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Ocean Power Technologies, Inc. has called a virtual special stockholders meeting on September 10, 2026 to seek authorization for its Board to amend the Certificate of Incorporation to effect a reverse stock split of the common stock at a ratio between 5-for-1 and 50-for-1, at any time within one year. A second proposal would permit adjournment of the meeting to solicit additional proxies if support for the reverse split is insufficient. Holders of common stock at the August 3, 2026 record date may vote one vote per share.
The stated goals are to increase the trading price of the stock, support continued listing on the NYSE American in light of rules that may trigger automatic delisting below $0.25 after October 1, 2026, and broaden institutional interest. The company notes that voting and other rights should remain proportionate after the split, fractional shares will be rounded up to a whole share, and incentive awards, convertible securities and Section 382 Tax Benefits Preservation Plan terms will be adjusted proportionately. As of the record date, 270,138,823 common shares were outstanding, with directors and officers collectively holding about 3,445,849 shares (1.3%). The Board unanimously recommends voting “FOR” both proposals.
Ocean Power Technologies, Inc. filed a notification that it will not submit its Annual Report on Form 10-K for the period ended April 30, 2026 within the original deadline. The company cites the need for additional time to complete certain procedures related to the preparation and audit of its financial statements, stating that filing on time would require unreasonable effort or expense.
The company anticipates filing the Form 10-K within the fifteen-day extension period permitted under Exchange Act Rule 12b-25. It also notes that timing and completion of the 2026 Form 10-K remain subject to risks and uncertainties described in its prior SEC filings.
Ocean Power Technologies, Inc. entered into an at the market offering agreement with H.C. Wainwright & Co., LLC, allowing the company to offer and sell shares of its common stock, par value $0.001 per share, with an aggregate offering price of up to $20,000,000 from time to time through Wainwright as sales agent.
Sales may be made on NYSE American or other U.S. trading markets in transactions deemed to be an at the market offering or other permitted methods. Wainwright will use commercially reasonable efforts to sell shares per the company's instructions and will receive a commission of 3.00% of aggregate gross proceeds, plus up to $50,000 of specified expenses. The company is not obligated to sell any shares, and the agreement may be terminated by either party. The shares are registered under a Form S-3 shelf (File No. 333-275843) declared effective on December 12, 2023, and are covered by a prospectus supplement dated July 27, 2026.
Ocean Power Technologies, Inc. is establishing an at-the-market equity program to sell up to $20,000,000 of common stock from time to time through H.C. Wainwright & Co. as sales agent under an existing $100,000,000 shelf registration. Wainwright will earn a 3.0% commission on gross proceeds and may also act as principal.
The program could add up to 105,263,158 shares at an assumed price of $0.19 per share, bringing total shares outstanding to as many as 364,417,133, subject to market prices and company discretion. As of July 20, 2026, 259,153,975 shares were outstanding against 400,000,000 authorized.
Assuming full ATM usage at $0.19 per share, pro forma as adjusted net tangible book value would be $0.12 per share, creating immediate dilution of about $0.07 per share for new investors. Net proceeds are intended for working capital and general corporate purposes. The company recently acquired assets from Columbia Power Technologies, paying with 10,984,848 shares and agreeing to register their resale.
Ocean Power Technologies, Inc. is asking stockholders to authorize its Board to amend the Certificate of Incorporation to implement a reverse stock split of common stock at a ratio between 5-for-1 and 50-for-1, at any time within one year after the September 10, 2026 special meeting. The Board would choose the exact ratio and may also abandon the action.
The main stated purpose is to raise the trading price of the common stock to help maintain listing on the NYSE American, especially in light of a new rule that would automatically delist stocks trading below $0.25 after October 1, 2026. The company describes potential benefits such as improved marketability and institutional interest, while noting risks including possible reduced liquidity, increased odd-lot costs, and a potential decline in overall market capitalization.
