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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 |
