Ocean Power Technologies (NYSE American: OPTT) prices $10M direct stock and warrant sale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares offered: 25,000,000 shares Warrants offered: 25,000,000 warrants Combined purchase price: $0.40 per share + warrant +5 more

8 metrics

Shares offered 25,000,000 shares Common stock sold in registered direct offering

Warrants offered 25,000,000 warrants Common warrants to purchase common stock

Combined purchase price $0.40 per share + warrant Offering price for each share and accompanying warrant

Warrant exercise price $0.40 per share Exercise price for common warrants

Gross proceeds $10.0 million Expected gross proceeds from offering

Placement fee 6.0% of gross proceeds Cash fee payable to Ladenburg Thalmann

Expense reimbursement cap $50,000 Maximum reimbursement of placement agent expenses

Ownership cap per holder 9.99% of outstanding shares Initial beneficial ownership limitation in warrant terms

Key Terms

securities purchase agreement, registered direct offering, shelf registration statement, common warrants, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with those institutional accredited investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registered direct offering financial

"common warrants to purchase up to 25,000,000 shares of common stock in a registered direct offering at a combined purchase price"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"The offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-275843)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

common warrants financial

"together with common warrants (the “common warrants”) to purchase up to 25,000,000 shares of common stock"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Fundamental Transaction financial

"In addition, in the event of a Fundamental Transaction (as such term is defined in the common warrant), the holder"

Black Scholes Value financial

"to purchase the common warrant for cash in the amount of the Black Scholes Value (as defined in the common warrant)"

The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.

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Understanding 8-K Material Events →

06/08/2026 - 09:02 AM

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): June 4, 2026

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 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 June 4, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with those institutional accredited investors identified on the signature page thereto (the “Purchasers”) pursuant to which the Company offered for sale to the Purchasers an aggregate of 25,000,000 shares of the Company’s common stock, par value $0.001 per share (the “common stock”), together with common warrants (the “common warrants”) to purchase up to 25,000,000 shares of common stock (the “offering”). The combined purchase price per share of common stock and accompanying common warrant was $0.40. The offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-275843), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on December 12, 2023, a base prospectus included in the registration statement at the time it originally became effective, and a prospectus supplement, dated June 4, 2026, filed with the SEC on June 8, 2026 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Prospectus Supplement”).

The common warrants will be exercisable beginning on the six month anniversary of the initial issuance date at an exercise price of $0.40 per share of common stock, subject to adjustment in certain circumstances, and will expire on the six year anniversary of the initial exercise date. No fractional shares of common stock will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, the Company will round up to the next whole share. The common warrants also provide that in the event of a fundamental transaction, the Company is required to cause any successor entity to assume its obligations under the common warrants. In addition, in the event of a Fundamental Transaction (as such term is defined in the common warrant), the holder of the common warrant will be entitled to receive upon exercise of the common warrant the kind and amount of securities, cash or property that the holder would have received had the holder exercised the common warrant immediately prior to such Fundamental Transaction. Notwithstanding the foregoing, in the event of a Fundamental Transaction, the holders of the common warrants will have the right to require the Company or a successor entity to purchase the common warrant for cash in the amount of the Black Scholes Value (as defined in the common warrant) of the unexercised portion of the common warrants concurrently with or within 30 days following the consummation of a Fundamental Transaction. However, in the event of a Fundamental Transaction which is not in the Company’s control, including a Fundamental Transaction not approved by the Company’s board of directors, the holders of the common warrants will only be entitled to receive from the Company or its successor entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the common warrant that is being offered and paid to the holders of common stock in connection with the Fundamental Transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of common stock are given the choice to receive alternative forms of consideration in connection with the Fundamental Transaction.

The common warrants initially provide that the holder may not exercise any portion of the common warrants to the extent that the holder (together with its affiliates) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such common warrant. Such percentage may be increased or decreased to any number not in excess of 9.99% at the holder’s election upon notice to the Company, any such change not to take effect until the 61st day after notice to the Company.

Except as otherwise provided in the common warrants or by virtue of such holder’s ownership of shares of common stock, the holder of a common warrant will not have the rights or privileges of a holder of common stock, including any voting rights, until the holder exercises such common warrant.

The closing of the offering is expected to occur on or about June 8, 2026. The Company expects the gross proceeds from the offering to be $10.0 million. The Company intends to use the net proceeds from the offering for working capital needs and for other general corporate purposes.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

The foregoing descriptions of the Securities Purchase Agreement and the common warrants are not complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the form of common warrant, copies of which are included as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated by reference herein.

The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The legal opinion, including the related consent, of Porter Hedges LLP relating to the issuance and sale of the shares of common stock, the common warrants and the shares of common stock underlying the common warrants is filed as Exhibit 5.1 hereto.

In connection with the offering, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) acted as exclusive placement agent. Pursuant to an engagement letter with Ladenburg, the Company agreed to pay Ladenburg a cash fee equal to 6.0% of the gross proceeds received in the offering and to reimburse certain expenses of Ladenburg up to $50,000.