The reverse split would proportionately reduce outstanding shares, adjust outstanding options and convertible securities, leave par value at $0.001 per share, and round any fractional holdings up to the nearest whole share. A separate proposal would allow adjournment of the meeting to solicit additional proxies if needed. Both proposals are characterized as routine matters for broker voting, and the Board unanimously recommends voting in favor of each.
Ocean Power Technologies, Inc. acquired subsea intellectual property and developmental technology assets from Columbia Power Technologies, issuing 10,984,848 shares of common stock valued at $2.9 million based on a trailing 30‑day VWAP. The asset deal effective July 22, 2026 adds subsea power capability intended to extend the company’s operational infrastructure from the ocean surface to the seabed.
For the fiscal year ended April 30, 2026, revenue was $4.1 million versus $5.9 million a year earlier, with a gross loss of $8.1 million and an operating loss of $41.0 million. Net loss was $44.8 million compared with $21.5 million in fiscal 2025, and unrestricted cash, cash equivalents and short‑term investments totaled $8.7 million at year-end. Backlog reached a record $19.8 million, up 58% year over year, supported by an approximately $6.5 million multi‑PowerBuoy® U.S. Coast Guard contract and a sales pipeline of $142.3 million.
The company terminated its at‑the‑market equity sales agreement with Ladenburg Thalmann without penalties and reported $9.2 million of convertible notes payable and a $1.2 million derivative liability. Governance changes include appointing Rear Admiral Joseph A. “Digger” DiGuardo Jr. as Acting Chairman of the Board and the retirement of long‑time Chairman Terence J. Cryan.
Ocean Power Technologies, Inc. amended and restated its Section 382 Tax Benefits Preservation Plan to extend its expiration from the close of business on June 29, 2026 to the close of business on June 29, 2029. The plan is designed to help preserve the company’s net operating loss carryforwards and other tax attributes by discouraging investors from becoming “Acquiring Persons” through owning 4.99% or more of the outstanding common stock without Board approval.
Each right, if triggered, allows the holder to buy one one-thousandth of a share of Series A Participating Preferred Stock (a Unit) at a $2.25 purchase price per Unit, reduced from $4 in the original plan. The Board also approved an Amended and Restated Series A Certificate of Designations increasing designated Series A Participating Preferred Stock from 100,000 shares to 700,000 shares, aligning the preferred stock terms with the extended tax benefits plan.
Ocean Power Technologies, Inc. reported successful field performance from a MERROWS™-equipped PowerBuoy® system deployed for the U.S. Coast Guard off San Diego. The buoy has generated close to 0.5 MWh of renewable energy and maintained reliable operations, supporting maritime domain awareness for defense and security uses.
The company also granted 65,000 restricted stock units as a material inducement to hire Rob O’Malley as U.S. Defense Senior Director of Business Development. These RSUs vest over nine months based on continued employment and performance targets, aligning his incentives with execution of U.S. defense-focused sales initiatives.
Ocean Power Technologies, Inc. entered into securities purchase agreements with institutional investors for a registered direct offering of 25,000,000 shares of common stock together with common warrants to buy up to 25,000,000 additional shares. The combined price per share and warrant is $0.40, implying expected gross proceeds of about $10.0 million.
The common warrants become exercisable six months after issuance, carry a $0.40 exercise price, and expire six years after first exercise. Warrant terms include protections in the event of a Fundamental Transaction and a 9.99% ownership cap per holder. The company plans to use net proceeds for working capital and general corporate purposes, with Ladenburg Thalmann acting as exclusive placement agent.
Ocean Power Technologies, Inc. is offering an aggregate of 25,000,000 shares of common stock together with common warrants to purchase up to 25,000,000 shares, at a combined purchase price of $0.40 per share and accompanying warrant. Each share is sold with one warrant exercisable after six months at an exercise price of $0.40 and expiring six years after initial exercise.
The company estimates net proceeds of approximately $9.3 million before expenses (assuming no warrant exercise), and pro forma as-adjusted net tangible book value per share of $0.09 with immediate dilution to new investors of $0.31 per share. Shares outstanding immediately after the offering are stated as 255,166,826 shares.