Ocean Power Technologies (NYSE: OPTT) sells $6,500,000 convertible notes

Rhea-AI Filing Summary

Ocean Power Technologies, Inc. entered into a securities purchase agreement on May 15, 2025 allowing it to issue convertible notes for up to an aggregate principal amount of $25,000,000 to certain institutional investors. The notes are convertible into shares of the company’s common stock.

On that same date, the company issued and sold notes with an original aggregate principal amount of $10,000,000. On October 7, 2025, it issued and sold an additional $6,500,000 of notes to the same investors, raising more capital through this structure.

The additional notes and the common stock issuable upon conversion are being offered pursuant to a prospectus supplement related to a shelf registration statement on Form S-3 that was declared effective on December 12, 2023. An opinion of counsel on the validity of the securities is included as an exhibit, along with the securities purchase agreement and the form of the Series B convertible note incorporated by reference.

Insights

Capital structure and credit analyst

OPTT adds $6,500,000 in convertible debt under an existing $25,000,000 note program.

Ocean Power Technologies expanded its convertible note financing, moving from an initial aggregate principal amount of $10,000,000 issued on May 15, 2025 to an additional $6,500,000 issued on October 7, 2025, under a total capacity of $25,000,000. These notes are convertible into common stock, which combines debt-like funding with potential equity conversion.

The notes and the related conversion shares are issued through a prospectus supplement to a Form S-3 shelf registration statement declared effective on December 12, 2023. This structure permits registered public offerings directly to institutional investors, using pre-cleared documentation and an opinion of counsel on the validity of the securities.

Investor impact will depend on the specific conversion terms of the Series B convertible notes and any future use of the remaining authorization under the $25,000,000 limit, as summarized in the referenced securities purchase agreement and note form.

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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): October 7, 2025

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 15, 2025, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”) under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor (the “Offering”), convertible notes for up to an aggregate principal amount of $25,000,000 (the “Notes”) that will be convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”). On May 15, 2025, the Company issued and sold to the Investors Notes in the original aggregate principal amount of $10,000,000.

On October 7, 2025, the Company issued and sold to the Investors $6,500,000 of additional Notes. The additional Notes and shares of Common Stock issuable upon conversion of the additional Notes are being offered and sold pursuant to a prospectus supplement which will be filed in connection with a “takedown” from the Company’s shelf registration statement on Form S-3 (File No. 333-275843) declared effective on December 12, 2023. An opinion of counsel regarding the validity of the securities being issued and sold by the Company in the transactions described in the Securities Purchase Agreement is filed as Exhibit 5.1.

A description of the terms of the Securities Purchase Agreement was included in the Company’s Current Report on Form 8-K filed on May 15, 2025, which descriptions were not complete and are qualified in its entirety by reference to the full text of those agreements, copies of which are included as Exhibits 10.1 and 10.2 hereto, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
*5.1		Opinion of Porter Hedges LLP.
*10.1		Securities Purchase Agreement dated May 15, 2025 between Ocean Power Technologies, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2025).
*10.2		Form of Series B Convertible Note between Ocean Power Technologies, Inc. issued by Ocean Power Technologies, Inc. to the holder (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2025).
23.1		Consent of Porter Hedges LLP (included in Exhibit 5.1).

* 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: October 7, 2025	/s/ Philipp Stratmann
	Philipp Stratmann
	President and Chief Executive Officer

FAQ

What financing did Ocean Power Technologies (OPTT) enter into on May 15, 2025?

On May 15, 2025, Ocean Power Technologies, Inc. entered into a securities purchase agreement with institutional investors to issue convertible notes for up to an aggregate principal amount of $25,000,000, which are convertible into shares of its common stock.

How much in convertible notes has Ocean Power Technologies (OPTT) issued so far under this agreement?

Ocean Power Technologies initially issued and sold notes with an original aggregate principal amount of $10,000,000 on May 15, 2025 and then issued and sold an additional $6,500,000 of notes on October 7, 2025.

What happened on October 7, 2025 in Ocean Power Technologies’ (OPTT) 8-K?

On October 7, 2025, Ocean Power Technologies issued and sold to the institutional investors an additional $6,500,000 of convertible notes under the existing securities purchase agreement, creating a further direct financial obligation.

How will the additional notes of Ocean Power Technologies (OPTT) be converted?

The notes issued under the securities purchase agreement, including the additional $6,500,000 of notes, are convertible into shares of Ocean Power Technologies’ common stock with a par value of $0.001 per share, based on the terms set out in the Series B convertible note form.

Under what registration statement are Ocean Power Technologies’ new notes and shares being offered?

The additional notes and the shares of common stock issuable upon their conversion are being offered and sold pursuant to a prospectus supplement related to Ocean Power Technologies’ shelf registration statement on Form S-3 (File No. 333-275843), which was declared effective on December 12, 2023.

What key exhibits are included with Ocean Power Technologies’ (OPTT) 8-K filing?

Key exhibits include an opinion of Porter Hedges LLP on the validity of the securities (Exhibit 5.1), the securities purchase agreement dated May 15, 2025 (Exhibit 10.1), the form of the Series B convertible note (Exhibit 10.2), and the related consent of Porter Hedges LLP (Exhibit 23.1).