Ocean Power Technologies filings document material events for an operating company commercializing marine power, data, autonomous surface vessel and maritime domain awareness systems. Recent 8-K reports cover securities purchase agreements for convertible notes, product and program updates involving PowerBuoy® and WAM-V® systems, preliminary operating results, Regulation FD communications, and press releases tied to government and commercial maritime deployments.
The filing record also includes governance and capital-structure disclosures, including equity incentive plan amendments, annual meeting voting results, common stock issuance mechanics, note conversion terms, covenants, interest provisions and beneficial ownership caps. These documents formalize OPTT disclosures on financing, stockholder votes, executive-compensation plans, operational updates, customer programs, and public-company reporting obligations.
Ocean Power Technologies, Inc. (OPTT) asks stockholders to approve three proposals for a virtual special meeting on November 24, 2026: issuance of common stock beyond the 19.99% cap based on shares outstanding when the Series D notes were issued, discretionary reverse-split authority, and adjournment if more proxies are needed. The notes total $7,797,343, bear 4.5% annual interest (13% after an event of default), mature October 1, 2027, and convert at $2.45 or an alternative price equal to 93% of the lowest VWAP during the seven trading days before conversion.
Assuming all notes converted on the Record Date at the Conversion Price, OPTT estimates 3,182,589 conversion shares, approximately 25.9% of the 12,276,748 shares that would then have been outstanding. The company says approval is required for full conversion; without it, it anticipates alternative debt repayment, likely on less favorable terms. The proposed split may be set at no greater than 6.6-for-1 and must be implemented within one year of the meeting or abandoned. OPTT cites NYSE American rules that would trigger automatic delisting if its share price fell below $0.25 after July 1, 2027, and says it cannot assure a higher price would be sustained.
The Board recommends “FOR” each proposal; each requires a majority of shares represented and entitled to vote.
Ocean Power Technologies, Inc. (OPTT) is offering up to 9,375,000 shares of common stock, each paired with a warrant to purchase one share; the prospectus also covers up to 9,375,000 shares issuable upon warrant exercise. The assumed combined price is $0.64 per share and warrant. If all offered securities are sold, stated gross proceeds are $6,000,000, placement-agent fees are $360,000, and proceeds to the company before expenses are $5,640,000.
This is a best-efforts offering with no minimum closing amount, and the company may sell fewer securities. Warrants are exercisable on or after the initial exercise date and expire five years from that date; exercise is subject to a 4.99% beneficial-ownership cap, or 9.99% if elected before issuance. The company intends to use net proceeds for working capital and general corporate purposes; holders of its Series D Senior Convertible Notes may require up to 30% of net proceeds to repay those notes.
The company estimates immediate dilution of $0.4563 per share for new investors at the assumed offering price. It also states that recurring operating losses, negative cash flows, limited liquidity and an unwaived event of default under convertible notes raise substantial doubt about its ability to continue as a going concern.
Ocean Power Technologies, Inc. dismissed Baker Tilly as its independent registered public accounting firm, effective October 26, 2026, and appointed Carr, Riggs & Ingram, L.L.C. for the fiscal year ending April 30, 2027. The Audit Committee said the dismissal was made to save on audit fees and costs, among other factors.
Baker Tilly’s report for the year ended April 30, 2026 included an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern. Ocean Power Technologies also disclosed material weaknesses in controls over complex and non-routine transactions, including revenue recognition and convertible debt, and over inventory-system data used in financial reporting.
Separately, Ocean Power Technologies and Stratum Holdings signed a non-binding letter of intent for a proposed offshore renewable-powered data-center demonstration. The LOI contemplates negotiating definitive agreements under which Ocean Power Technologies would grant Stratum a limited, non-exclusive license to certain PowerBuoy patents and provide prototype assets, while Stratum would provide GPU assets and integration expertise and pay a monthly retainer. The program would test the technical feasibility of hosting edge AI workloads using onboard renewable generation without a power umbilical to shore.
