enter into, amend or terminate written trading arrangements
pursuant to Rule 10b5-1 of the Securities and Exchange Act or otherwise.

 For the quarter ended
December 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase
or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and/or
any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.

 On March 21, 2025, the Company and NE IND OWNER-1 LLC (the "Landlord")
entered into a second amendment (the "2025 Lease Amendment") to the lease agreement, dated December 12, 2013 (as previously
amended, the "Lease Agreement"), by and between the Company and the Landlord relating to premises at 480 Shoemaker Road, King
of Prussia, PA 19406. The Amendment provides for an extension of the term to December 31, 2027, and for monthly rent payments of,
initially, $7,147.00, escalating annually by 3.5%.

 Other than as set forth above, the terms of the Lease Agreement
remain unchanged.

 The foregoing summary
is qualified in its entirety by reference to the 2025 Lease Amendment, which is filed as exhibit 10.12 to this Annual Report on Form
10-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections

 Not Applicable.

 PART
III

 Item 10. Directors, Executive Officers and Corporate Governance

 The information required
by this Item is incorporated by reference from the information contained within our Company's definitive proxy statement for the
2025 Annual Meeting of Stockholders.

 We have adopted a code
of business conduct and ethics, called the Code of Business Conduct and Ethics, that applies to all of our directors, officers, including
our principal executive, financial and accounting officers, and employees. We intend to provide amendments or waivers to our Code of
Business Conduct and Ethics for any of our directors and principal officers on our website. The reference to our website address does
not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this
Report on Form 10-K.

 Item 11. Executive Compensation

 The information required
by this Item is incorporated by reference from the information contained within our Company's definitive proxy statement for the
2025 Annual Meeting of Stockholders.

 Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

 The information required
by this Item is incorporated by reference from the information contained within our Company's definitive proxy statement for the
2025 Annual Meeting of Stockholders.

 Item 13. Certain Relationships and Related Transactions, and
Director Independence

 The information required
by this Item is incorporated by reference from the information contained within our Company's definitive proxy statement for the
2025 Annual Meeting of Stockholders.

 Item 14. Principal Accountant Fees and Services

 The information required by this Item is
incorporated by reference from the information contained within our Company's definitive proxy statement for the 2025 Annual Meeting
of Stockholders.

 PART
IV

 Item 15. Exhibit and Financial Statement Schedules

 (a)

 The following Audited Financial Statements are filed as part of this Form 10-K Report:

 Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Comprehensive Income (Loss)

Statement of Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements

 (b)

 The following exhibits are filed as part of this report.

 See Exhibit Index.

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 Date: March 25, 2025

 By:

 /s/ Matthew C. Winger

 Matthew C. Winger

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 /s/ Matthew C. Winger

 Chairman of the Board, President and

 Matthew C. Winger

 Chief Executive Officer (Principal Executive Officer)

 /s/ Debra E. Glickman

 Chief Financial Officer

 Debra E. Glickman

 (Principal Financial and Accounting Officer)

 /s/ Jacqueline J. Goldman

 Director

 Jacqueline J. Goldman

TO FINANCIAL STATEMENTS

 Reports of Independent Registered Public Accounting Firm

 Stephano Slack LLC, For
 the year ended December 31, 2024 (PCAOB ID#0 3523)

 Morison Cogen LLP, For
 the year ended December 31, 2023 (PCAOB ID#00536)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Comprehensive Loss for the Years ended December 31, 2024 and 2023

 Statement of Stockholders' Equity for the Years ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years ended December 31, 2024 and 2023

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Nocopi Technologies, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet of
Nocopi Technologies, Inc. (the Company) as of December 31, 2024, and the related statements of comprehensive loss, stockholders'
equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024,
and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Stephano Slack LLC

 We have served as the Company's auditor since
2024.

 Wayne, Pennsylvania

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Nocopi Technologies, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet of
Nocopi Technologies, Inc. (the Company) as of December 31, 2023, and the related statements of comprehensive income, stockholders'
equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023,
and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Morison Cogen LLP (PCAOB- 536)

 We have served as the Company's auditor
from 2001 to 2024.

 Blue Bell, Pennsylvania

 F- 3

Balance Sheets *

 December 31

 2024

 2023

 Assets

 Current assets

 Cash and cash equivalents

 $
 10,839,700

 $

 Accounts receivable less $ 12,000 allowance for credit losses for December 31, 2024 and 2023

 1,234,500

 1,120,700

 Inventory, net of allowance of $ 85,400 and $ 126,900

 349,600

 448,000

 Interest Receivable

 —

 160,000

 Short-term investments

 —

 Prepaid and other

 155,700

 121,800

 Total current assets

 12,579,500

 12,105,300

 Fixed assets

 Leasehold improvements

 81,500

 81,500

 Furniture, fixtures and equipment

 179,700

 169,800

 Fixed assets, gross

 261,200

 251,300

 Less: accumulated depreciation and amortization

 244,500

 214,800

 Total fixed assets

 16,700

 36,500

 Other assets

 Long-term receivables

 1,292,800

 1,838,500

 Operating lease right of use - building

 32,400

 17,600

 Total other assets

 1,325,200

 1,856,100

 Total assets

 $
 13,921,400

 $
 13,997,900

 Liabilities and Stockholders' Equity

 Current liabilities

 Accounts payable

 $
 20,900

 $
 27,500

 Accrued expenses

 108,300

 94,600

 Stock compensation payable

 26,800

 1,347,100

 Operating lease liability - current

 35,200

 17,600

 Total current liabilities

 191,200

 1,486,800

 Long-term liabilities

 Accrued expenses, non-current

 90,400

 128,600

 Total liabilities

 281,600

 1,615,400

 Commitments and contingencies

 Stockholders' equity

 Series A preferred stock, $ 1.00 par value, authorized - 300,000 shares,
Issued and outstanding

