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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Act of 1934
November
2, 2026
Ocean
Power Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-33417 |
|
22-2535818 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 28
Engelhard Drive, Suite
B |
|
|
| Monroe
Township, New
Jersey |
|
08831 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(609)
730-0400
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol (s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 Par Value |
|
OPTT |
|
NYSE
American |
| Series
A Preferred Stock Purchase Rights |
|
N/A |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
November 2, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Vanquish Funding Group Inc. (“Vanquish”), pursuant to which the Company issued a 12% promissory note
in the aggregate principal amount of $373,750, which includes an original issue discount of $48,750, for an aggregate purchase price
of $325,000 (the “Note”), with additional tranches of financing of up to $2,875,000 in the aggregate during the next twelve
months subject to further agreement by and between the Company and Vanquish.
The
Note matures on October 30, 2027. The Company may prepay the outstanding balance of the Note, in whole or in part, at any time at a discount
of four percent (4%) if prepaid within days one (1) through sixty (60) following the issuance date, three percent (3%) if prepaid within
days sixty-one (61) through one hundred twenty (120), and two percent (2%) if prepaid within days one hundred twenty-one (121) through
one hundred eighty (180). The Company is responsible for $7,000 of Vanquish’s due diligence and legal fees in connection with the
Purchase Agreement. The Company intends to use the proceeds of the Note for general working capital purposes.
Upon
the occurrence and during the continuation of any Event of Default (as defined in the Note), the Note shall become immediately due and
payable and the Company shall pay to Vanquish, in full satisfaction of its obligations thereunder, an amount equal to 150% (“Default
Percentage”) times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the
unpaid principal amount of the Note to the date of payment plus (y) Default Interest (as defined in the Note), if any, on the amounts
referred to in clauses (w) and/or (x) plus (z) any amounts owed to Vanquish pursuant to Article IV of the Note, and all other amounts
payable thereunder shall immediately become due and payable, all without demand, presentment or notice, together with all costs, including,
without limitation, legal fees and expenses, of collection, and Vanquish shall be entitled to exercise all other rights and remedies
available at law or in equity.
Solely
upon the occurrence and continuation of an Event of Default (as defined in the Note), Vanquish shall have the right, but not the obligation,
to convert all or any portion of the outstanding balance of the Note, including principal, accrued interest, and any applicable default
amount, into shares (the “Conversion Shares”) of the Company’s common stock, $0.001 par value per share (the “Common
Stock”), provided that in no event shall Vanquish convert any portion of the Note prior to the date which is one hundred eighty
(180) days following the issue date of the Note. The conversion price for the Conversion Shares is 75% of the lowest trading price (i.e.,
the lowest closing bid price, representing a 25% discount) for the Common Stock during the ten (10) trading days immediately preceding
the applicable conversion date. Vanquish is prohibited from converting any amount of the Note that would result in Vanquish and its affiliates
beneficially owning more than 4.99% of the outstanding shares of Common Stock.
The
Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations,
warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The
Purchase Agreement and the Note are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and the
description above of the material terms of the Purchase Agreement and the Note is qualified in its entirety by reference to such exhibits.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
securities that may be issued by the Company to Vanquish under the Purchase Agreement are being offered and sold by the Company to Vanquish
in transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the Purchase Agreement, Vanquish
represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)
of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold
to Vanquish under the Purchase Agreement have not been and will not be registered under the Securities Act or any applicable state securities
or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States absent registration or
an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company,
nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| *10.1 |
|
Securities Purchase Agreement dated November 2, 2026 between Ocean Power Technologies, Inc. and Vanquish Funding Group, Inc. |
| *10.2 |
|
Form of Promissory Note dated November 2, 2026 issued by Ocean Power Technologies, Inc. to Vanquish Funding Group, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
SIGNATURE
Pursuant
to the requirements 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.
| |
|
Ocean
Power Technologies, Inc. |
| |
|
|
| Dated:
November 3, 2026 |
|
/s/
Tracy Pagliara |
| |
|
Tracy
Pagliara |
| |
|
Acting
President and Chief Executive Officer |
