[8-K] Ocean Power Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Ocean Power Technologies entered an at-the-market sales agreement with Ladenburg Thalmann to offer up to $40,000,000 of common stock. Ladenburg will act as sales agent, executing sales consistent with the companys instructions and market conditions and receiving a 3.00% commission on gross proceeds; it is not obligated to buy shares as principal. Shares will be issued under the companys effective Form S-3 shelf registration and a prospectus supplement was filed in connection with the program.

The company terminated its prior ATM agreement with A.G.P./Alliance Global Partners; under that prior program it sold approximately $18 million of common stock and the termination carried no penalties. The arrangement provides a flexible mechanism to raise capital, while actual proceeds will depend on market conditions and the companys capital needs.

Positive

• Access to up to $40,000,000 of potential capital via an at-the-market program
• Flexible execution under the company's instructions, including negotiated transactions with consent
• Prior AGP program produced approximately $18 million of issuances and was terminated without penalties

Negative

• Potential dilution to existing shareholders if the full ATM capacity is utilized
• No principal purchase obligation by Ladenburg, so proceeds are dependent on market execution and demand
• Sales are discretionary and contingent on market conditions and company capital needs

Insights

Financial Analyst

TL;DR: The ATM gives OPTT flexible access to up to $40M of capital but creates dilution risk and depends on market execution.

The agreement establishes an at-the-market channel under the companys effective Form S-3 to sell up to $40,000,000 of common stock through Ladenburg Thalmann as sales agent. Ladenburgs 3.00% commission and its lack of principal purchase obligation mean proceeds are market-dependent rather than guaranteed. The prior AGP program had delivered ~$18 million of issuances and was terminated without penalty. For investors, this is a material financing tool that is neutral in isolation: it increases liquidity and optionality but can be dilutive if shares are sold extensively.

Capital Markets Specialist

TL;DR: Using Ladenburg as ATM agent enables opportunistic issuances, but absent a principal commitment it does not assure immediate funding.

The Sales Agreement permits at-the-market sales and negotiated transactions with the company's consent, executed per the company's instructions and applicable rules. Compensation is a fixed 3.00% of gross proceeds; customary reps, indemnities and expense reimbursements apply. The facility relies on the existing Form S-3 shelf for issuance. Replacing the prior AGP agreement (which resulted in ~$18M sold) with this new agent is a straightforward operational change. Impact is neutral-to-moderate: it is a meaningful financing capability but not an immediate credit or cash event until shares are sold.

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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

Date of Report (Date of earliest event reported): August 8, 2025

Ocean Power Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33417		22-2535818
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer 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 Right		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 August 8, 2025, Ocean Power Technologies, Inc. (the “Company”) entered into a sales agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $40,000,000 (the “Shares”), to or through Ladenburg, as sales agent (the “Sales Agreement”), from time to time, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Shares (the “ATM Offering”).

Shares may be sold in the ATM Offering by any method deemed to be an “at the market offering.” Under the Sales Agreement, Ladenburg will also be able to sell shares of Common Stock by any other method permitted by law, including in negotiated transactions with the Company’s prior written consent. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Ladenburg is required to use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NYSE American to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Ladenburg is not under any obligation to purchase any of the Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by Ladenburg and the Company in writing and expressly set forth in a placement notice. Ladenburg’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Company is not obligated to make any sales of Shares under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs.

The Company will pay Ladenburg commissions for its services in acting as its sales agent in the sale of the Shares pursuant to the Sales Agreement. Ladenburg is entitled to compensation at a fixed commission rate of 3.00% of the aggregate gross proceeds from the sale of the Shares on the Company’s behalf pursuant to the Sales Agreement. The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has provided Ladenburg with customary indemnification and contribution rights. The Company has also agreed to reimburse Ladenburg for certain specified expenses, including the expenses of counsel to Ladenburg. The offering of the Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by Ladenburg or the Company, as permitted therein.

The Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275843), filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2023, and declared effective by the SEC on December 12, 2023. The Company filed a prospectus supplement, dated August 8, 2025, with the SEC in connection with the offer and sale of the Shares pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference. A copy of the legal opinion and consent of Porter Hedges LLP relating to the Shares being offered is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with entering into the Sales Agreement, effective August 8, 2025, the Company terminated its At the Market Offering Agreement with A.G.P/Alliance Global Partners (“AGP”) dated March 22, 2024 (the “AGP Agreement”). Under the AGP Agreement, the Company had sold and issued an aggregate of shares of its common stock with an aggregate market value of approximately $18 million. There were no penalties associated with the termination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

*5.1	Opinion of Porter Hedges LLP.
*10.1	At Market Issuance Sales Agreement, dated August 8, 2025, by and between Ocean Power Technologies, Inc. and Ladenburg Thalmann & Co. Inc.
*23.1	Consent of Porter Hedges LLP (included in Exhibit 5.1).
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: August 8, 2025	/s/ Philipp Stratmann
	Philipp Stratmann
	President and Chief Executive Officer

FAQ

What is the size of the ATM offering for Ocean Power Technologies (OPTT)?

The company may offer up to $40,000,000 of common stock pursuant to the at-the-market sales agreement.

Who is the sales agent for OPTTs ATM program?

Ladenburg Thalmann & Co. Inc. will act as the sales agent under the Sales Agreement.

What commission will OPTT pay to the sales agent?

Ladenburg is entitled to a fixed commission of 3.00% of the aggregate gross proceeds from sales made under the agreement.

Is the company required to sell shares under the Sales Agreement?

No. The company is not obligated to make any sales; determinations to sell depend on market conditions and capital needs.

What happened to OPTTs prior ATM agreement with A.G.P./Alliance Global Partners?

The prior AGP agreement was terminated; under that program the company sold approximately $18 million of common stock and there were no termination penalties.