 —

 —

 Common stock, $ 0.01 par value, authorized - 75,000,000 shares,
Issued and outstanding - 2024 - 10,792,913 shares; 2023 - 10,501,178 shares

 107,900

 105,000

 Paid-in capital

 25,580,400

 21,647,100

 Accumulated deficit

 ( 12,048,500
)

 ( 9,369,600
)

 Total stockholders' equity

 13,639,800

 12,382,500

 Total liabilities and stockholders' equity

 $
 13,921,400

 $
 13,997,900

 *The accompanying notes are an integral part of these
financial statements.

 F- 4

Statements of Comprehensive Loss*

 Years ended December 31

 2024

 2023

 Revenues

 Licenses, royalties and fees

 $
 511,500

 $
 563,200

 1,606,300

 1,520,700

 Total revenues

 2,117,800

 2,083,900

 Cost of revenues

 Licenses, royalties and fees

 218,800

 214,100

 798,700

 767,900

 Total cost of revenues

 1,017,500

 982,000

 Gross profit

 1,100,300

 1,101,900

 Operating expenses

 Research and development

 178,200

 163,400

 Sales and marketing

 322,400

 270,800

 General and administrative

 3,900,000

 2,538,300

 Total operating expenses

 4,400,600

 2,972,500

 Net loss from operations

 ( 3,300,300
)

 ( 1,870,600
)

 Other income (expenses)

 Other income

 84,000

 —

 Interest income

 560,700

 326,900

 Interest expense and bank charges

 ( 23,300
)

 ( 14,900
)

 Total other income

 621,400

 312,000

 Net loss before income taxes

)

 ( 1,558,600
)

 Income taxes (benefit)

 —

 ( 122,700
)

 Net loss

 $
)

 $
)

 Net loss per common share

 Basic and Diluted

 $
 (.25
)

 $
 (.15
)

 Weighted average common shares outstanding

 Basic and Diluted

 10,531,797

 9,667,845

 *The accompanying notes are an integral part
of these financial statements.

 F- 5

Statement of Stockholders' Equity*

For the Period January 1, 2023 through December 31, 2024

 Common stock

 Paid-in Capital

 Accumulated Deficit

 Total

 Shares

 Amount

 Balance - January 1, 2023

 9,251,178

 $
 92,500

 $
 16,659,600

 $
 ( 7,933,700
)

 $
 8,818,400

 Sales of common stock

 1,250,000

 12,500

 4,987,500

 —

 5,000,000

 Net loss

 —

 —

 —

)

)

 Balance - December 31, 2023

 10,501,178

 105,000

 21,647,100

 ( 9,369,600
)

 12,382,500

 Issuance of common stock

 291,735

 2,900

 3,933,300

 —

 3,936,200

 Net loss

 —

 —

 —

)

)

 Balance - December 31, 2024

 10,792,913

 $
 107,900

 $
 25,580,400

 $
 ( 12,048,500
)

 $
 13,639,800

 *The accompanying notes are an integral part
of these financial statements.

 F- 6

Statements of Cash Flows*

 Years ended December 31

 2024

 2023

 Operating Activities

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 Depreciation and amortization

 29,700

 47,000

 Stock based compensation

 2,615,900

 1,347,100

 Amortization of operating lease right of use-building

 68,200

 50,600

 Inventory reserve

 ( 41,500
)

 ( 13,200
)

 (Increase) decrease in assets

 Accounts receivable

 ( 113,800
)

 ( 17,200
)

 Inventory

 139,900

 51,600

 Interest receivable

 160,000

 ( 124,800
)

 Prepaid and other

 ( 33,900
)

 ( 18,500
)

 Long-term receivables

 545,700

 624,600

 Increase (decrease) in liabilities

 Accounts payable

 ( 6,600
)

 ( 70,200
)

 Accrued expenses

 ( 24,500
)

 ( 122,700
)

 Operating lease liability

 ( 65,400
)

 ( 50,600
)

 Taxes on income

 —

 ( 287,100
)

 Net cash provided by (used in) operating activities

 594,800

 ( 19,300
)

 Investing Activities

 Purchase of short-term investments

 —

 ( 3,600,400
)

 Proceeds from sale of short-term investment

 —

 Purchase of fixed assets

 ( 9,900
)

 ( 28,500
)

 Net cash provided by (used in) investing activities

 7,975,700

 ( 3,628,900
)

 Financing Activities

 Issuance of common stock

 —

 5,000,000

 Net cash provided by financing activities

 —

 5,000,000

 Increase in cash and cash equivalents

 8,570,500

 1,351,800

 Cash and Cash Equivalents

 Beginning of year

 917,400

 End of year

 $
 10,839,700

 $

 Cash paid for taxes

 $
 —

 $
 176,700

 Supplemental Disclosure of Non-Cash Investing and Financing Activities

 Right of use asset and liability

 $
 83,000

 $
 —

 *The accompanying notes are an integral part of these
financial statements.

