Ocean Power Technologies (NYSE: OPTT) sells $10M senior convertible notes

Q: What are the key terms of Ocean Power Technologies’ new convertible notes?

The notes have an aggregate principal of $10,000,000 , bear 4.5% per annum interest, and mature 18 months after issuance at a 13% premium . They convert into common stock at $0.40 per share and include quarterly cash amortization payments.

Q: How do the new notes rank in Ocean Power Technologies’ capital structure?

The notes rank senior to the right to payment of holders of the company’s unsecured debt, subject to specified exceptions. This means noteholders are contractually ahead of certain other creditors regarding payment priority, improving their position in a downside scenario.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ocean Power Technologies, Inc. entered into a securities purchase agreement with institutional investors to issue and sell $10,000,000 in senior convertible notes. These Notes convert into common stock at $0.40 per share, subject to a 4.99% Beneficial Ownership Cap per holder.

The Notes bear 4.5% annual interest, rising to 13% if an event of default occurs, and mature 18 months after issuance at a 13% premium to face value. They amortize with quarterly cash payments starting on the closing date and rank senior to unsecured debt, subject to certain exceptions.

The Notes and the shares issuable upon conversion are being offered via a prospectus supplement as a takedown from the Company’s effective Form S-3 shelf registration statement.

Insights

OPTT raises $10M via 18‑month senior convertible notes with equity-linked upside.

Ocean Power Technologies is raising $10,000,000 through senior convertible notes that pay 4.5% interest and mature in 18 months at a 13% premium. The notes are convertible at $0.40 per share, linking repayment partly to future equity value.

The structure includes quarterly cash amortization starting on the closing date and a higher 13% default interest rate, which incentivizes timely payments. Covenants limit additional debt, liens, restricted payments, asset transfers, business changes, and affiliate transactions, giving investors contractual protection.

A 4.99% Beneficial Ownership Cap per holder restricts any single investor from converting into more than that share of outstanding common stock after conversion. The financing is issued off an existing shelf registration, indicating the company is using previously cleared capacity rather than seeking new registration authority.

8-K Event Classification

3 items: 1.01, 2.03, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Convertible notes principal: $10,000,000 Base interest rate: 4.5% per annum Default interest rate: 13% per annum +4 more

7 metrics

Convertible notes principal $10,000,000 Aggregate principal amount of notes issued

Base interest rate 4.5% per annum Interest rate on notes before default

Default interest rate 13% per annum Interest rate during an event of default

Maturity premium 13% of face value Premium at 18‑month maturity if not converted

Conversion price $0.40 per share Price for converting note principal into common stock

Beneficial ownership cap 4.99% of outstanding common stock Maximum ownership per holder after conversion

Maturity 18 months from issuance Final maturity date of notes if not converted

Key Terms

convertible notes, Beneficial Ownership Cap, material definitive agreement, shelf registration statement, +1 more

5 terms

convertible notes financial

"the Company agreed to issue and sell convertible notes for an aggregate principal amount of $10,000,000"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Beneficial Ownership Cap financial

"No Note may be converted to the extent that such conversion would cause a holder ... (the “Beneficial Ownership Cap”)."

A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

shelf registration statement regulatory

"a “takedown” from the Company’s 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.

events of default financial

"The Notes also contain standard and customary events of default."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

04/01/2026 - 09:34 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

April 1, 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 April 1, 2026, 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 convertible notes for an aggregate principal amount of $10,000,000 (the “Notes”) that will be convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”).

The Securities Purchase Agreement contains customary representations, warranties and covenants. The Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The Notes also contain standard and customary events of default.

No Note may be converted to the extent that such conversion would cause a holder of such Note to become the beneficial owner of more than 4.99% of the then outstanding Common Stock, after giving effect to such conversion (the “Beneficial Ownership Cap”).

The Notes bear interest at an interest rate of 4.5% per annum except that upon the occurrence and during the continuance of an event of default, interest will accrue on the Notes at an interest rate of 13% per annum. Unless earlier converted, the Notes will mature on the eighteen-month anniversary of their issuance dates at a premium to 13% to the face value of the Notes.

At any time after the issuance date, all amounts due under the Notes are convertible, in whole or in part, and subject to the Beneficial Ownership Cap, at a conversion price equal to $0.40, which is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar events. Starting on the closing date, the Notes amortize quarterly. We will make quarterly payments on the first trading day of each three-month anniversary commencing on the closing date through the maturity date, payable in cash. The Notes will rank senior to the right to payment of the holders of our unsecured debt, subject to certain exceptions.

The Notes and shares issuable upon conversion of the Notes are being offered and sold pursuant to a prospectus supplement 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.

The foregoing descriptions of the Securities Purchase Agreement and the Notes are 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. 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.

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 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
5.1*		Opinion of Porter Hedges LLP.
10.1*		Securities Purchase Agreement dated April 1, 2026 between Ocean Power Technologies, Inc. and the investors party thereto.
10.2*		Form of Series C-1 Convertible Note dated April 1, 2026 issued by Ocean Power Technologies, Inc. to the holder.
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: April 1, 2026	/s/ Philipp Stratmann
	Philipp Stratmann
	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing transaction did OPTT disclose in this 8-K?

Ocean Power Technologies disclosed a securities purchase agreement with institutional investors for $10,000,000 of senior convertible notes. These notes pay interest, amortize quarterly in cash, and can convert into common stock at a fixed price, subject to ownership limits and customary covenants.

What are the key terms of Ocean Power Technologies’ new convertible notes?

The notes have an aggregate principal of $10,000,000, bear 4.5% per annum interest, and mature 18 months after issuance at a 13% premium. They convert into common stock at $0.40 per share and include quarterly cash amortization payments.

How does the conversion feature of OPTT’s notes work?

All amounts under the notes are convertible, in whole or part, at a $0.40 per share conversion price, with customary anti-dilution adjustments. A 4.99% Beneficial Ownership Cap prevents any holder from converting into more than 4.99% of outstanding common stock after conversion.

What happens if Ocean Power Technologies defaults on these notes?

If an event of default occurs and continues, interest on the notes increases from 4.5% to 13% per annum. The notes also include standard events of default and covenants, adding protection for investors in adverse situations for the company.

Where are the OPTT notes and conversion shares registered?

The notes and the common shares issuable upon conversion are offered under a prospectus supplement tied to Ocean Power Technologies’ Form S-3 shelf registration statement, which was declared effective on December 12, 2023, enabling this registered takedown offering.

How do the new notes rank in Ocean Power Technologies’ capital structure?

The notes rank senior to the right to payment of holders of the company’s unsecured debt, subject to specified exceptions. This means noteholders are contractually ahead of certain other creditors regarding payment priority, improving their position in a downside scenario.

Filing Exhibits & Attachments

8 documents

Ocean Power Technologies (NYSE: OPTT) sells $10M senior convertible notes

Rhea-AI Filing Summary

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