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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Maryland to Commission file number 000-20333 Nocopi Technologies , Inc. ( Exact name of registrant as specified in its charter ) State or other jurisdiction of incorporation or organization 480 Shoemaker Road , Suite 104 , King of Prussia , PA ( Address of principal executive offices ) 87-0406496 ( I.R.S. Employer Identification No. ) 19406 ( 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 ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . ¨ Yes þ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . ¨ Yes þ No Indicate 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 . þ Yes ¨ No Indicate 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 ) . þ Yes No Indicate 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 Non - accelerated filer þ 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.¨ Indicate 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 . " Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act of 1934 ) ¨ Yes þ No The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant was approximately $ 6,454,000 as of June 30 , 2020 . As of March 17 , 2021 , there were 67,353,690 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 2020 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 , 2020 .