 F- 7

 1. Organization of the Company

 Nocopi Technologies, Inc. (the "Company")
is organized under the laws of the State of Maryland. Its main business activities are the development and distribution of document security
products and the licensing of its patented reactive ink technologies for the Entertainment and Toy and the Document and Product Authentication
markets in the United States and foreign countries. Our Company operates in one principal industry segment.

 2. Significant Accounting Policies

 Financial Statement Presentation - Amounts
included in the accompanying financial statements have been rounded to the nearest hundred, except for number of shares and per share
information.

 Estimates - The preparation of the financial
statements in conformity with Accounting Principles Generally Accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of financial
statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

 Cash and cash equivalents consist
of demand deposits, money-market funds and investment securities consisting of short-term U.S. Treasury Bills with maturities of less
than one year held by a major U.S. bank.

 Investments include any security for
which the Company has the positive intent and ability to hold until maturity. These securities are carried at amortized cost.

 Fair Value of Financial Instruments - The
Company's financial instruments consist of cash and cash equivalents, receivables, short-term investments and trade and other payables.
The carrying value of cash and cash equivalents, receivables, short-term investments and trade and other payables approximate their fair
value because of their short maturities.

 The framework for measuring fair value provides a
fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

 Level 1 Inputs to the valuation methodology are unadjusted
quoted prices for identical assets or liabilities in active markets that the Company can access.

 Level 2 Inputs to the valuation methodology include:

 quoted prices for similar assets or liabilities in active markets;

 quoted prices for identical or similar assets or liabilities in
inactive markets;

 inputs other than quoted prices that are observable for the asset
or liability;

 inputs that are derived principally from or corroborated by observable
market data by correlation or other means

 If the asset or liability has a specified (contractual)
term, the level 2 input must be observable for substantially the full term of the asset or liability.

 Level 3 Inputs to the valuation methodology are unobservable and significant
to the fair value measurement.

 The asset or liability's fair value measurement
level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation
techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

 The following is a description of the valuation methodologies
used for assets measured at fair value as of December 31, 2024 and December 31, 2023.

 Short-term investments - Level 2 financial instrument: Valued using quoted
prices in active markets for identical assets.

 F- 8

 Accounts receivable and credit policies -
Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days
from the invoice date. Customer account balances with invoices dated over 90 days old are considered delinquent.

 The
carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that
will not be collected.

 Accounts receivable are presented net of an allowance for credit
losses, which is an estimate of amounts that may not be collectible. The Company uses historical loss information based on the aging
of receivables, adjusted for management's expectations about current and future economic conditions, as the basis to determine
expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic
factors, industry trends, and the creditworthiness of counterparties. Management believes that the composition of receivables at year-end
is consistent with historical conditions as credit terms and practices and the client base has not changed significantly.

 Inventory consists primarily of
ink components and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

 Fixed assets are carried at cost less
accumulated depreciation and amortization. Furniture, fixtures and equipment are generally depreciated on the straight-line method over
their estimated service lives. Leasehold improvements are amortized on a straight-line basis over the shorter of five years or the term
of the lease. Major renovations and betterments are capitalized. Maintenance, repairs and minor items are expensed as incurred. Upon disposal,
assets and related depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited
to income.

 Patent costs are charged to expense
as incurred.

 Revenues - Our Company follows Accounting
Standards Update ("ASU") 214-09, Revenue from Contracts with Customers ("Topic 606"). We recognize revenue
from fixed fee licensees at a point in time when the term begins if the contract provides for patented ink technology only as it exists
at the time that it is granted (Note 7). However, for license agreements that provide for rights to future ink technology, revenue is
recognized over the term of the license agreement. Revenue for per-unit license agreement is recognized in the period that the Company
receives the related royalty report. Revenue for product sales is recognized upon shipment to the customer. There are no contract assets
or contract liabilities and therefore no unsatisfied performance obligations. The Company does not offer any warranties, however, damaged
products can be returned for credit or refund. For disaggregation of revenue by customers and geographic region, see Note 13.

 Income taxes - Deferred income taxes
are provided for all temporary differences and net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized.

 Stock-based compensation - Our Company
accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 718, "Compensation - Stock Compensation", which requires the measurement and recognition of compensation expense for
all stock-based awards made to employees and directors based on estimated fair values on the grant date. Our Company estimates the fair
value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately
expected to vest is recognized as expense over the shorter of the vesting period or the requisite service periods using the straight-line
method. Our Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASU 2017-07, with ASU No. 2018-07,
Compensation - Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"),
which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718,
with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity
- Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration
for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee
equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services.

 Earnings per share - Our Company follows
FASB ASC 260 resulting in the presentation of basic and diluted earnings per share. Basic earnings per common share are based on the weighted
average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number
of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect
of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options
were greater than the market price of the common stock. Since our Company did not have any common stock equivalents outstanding as of
December 31, 2024 and 2023, basic and diluted earnings per share were the same.

 Comprehensive income - Our Company
follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that
includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since
our Company has no items of other comprehensive income, comprehensive income is equal to net income.