Ocean Power Technologies, Inc. (OPTT) is asking stockholders to approve three proposals at a special meeting on November 24, 2026: conversion of Exchange Notes into shares beyond the 19.99% issuance limit measured against shares outstanding at the September 25, 2026 closing, authority for a reverse split, and adjournment if more proxies are needed. Issued in exchange for cancellation of Series C-1 notes, the Exchange Notes have $7,797,343 in principal, accrue interest at 4.5% annually (13% after an event of default), mature October 1, 2027, and convert at $2.45 or an alternative price of 93% of the lowest VWAP during the seven trading days before conversion.
Assuming full conversion at $2.45 as of the October 15, 2026 record date, the company estimated 3,182,589 shares; investors would have held approximately 25.9% of the 12,276,748 shares outstanding after conversion. The proposed reverse split would authorize—but not require—the Board to select a ratio of not greater than 6.6 for 1 within one year of the meeting. The company says it seeks the split to maintain its NYSE American listing and cautions that it may not sustain a higher share price and could adversely affect liquidity.
Ocean Power Technologies, Inc. registered 366,162 shares of common stock for resale by selling stockholder Columbia Power Technologies, Inc.; Ocean Power will not receive proceeds from those sales. The shares were issued as consideration in an asset acquisition. A portion is subject to trading restrictions for a period after the acquisition closing under the asset purchase agreement. The seller may offer shares at prevailing market prices, prices related to prevailing market prices, or privately negotiated prices.
The acquired portfolio includes intellectual property and engineering work in offshore power, autonomous surface vehicles, maritime sensing, communications and AI-enabled software, and adds a subsea power capability designed to support persistent underwater operations. Ocean Power identifies recurring operating losses, negative cash flows, limited liquidity and an unwaived event of default under its convertible notes as raising substantial doubt about its ability to continue as a going concern. Its last reported common-stock sale price was $2.12 per share on September 22, 2026.
Ocean Power Technologies, Inc. (OPTT) amended its disclosure of Robert Powers’ departure as CFO. Powers departed by mutual agreement with the Board effective September 30, 2026. Victoria Hay became interim CFO, Principal Financial Officer and Principal Accounting Officer through Flexible Consulting, LLC, at $30,000 per month plus monthly expense reimbursement; the Board is searching for a permanent CFO. Powers will receive six months of base salary, the balance of his agreed fiscal 2026 bonus and company health benefits through October 31, 2026. He remains employed through October 14, 2026 to assist with the transition.
Ocean Power Technologies, Inc. (OPTT) entered into an engagement agreement with Flexible Consulting, LLC, effective September 30, 2026, for Victoria Hay to serve as interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. The Board is conducting a search for a permanent Chief Financial Officer. Hay, through Flexible Consulting, will receive $30,000 per month and monthly expense reimbursement.
Robert Powers departed as Chief Financial Officer effective September 30, 2026, upon mutual agreement with the Board. Under his separation agreement, he will receive six months of base salary and the balance of his agreed fiscal 2026 bonus, with Company health benefits through October 31, 2026. He will remain employed through October 14, 2026, to assist with the transition.
Ocean Power Technologies, Inc. (OPTT) asks stockholders to approve issuance of common shares upon conversion of its Series D Senior Convertible Notes in excess of 19.99% of common shares outstanding as of the September 25, 2026 closing, to comply with NYSE American Rule 713. The notes have an aggregate principal amount of $7,797,343, convert at $2.45 per share or an alternative price equal to 93% of the lowest VWAP during the seven trading days before conversion, bear 4.5% annual interest (13% after an event of default), and mature October 1, 2027.
Assuming all notes had converted on the October 15, 2026 record date at $2.45, the company estimated 3,182,589 conversion shares and approximately 25.9% of 12,276,748 post-conversion shares. The notes cap each investor’s beneficial ownership at 4.99% of outstanding common stock. At the November 24, 2026 meeting, stockholders also vote on adjournment to solicit more proxies if votes for issuance are insufficient; the Board recommends FOR both proposals. If the issuance proposal fails, the company says it cannot permit full conversion and anticipates alternative debt repayment, likely on less favorable terms.
Ocean Power Technologies, Inc. (OPTT) reported that Interim President and CEO Tracy D. Pagliara received an award of 75,000 restricted stock units on September 30, 2026. Each unit represents a contingent right to receive one share of the issuer's restricted stock, with time-based vesting in 2027. The transaction reports a resulting position of 89,793 shares.