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

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the offering. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended April 30, 2025, including the information discussed under the captions “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

Item 8.01 Other Events.

On June 5, 2026, the Company issued a press release announcing the transactions contemplated by the Securities Purchase Agreement, a copy of which is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

	4.1	Form of Common Warrant.

	5.1	Opinion of Porter Hedges LLP.

	10.1	Form of Securities Purchase Agreement dated June 4, 2026.

	23.1	Consent of Porter Hedges LLP (included in Exhibit 5.1).

	99.1	Press Release dated June 5, 2026.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 8, 2026	/s/ Philipp Stratmann
	Philipp Stratmann
	President and Chief Executive Officer

Exhibit 99.1

Ocean Power Technologies Announces Pricing of $10,000,000 Registered Direct Offering Priced At A Premium to Market

MONROE TOWNSHIP, NEW JERSEY, June 5, 2026 — Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or the “Company”), today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale of 25,000,000 shares of the Company’s common stock together with common warrants to purchase up to 25,000,000 shares of common stock in a registered direct offering at a combined purchase price of $0.40 per share of common stock and accompanying common warrant. The offering was priced at a premium to yesterday’s closing price. The common warrants will be exercisable on the six month anniversary of the date of issuance at an exercise price of $0.40 per share and will expire 6 years from the initial date of exercise.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The closing of the registered direct offering is expected to occur on or about June 8, 2026, subject to the satisfaction of customary closing conditions.

The gross proceeds to the Company from the registered direct offering, before deducting the placement agent fees and other offering expenses payable by the Company, are expected to be approximately $10.0 million. The Company intends to use the net proceeds from the offering for working capital and for general corporate purposes.

The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275843, which was declared effective by the United States Securities and Exchange Commission (“SEC”) on December 12, 2023. A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov . Electronic copies of the prospectus supplement and accompanying base prospectus may be obtained, when available, by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described therein, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Ocean Power Technologies, Inc.

OPT provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets, including Merrows™, which provides AI capable seamless integration of Maritime Domain Awareness Systems across platforms. OPT’s PowerBuoy® platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. OPT also provides WAM-V® unmanned surface vessels (USVs) and marine robotics services. The Company’s headquarters are in Monroe Township, New Jersey, with an additional office in Richmond, California.

Cautionary Statement Regarding Forward-Looking Statements

This release may contain “forward-looking statements” that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as “may”, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. The forward-looking statements included in this press release include statements regarding the anticipated closing of the registered direct offering and the use of proceeds. These forward-looking statements reflect the Company’s current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the prospectus and the Company’s most recent Form 10-K and subsequent filings with the SEC on Forms 10-Q and Form 8-K for a further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.

Investors: 203-561-6945 or investorrelations@oceanpowertech.com

Media: 609-730-0400 x402 or MediaRelations@oceanpowertech.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Ocean Power Technologies (OPTT) announce in this 8-K filing?

Ocean Power Technologies announced a registered direct offering of 25,000,000 common shares plus common warrants for 25,000,000 shares at a combined price of $0.40. The company expects gross proceeds of about $10.0 million, before fees and expenses, from institutional investors.

How large is the new Ocean Power Technologies (OPTT) capital raise?

The capital raise totals 25,000,000 common shares sold with common warrants to purchase up to 25,000,000 additional shares. At a combined purchase price of $0.40 per share and warrant, Ocean Power Technologies expects gross proceeds of approximately $10.0 million from this registered direct offering.

What are the key terms of the Ocean Power Technologies (OPTT) warrants?

The common warrants allow investors to buy up to 25,000,000 shares at an exercise price of $0.40 per share. They become exercisable six months after issuance, expire six years after first exercise, and initially limit each holder’s ownership to no more than 9.99% of outstanding common stock.

How will Ocean Power Technologies (OPTT) use the proceeds from the offering?

Ocean Power Technologies states it intends to use the net proceeds from the approximately $10.0 million gross offering for working capital needs and other general corporate purposes. This means funding day-to-day operations, growth initiatives, and overall corporate requirements rather than a specific acquisition.

Who is acting as placement agent for the Ocean Power Technologies (OPTT) deal?

Ladenburg Thalmann & Co. Inc. is the exclusive placement agent for the registered direct offering. Ocean Power Technologies agreed to pay a cash fee equal to 6.0% of gross proceeds and reimburse certain Ladenburg expenses up to $50,000, in connection with arranging the transaction.

When is the Ocean Power Technologies (OPTT) offering expected to close?

The company indicates that closing of the registered direct offering is expected on or about June 8, 2026, subject to customary closing conditions. Settlement timing can be affected by satisfaction of those conditions but is targeted around that date in the disclosure.

Filing Exhibits & Attachments

9 documents

Press Releases

EX-99.1 EX-99.1 11.1 KB

Agreements & Contracts

EX-10.1 EX-10.1 389.7 KB