 F- 9

 Recoverability of Long-Lived Assets

 Our Company follows FASB ASC 360-35, "Impairment
or Disposal of Long-Lived Assets." The Statement requires that long-lived assets and certain identifiable intangibles be reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Our
Company is not aware of any events or circumstances which indicate the existence of an impairment which would be material to our Company's
annual financial statements.

 Segment Reporting

 The company manages its operations as a
single operating segment for the purpose of assessing performance and making operating decisions, and thus reports as a single operating
segment. The company's singular focus is on the development of its ink technology. Revenue to date has been generated through the
Company's license agreements and sale of ink with its collaborators, see Note 13 and 15 for geographic information of revenue.
All tangible assets are held in the United States.

 Recently Adopted Accounting Pronouncements

 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, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. 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 are effective
for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
 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.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant
segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable
segment's profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating
segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements
are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years
beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted
the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company's reportable segments identified
and additional required disclosures have been included in Note 15 - Segment Reporting.

 Recently Issued Accounting Pronouncements
Not Yet Adopted

 In December 2023, the 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. We are evaluating the effect that this guidance will have on our consolidated financial
statements and related disclosures.

 In November 2024, the FASB issued ASU No. 2024-03, Income
Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items
on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for
interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating
the effect that this guidance will have on our consolidated financial statements and related disclosures.

 Reclassifications

 Certain reclassifications have been made to the 2023
financial statements in order to conform to the 2024 financial statement presentation.

 F- 10

 3. Cash and Cash Equivalents

 Schedule of cash and cash equivalents

 2024

 2023

 Cash and cash equivalents

 Cash and money market funds

 $
 10,839,700

 $

 Cash and cash equivalents

 $
 10,839,700

 $

 4. Inventories

 Schedule of inventories

 2024

 2023

 Inventories consist of the following:

 Raw materials

 $
 428,000

 $
 534,500

 Work in process

 —

 11,900

 Finished goods

 7,000

 28,500

 Inventory gross

 435,000

 574,900

 Less: Allowance

 ( 85,400
)

 ( 126,900
)

 Inventory

 $
 349,600

 $
 448,000

 5. Short-term Investments

 Schedule of short term investments

 2024

 2023

 Short-term investments

 U.S. Treasury Bills

 $
 —

 $

 Short-term investments

 $
 —

 $

 For year ended December 31, 2024:

 Schedule
 of amortized cost and fair value of securities held to maturity

 Amortized Cost

 Fair Value

 U.S. Treasury Bills

 Due January 25, 2024

 —

 —

 Due April 18, 2024

 —

 —

 Due July 11, 2024

 —

 —

 Due September 5, 2024

 —

 —

 Total

 —

 —

 For year ended December 31, 2023:

 Amortized Cost

 Fair Value

 U.S. Treasury Bills

 Due January 25, 2024

 $
 1,074,700

 $
 1,121,200

 Due April 18, 2024

 1,087,900

 1,107,600

 Due July 11, 2024

 1,074,800

 1,096,700

 Due September 5, 2024

 4,748,200

 4,837,600

 Total

 $

 $
 8,163,100

 Total interest income
recognized for U.S. Treasury Bills was $ 229,400 and $ 239,600 for years ended December 31, 2024 and December 31, 2023. Interest
receivable was $ 0 and $ 160,000 for the years ended December 31, 2024 and December 31, 2023.

 F- 11

 6. Concentration of Credit Risk

 We currently maintain, and may in the future maintain,
our assets at certain financial institutions in the U.S. in amounts that are, and in the future may be, in excess of the Federal Deposit
Insurance Corporation ("FDIC") insurance limit of $250,000. At December 31, 2024, our Company's deposits and short-term
investments with a financial institution were $ 10,589,700 in excess of the FDIC deposit insurance coverage of $ 250,000. In the event of
a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds
the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations.

 In addition, we are exposed to credit risk with respect
to our accounts receivable due to the concentration of our major customers. See Note 13 for a discussion of our customer concentration.

 7. Long-term Receivables

 As of December 31, 2024, the Company had long-term
receivables of $ 1,292,800 from two of the three licensees representing the present value of fixed guaranteed royalty payments that will
be payable over varying periods of two through five years that commenced in the second half of 2022 and terminate in the second quarter
of 2028. The fixed guaranteed royalty payments result from amendments to license agreements with two existing licensees and a license
agreement with a new licensee. The receivable represents the present value of the fixed minimum annual payments due under the license
agreements, discounted at the Company's incremental borrowing rate of 6.32 %.

 The three agreements grant licenses for the
use of certain patented ink technology as it exists at the time that it is granted which is considered functional intellectual property.
Under Topic 606, a performance obligation to transfer a license for functional intellectual property is satisfied at a point in time and
the fixed consideration could be recognized upfront when the Company transfers control of the licensee if certain criteria are met. Specifically,
the minimum royalty guarantee could be recognized upfront if the following conditions are met:

 The royalty payment
is fixed or determinable

 Collection of the
royalty payment is considered probable

 The licensee has
the ability to benefit from the licensed technology

 The Company determined that the above conditions
were met upon execution of the three license agreements. The commissions are payable over the term of the agreements and are due when
payments are received by the Company. As of December 31, 2024 and 2023, the accrued commission payable balance was $ 128,500 and $ 172,200
included on the balance sheet in accrued expenses and accrued expenses, non-current.

 The current portion of the three license agreements,
in the amount of $ 545,700 and $ 624,600, is included in accounts receivable on the balance sheet as of December 31, 2024 and 2023.

 The following table summarizes the future minimum
payments due under the three license agreements as of December 31, 2024:

 Schedule of future minimum payments

 Year Ending December 31:

 2025

 $
 570,000

 2026

 $
 570,000

 2027

 $
 557,500

 2028

 $
 260,000

 Total

 $
 1,957,500

 F- 12

 The Company has evaluated the collectability
of the long-term receivables and believes them to be fully collectible as of December 31, 2024. However, there can be no assurance that
the receivables will not be impaired in the future due to changes in the licensees' financial condition or other factors.

 The long-term receivables are recorded at its present
value as of December 31, 2024, and the receivable and imputed interest will be amortized over the term of the license agreements using
the effective interest method. The unamortized balance of the long-term receivables as of December 31, 2024 and 2023 is $ 1,292,800 and
$ 1,838,500. The unamortized imputed interest balance as of December 31, 2024 and 2023 was $ 110,500 and $ 126,600, which will be recognized
as interest income through June 30, 2028. Interest income was $ 16,100 and $ 18,600 for the year ended December 31, 2024 and 2023, respectively.

 8. Line of Credit

 In November
2018, our Company negotiated a $ 150,000 revolving 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.

 9. Stockholders' Equity

 As part of an employment agreement, the
Company granted (the "Prior Grant") to an executive a one-time equity award of 1,000,000 restricted stock units ("RSUs")
of the Company's common stock valued at $ 3,580,000, fair value, which award was originally set to vest in its entirety on August
18, 2024. The fair market value of the Prior Grant was determined based on the closing price of the Company's common stock on the
grant date and was expensed on a straight-line basis to general and administrative expense as stock-based compensation over the one-year
vesting term. The Company recorded stock-based compensation expense of $ 2,435,800 and $ 1,320,500 for the year ended December 31, 2024
and 2023, respectively. Under the original terms of the award, to the extent the Company had not established an employee equity compensation
plan on or prior to August 18, 2024, the RSUs may have been converted, at the election of the executive, in full or in part, into cash
compensation, at a rate of $3.58 per share of common stock, which was the fair market value of the common stock on October 10, 2023, which
was the date the Board of Directors approved the grant. Since the issuance of the RSUs can be settled in cash, the monthly expense was
credited to a liability account, stock compensation liability, instead of equity.

 On August 16, 2024, the executive agreed
to cancel and forfeit the Prior Grant and, in lieu of the Prior Grant, the Company granted the executive 1,649,769 RSUs ("Replacement
Grant"), pursuant to and subject to the Company's 2024 Equity Incentive Plan (the"2024 Plan") and an award agreement,
as approved by the Board of Directors. The total number of Shares reserved and available for delivery under the 2024 Equity Incentive
Plan (the "2024 Plan") shall be equal to 2,000,000. The fair market value of the replacement grant was $ 3,580,000, which was
determined based on the closing price of the Company's common stock on the grant date. The shares of common stock underlying the
Replacement Grant shall vest ratably and quarterly over a two-year period beginning on the Replacement Grant date, August 16, 2024. The
cancellation and issuance of the Replacement Grant is treated as a modification of an award under FASB ASC 718. This modification resulted
in an incremental fair value of $1,410,000, calculated as the difference between the fair value of the Replacement Grant and the fair
value of the Prior Grant on the modification date. The incremental fair value will be recognized as additional compensation expense on
a straight-line basis over the new two-year vesting period. The Company will relieve the stock compensation liability on a proportional
basis as the Replacement Grant vests. On December 23, 2024, the executive agreed to forfeit to the Company all remaining 1,443,548
 shares underlying the unvested RSUs outstanding under the Replacement Grant. The fair market value of $ 3,132,500 was recorded as
a credit to equity and a debit to stock compensation payable.

 F- 13

 On September 11, 2023 our Company entered into
a stock purchase agreement in connection with a private placement for total gross proceeds of $ 5.0 million. The stock purchase agreement
provided for the issuance of an aggregate of 1,250,000 shares of our Company's common stock to an investor at a purchase
price of $ 4.00 per share. In addition, as consideration for general advisory services until the third anniversary, the Company agreed
to issue an aggregate total of 65,790 shares of common stock with a total fair market value on date of grant of $ 263,160, which
shares shall be issued as follows: one-third (21,930 shares) on September 11, 2024, one-third (21,930 shares) on September 11, 2025 and
one-third (21,930 shares) on September 11, 2026. The Company expenses the value of the stock grant, which is determined to be the fair
market value of the shares at the date of grant, straight-line over the term of the advisory agreement. For the years ended December
31, 2024 and 2023, the Company recognized $ 87,900 and $ 26,600, respectively, of consulting expense associated with this issuance. On
September 11, 2023, the sale pursuant to the Purchase Agreement closed. No placement
fees or commissions were paid in connection with this transaction. On September 11, 2024 the Company issued 21,930 shares of its common
stock for advisory services upon the vesting of the first tranche described above with a fair value of $ 87,700, which was fully expensed
upon issuance.

 On December 22, 2024,
the Company issued 60,000 shares to an outside Director for services for 2023 and 2024 and 60,000 shares to an executive for services
for 2024. The fair market value of $ 100,200 was fully vested and expensed to Stock Compensation Expense.

 On December
24, 2024, an executive of the Company was granted 10,000 RSU's, of which 5,000 RSU's vested on December 24, 2024 and the remaining
5,000 RSU's vest on December 24, 2025, with a total fair market value on date of grant of $ 16,700 of which $8,350 was vested. The
Company expenses the value of the stock grant, which is determined to be the fair market value of the non-vested shares at the date of
grant, straight-line over the vesting period.

 The Company recognized share-based compensation
of $ 2,732,500 and $ 1,320,500 for the years ended December 31, 2024 and 2023.

 At December 31, 2024, our Company had no warrants
outstanding.

 10. Income Taxes

 There was no income tax expense reflected in the results
of operations for the year ended December 31, 2024 and an income tax benefit of $ 122,700 for the year ended December 31, 2023, because
the Company carried forward net losses for tax purposes.

 As of December 31, 2024 and 2023, the Company had
federal net operating loss carry forwards of $ 707,000 and $ 211,000 respectively, and state net operating loss carryforwards of $ 2,568,000
and $ 1,791,000 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. The Pennsylvania NOL's started to expire in 2024, with $1,307,000 expiring by 2032. Remaining Pennsylvania NOL's expire
in 20 years. Florida NOL's will not expire.

 In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on
the deferred tax assets because of the uncertainty regarding its realizability.

 The tax effects of temporary differences which give
rise to deferred tax assets (liabilities) are summarized as follows:

 Schedule of federal and state income tax expense

 2024

 2023

 Deferred tax assets/(liabilities)

 Net operating loss carryforward

 $
 595,300

 $
 203,400

 R&D Credits

 41,300

 —

 Stock-based compensation

 —

 389,000

 Operating lease assets

 Capitalize research & development costs

 73,400

 Depreciation & amortization

 Total deferred tax assets

 711,400

 592,400

 Valuation allowance

 ( 711,400
)

 ( 592,400
)

 Net

 $
 —

 $
 —

 For the year ended December 31, 2024, the net increase in valuation allowance
was $ 119,000.

 F- 14

 Reconciliation of the statutory federal income tax to the Company's effective
tax:

 Schedule of reconciliation of the statutory federal rate

 December
 31, 2024

 December
 31, 2023

 Amount

 %

 Amount

 %

 Statutory
 federal tax rate

 ( 568,859
)

 21.00

 ( 327,300
)

 21.00

 State
 tax, net of federal benefit

 ( 272,901
)

 10.07

 ( 121,900
)

 ( 8.00
)

 NOL
 adjustment and other attributes

 ( 168,031
)

 6.20

 —

 —

 Stock
 based compensation

 1,027,094

 ( 37.92
)

 —

 —

 Other

 ( 136,338
)

 5.03

 ( 122,500
)

 ( 8.00
)

 Valuation
 allowance

 119,035

 ( 4.39
)

 449,000

 29.00

 Provision
 (Benefit) for income taxes

 —

 —

 ( 122,700
)

 ( 8.00
)

 Internal Revenue Code Section 382 limits the ability to utilize net operating
losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but
we have not analyzed it at this time as the deferred tax asset is fully reserved.

 The Company's policy is to record interest and penalties associated
with unrecognized tax benefits as additional income taxes in the statement of operations. The Company did no t recognize any interest
or penalties during 2024 related to unrecognized tax benefits.

 Tax years ending December 31, 2021 and thereafter remain open to examination
for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.

 11. Commitments and Contingencies

 Our Company conducts its operations in leased
facilities under a non-cancelable operating lease which was set to expire in 2024. The lease was extended for 13 months beginning on May
1, 2024 and expiring on May 31, 2025.

 On March 21, 2025, the Company and NE IND OWNER-1 LLC (the "Landlord")
entered into a second amendment (the "2025 Lease Amendment") to the lease agreement, dated December 12, 2013 (as previously
amended, the "Lease Agreement"), by and between the Company and the Landlord relating to premises at 480 Shoemaker Road, King
of Prussia, PA 19406. The Amendment provides for an extension of the term to December 31, 2027, and for monthly rent payments of,
initially, $7,147.00, escalating annually by 3.5%.

 Other than as set forth above, the terms of the Lease Agreement
remain unchanged.

 The Company has capitalized the present value
of the minimum lease payments commencing May 1, 2024, using an estimated incremental borrowing rate of 6.5 %. The minimum lease payments
do not include common area annual expenses which are considered to be non-lease components.

 As of May 1, 2024 the operating lease right-of-use
asset and operating lease liability amounted to $ 83,000.

 As of December 31, 2024 and 2023, the operating
lease asset amounted to $ 32,400 and $ 17,600, respectively, and operating lease liability amounted to $ 35,200 and $ 17,600, respectively.

 There are no other material operating leases. Our Company has
elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.

 Total operating lease costs were $ 70,500 and
$ 53,300 for the years ended December 31, 2024 and December 31, 2023.

 F- 15

 Undiscounted future minimum lease payments
as of December 31, 2024, by year and in aggregate are as follows:

 Schedule of maturities of lease liabilities

 Operating Leases

 2025

 $

 35,700

 Total lease payments

 35,700

 Less imputed interest

 ( 500

)

 Total

 $

 35,200

 Our Company had an employment
agreement with Michael A. Feinstein, M.D., our former Chairman of the Board and Chief Executive Officer. The employment agreement with
Dr. Feinstein was terminated as of August 18, 2023.

 In connection with Michael
S. Liebowitz's appointment as Chief Executive Officer of the Company, on October 19, 2023, Mr. Liebowitz and the Company entered
into an employment agreement, which sets forth the terms and conditions of his employment and is effective as of October 19, 2023. In
consideration for serving as Chief Executive Officer, Mr. Liebowitz is entitled to an annual base salary of $ 400,000, which is effective
retroactively as of the commencement of his term, August 18, 2023. In addition, Mr. Liebowitz shall be entitled to a one-time equity award
of 1,000,000 restricted shares as described under Note 9.

 On February 26, 2025, Michael S. Liebowitz notified the Board of Directors (the "Board")
of (the "Company") of his resignation as

 Chairman of the Board and Chief Executive
Officer of the Company, effective immediately.

 On December 22, 2024, the
Board of Directors adjusted Matthew C. Winger's salary to $120,000.

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

 Our Company has an employment agreement, expiring in March 2025,
with Terry W. Stovold, its Chief Operating Officer, whereby Mr. Stovold receives a salary set by our Company's Board of Directors,
currently set at $ 75,000, along with a commission of seven percent on sales generated by his efforts. The employment agreement contains
one-year renewal provisions that became effective after the original term. Our Company has an employment agreement, expiring in September
2026, with Matthew C. Winger, its Executive Vice President of Corporate Development, whereby Mr. Winger receives a salary set by
our Company's Board of Directors, currently set at $ 125,000 per year effective October 1, 2022 plus a performance bonus determined
by our Company's Board of Directors. The employment agreement contains two-year renewal provisions that become effective after
the original term.

 From time to time, our Company may be subject to legal proceedings and claims that arise in the ordinary course of
its business. In management's opinion the outcome of any such litigation will not materially affect the Company's financial
condition or results of operations.

 F- 16

 12. 401(k) Savings Plan

 Our Company sponsors a 401(k) savings plan, covering substantially
all employees, providing for employee and employer contributions. Employer contributions are made at the discretion of our Company. There
were no contributions charged to expense during 2024 or 2023.

 13. Major Customer and Geographic Information

 Our Company's revenues, expressed as
a percentage of total revenues, from non-affiliated customers that equaled 10% or more of our Company's total revenues were:

 Schedule of revenues as percentage of revenue

 2024

 2023

 Customer A

 %

 %

 Customer B

 %

 %

 Our Company's non-affiliate customers
whose individual balances amounted to more than 10% of our Company's net accounts receivable, expressed as a percentage of net accounts
receivable, were:

 Schedule of non-affiliated customers with accounts receivable

 December 31

 2024

 2023

 Customer A

 %

 %

 Customer B

 %

 %

 Our Company performs ongoing credit evaluations
of its customers and generally does not require collateral. Our Company also maintains allowances for potential credit losses. The loss
of a major customer could have a material adverse effect on our Company's business operations and financial condition. Our Company's
revenues by geographic region are as follows:

 Schedule of revenue by geographic region

 2024

 2023

 North America

 484,800

 591,900

 South America

 Europe

 —

 —

 Asia

 1,546,500

 1,439,500

 Australia

 85,900

 51,900

 2,117,800

 2,083,900

 F- 17

 14. Employee Retention Tax Credit

 The CARES Act, signed into law on March 27, 2020 with subsequent amendments,
 provides for refundable employee retention credit to employers whose operations were suspended due to COVID-19 or whose revenue significantly
 decreased. On June 15, 2023, the Company filed a Form 941-X to claim a refundable employee retention credit for the first quarter and
 third quarter 2021 payroll in the total amount of $ 84,000. During the year ended December 31, 2024, the Company received such credit and
 recorded the credit as other income in the accompanying Statement of Comprehensive Loss.

 15. Segment Reporting

 The Company operates as a single reportable segment, as the Chief Operating
 Decision Maker ("CODM"), the Chief Executive Officer ("CEO"), evaluates the business on a consolidated basis and
 does not receive discrete financial information for multiple business units.

 Measure of Segment Profit or Loss

 The CODM assesses the Company's financial performance based on operating
 loss, which aligns with the amount reported in the statement of comprehensive loss. The following table presents a reconciliation of segment
 operating loss to net loss:

 Schedule of segment operating loss to net loss

 Years ended December 31

 2024

 2023

 Revenues

 Licenses, royalties and fees

 $
 511,500

 $
 563,200

 1,606,300

 1,520,700

 Total revenues

 2,117,800

 2,083,900

 Cost of revenues

 Licenses, royalties and fees

 218,800

 214,100

 798,700

 767,900

 Total cost of revenues

 1,017,500

 982,000

 Gross profit

 1,100,300

 1,101,900

 Operating expenses

 Research and development

 178,200

 163,400

 Sales and marketing

 322,400

 270,800

 General and administrative

 3,900,000

 2,538,300

 Total operating expenses

 4,400,600

 2,972,500

 Net loss from operations

 ( 3,300,300
)

 ( 1,870,600
)

 Other income (expenses)

 Other income

 84,000

 —

 Interest income

 560,700

 326,900

 Interest expense and bank charges

 ( 23,300
)

 ( 14,900

 Total other income (expenses)

 621,400

 312,000

 Net income (loss) before income taxes

)

 ( 1,558,600
)

 Income taxes provision (benefit)

 —

 ( 122,700
)

 Net income (loss)

 $
)

 $
)

 F- 18

 Significant
Segment Expenses

 The Company considers the following as significant expenses in evaluating
its segment performance:

 Research and Development: includes costs related to personnel,
laboratory materials and supplies and product development and testing for ink technologies.

 General and Administrative: includes personnel costs, professional
fees, and other overhead expenses.

 Sales and Marketing: includes personnel costs and other sales
related expenses.

 Cost of Revenues: represents labor costs, material costs
and manufacturing overhead costs associated with the production of materials transferred to the customer from the Company's facility.

 Since
the Company has only one reportable segment, no additional segment disclosures are required beyond entity-wide disclosures presented
below.

 Entity-Wide Disclosures

 Geographic Revenue Information: For the year ended December
31, 2024 23 % of the Company's net sales were generated in North America and 77 % internationally. For the year ended December 31,
2023, 28 % of the Company's net sales were generated in North America and 72 % were generated internationally. Refer to Note 13.

 Major Customers: The Company has two customers that accounted
for 88 % of revenue and 93 % of net accounts receivable for the year ended December 31, 2024 and 83 % of revenue and 89 % of net accounts
receviable for the year ended December 31, 2023. Refer to Note 13.

 Exhibit Index

 The following Exhibits are filed as part of
this Annual Report on Form 10-K:

 Exhibit

 Number

 Description

 Location

 3.1

 Amended and Restated Articles of Incorporation

 Incorporated by reference to the Company's Form 10-Q filed on November 14, 2008

 3.2

 Articles of Amendment - Filed August 25, 2022

 Incorporated by reference to the Company's Report on Form 8-K filed on August 25, 2022

 3.2

 Second Amended and Restated Bylaws, Dated January 28, 2022

 Incorporated by reference to the Company's Form 8-K filed on February 2, 2022

 3.3

 Articles Supplementary relating to Nocopi Technologies, Inc.'s election to be subject to Sections 3-803, 3-804(a), 3-804(b) and 3-804(c) of the Maryland General Corporation Law

 Incorporated by reference to the Company's Form 8-K filed on October 29, 2021

 4.1

 Form of Certificate of Common Stock

 Incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 7, 2006

 4.2

 Registration
 Rights Agreement – Dated August 1, 2022

 Incorporated by reference to the Company's Form 8-K filed on August 5, 2022

 4.3

 Securities registered under Section 12 of the Exchange Act

 Incorporated by reference to the Company's Form 10-K filed March 25, 2024

 10.1

 Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan

 Incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 15, 1999

 10.2

 Director Indemnification Agreement

 Incorporated by reference to the Company's Quarterly Report on Form 10-QSB filed on November 15, 1999

 10.3

 Officer Indemnification Agreement

 Incorporated by reference to the Company's Quarterly Report on Form 10-QSB filed on November 15, 1999

 10.4

 Employment Agreement with Michael A. Feinstein, M.D.

 Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on August 14, 2008

 10.5

 Employee Agreement dated September 29, 2022 - Matthew C. Winger

 Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on September 30, 2022

 10.6

 Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 31, 2010

 10.7

 Employment Agreement with Terry W. Stovold

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 30, 2012

 10.10

 Lease Agreement dated December 12, 2013 relating to premises at 480 Shoemaker Road, King of Prussia, PA 19406

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on September 11, 2015

 10.11

 Lease
 Amendment dated September 28, 2018

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 29, 2019

 10.12

 Lease Amendment dated March 3, 2024

 10.13

 Lease Amendment dates March 22, 2025

 10.14

 Business Loan Agreement, Promissory Note and Commercial Security Agreement dated November 28, 2018 between the Company and Santander Bank

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 29, 2019

 10.15

 Stock Purchase Agreement - Dated August 1, 2022

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on August 5, 2022

 10.16

 Stock Purchase Agreement, dated September 11, 2023, by and between Nocopi Technologies, Inc. and Frost Gamma Investments Trust

 Incorporated by reference to the Company's Current Report on Form 8-K filed on September 13, 2023

 10.17

 Registration Rights Agreement, dated as of September 11, 2023, 2023, by and between Nocopi Technologies, Inc. and Frost Gamma Investments Trust.

 Incorporated by reference to the Company's Current Report on Form 8-K filed on September 13, 2023

 10.18

 Employment Agreement dated October 19, 2023 between the Company and Michael S. Liebowitz

 Incorporated by reference to the Company's Current Report on Form 8-K filed on October 23, 2023

 14.1

 Code of Ethics

 Incorporated by reference to the Company's Annual Report on Form 10-KSB filed on March 31, 2005

 19.1

 Insider Trading Policy

 21.1

 Subsidiaries of the Registrant

 Incorporated by reference to the Company's Form 10-K filed March 25, 2024

 23.1

 Consent of Stephano Slack LLC

 23.2

 Consent of Morison Cogen LLP

 31.1

 Certification of Chief Executive Officer required by Rule 13a-14(a)

 31.2

 Certification of Chief Financial Officer required by Rule 13a-14(a)

 32.1

 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Furnished herewith

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 -------

 Compensation plans and arrangements
for executives and others.