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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): September 24, 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.
Note
Exchange Agreements
On
September 25, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into exchange agreements (the “Exchange
Agreements”) with each of the holders (the “Noteholders”) of its Series C-1 Convertible Notes issued in a registered
offering on April 1, 2026 (the “Existing Notes”). Pursuant to the Exchange Agreements, on such date, the Noteholders exchanged
their Existing Notes for an equivalent principal amount of Series D Convertible Notes (the “Series D Notes”) in reliance
on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The Existing Notes were cancelled upon the issuance of the Series D Notes.
The
Series D Notes are substantially similar to the Existing Notes, except that the conversion price was reduced from $12.00 to $2.45, and
an alternative conversion price equal to 93% of the lowest VWAP (as defined in the Series D Notes) of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), during the seven trading days prior to the applicable conversion date, as
well as certain other conforming and administrative changes. The conversion price is subject to customary adjustments upon any stock
split, stock dividend, stock combination, recapitalization or similar event. The Noteholders also agreed to begin any amortization payments
otherwise due under the Series D Notes on January 1, 2027.
The
Series D 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 (as defined in the Series D Notes), interest will accrue on the Series D Notes at an interest rate of 13% per annum. Unless
earlier converted, the Series D Notes will mature on the eighteen-month anniversary of the date of issuance at a premium to 13% to the
face value of the Series D Notes.
No
Series D Notes may be converted to the extent that such conversion would cause a holder of such Series D 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”). However, a Noteholder, upon notice to the Company, may increase or decrease the Beneficial Ownership Cap, provided that
the Beneficial Ownership Cap in no event exceeds 9.99% of the shares of Common Stock outstanding immediately after giving effect to such
conversion. Any increase in the Beneficial Ownership Cap will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company. The Noteholders also may not convert any Series D Notes into a number of shares of Common Stock in excess of
19.99% of the outstanding shares of Common Stock as of the date of the Exchange Agreement until the Company obtains stockholder approval
for such issuances in accordance with the applicable rules of the NYSE American.
The
foregoing descriptions of the Exchange Agreement and the Series D Notes are not complete and are qualified in their entirety by reference
to the full texts of the forms of Exchange Agreement and the Series D Notes filed as Exhibits 10.1 and 10.2 hereto, respectively.
Warrant
Amendment Agreement
On
September 25, 2026, the Company also entered into an Amendment Agreement with each of the holders (the “Warrantholders”)
of its common warrants issued on June 8, 2026 (the “Warrants”). Pursuant to the Amendment Agreement, the exercise price of
the Warrants was adjusted from $12.00 to $2.45.
The
foregoing descriptions of the Amendment Agreement is not complete and are qualified in its entirety by reference to the full text of
the form of Amendment Agreement filed as Exhibit 10.2 hereto.
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 regarding the Series D Notes is hereby incorporated by reference
in its entirety.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Series D Notes and the shares of Common Stock
issuable upon conversion of the Series D Notes is hereby incorporated by reference in its entirety.
Item 7.01 Regulation FD Disclosure.
On
September 24, 2026, Tracy Pagliara, Acting President and Chief Executive Officer, and Jason Weed, Chief Operating Officer, participated
in an interview with Proactive, a financial news outlet. A copy of the transcript of the interview is furnished as Exhibit 99.1 hereto.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Form
of Exchange Agreement dated as of September 25, 2026, by and between the Company and the Noteholders. |
| 10.2* |
|
Form of Series D Convertible Note issued on September 25, 2026. |
| 10.3* |
|
Form of Amendment Agreement dated as of September 25, 2026 by and between the Company and the Warrantholders. |
| 99.1* |
|
Transcript of interview of Company management. |
| 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:
September 25, 2026 |
/s/
Tracy Pagliara |
| |
Tracy
Pagliara |
| |
Acting
President and Chief Executive Officer |
Exhibit
99.1
Jason
Weed
I’ve
been working since last year for RepMUSE. So it’s a very large NATO exercise, and we’re working directly with the US contingent.
And it’s allowed us to take our uncrewed surface vehicles, so our surface drones, and put them directly in the hands of the sailors
and the Marines.
Steve
Darling
Welcome
back inside our proactive newsroom, and joining me now is Tracy Pagliara. He’s the CEO of Ocean Power Technologies. And Tracy,
it’s nice to see you. How are you?
Tracy
Pagliara
I’m
doing great, thanks.
Steve
Darling
Good,
and also joining us, yeah, good to have you along. And also joining us is your Chief Operating Officer, Jason Weed. Jason, nice to see
you as well.
Jason
Weed
Yeah,
thanks, Steve. Really appreciate the time.
Steve
Darling
Yeah,
so Tracy, you’re new into the role. You’re the acting CEO, so to speak, and so really setting a new direction for Ocean Power
Technologies.
Tracy
Pagliara
Really,
we’re excited about the environment we operate in today. It’s very dynamic, very exciting. We see lots of opportunity, particularly
in our defence and security market, which Jason will elaborate on a little bit more in a minute. But we’ve got, you know, we’ve
got a qualified pipeline that’s going up.
Tracy
Pagliara
Our
backlog is 20 million. the end, we are really on the verge of, you know, breaking out and having some big orders come in, and I’ll
maybe I’ll let Jason elaborate a little bit more on that
Steve
Darling
yeah
because Jason you’ve there’s been a couple of big pieces of news this week and a lot of that is in the defense sector let’s
talk with the first one and that is in REPMUS 2026 an opportunity for you to work with the us navy and the marine corps as well and i
know you have a background in the military
Steve
Darling
so
these this is an area you know quite well
Jason
Weed
Yeah,
thanks, Steve. Yeah, we’ve been prepping since last year for REPMUS so it’s a very large NATO exercise and we’re working
directly with the the u.s contingent And it’s allowed us to take our uncrewed surface vehicles, so our surface drones, and put
them directly in the hands of the sailors and the Marines. And so it’s been a great opportunity for us to grow over the last year
as I worked on the sales side of things to develop these opportunities and then now see the maturity of the operations team being able
to execute. execute. We’ve been able to get quite a few firsts as well.
Jason
Weed
So
we were able to fully integrate all of our systems. So we have three different classes of uncrewed surface vehicles. So an eight foot,
a 16 foot and a 22 foot vehicle. And we’ve been able to integrate all three of those into the Navy’s common control software.
So they were able to actually command control and operate all three of our platforms throughout the exercise, executing mine countermeasures,
ISR and surveillance and security, and also other opportunities that the team came up with to go execute different missions as they came
up.
Jason
Weed
And
then we also were able to integrate into the larger NATO portion of those exercises. So it’s a great opportunity, one, to work
directly with the Navy, but also with the Navy team, who was also evaluating and giving an official evaluation for the Navy, which, as
you had mentioned earlier, earlier allows us to have that growth in with the defense customers.
Steve
Darling
Yeah.
And on the other side, the U.S. Army Corps of Engineers has been doing some work with you as well. And this is on those surf zone conditions
and the challenge sometimes of getting to there. So this is a really unique part of what the company can provide.
Jason
Weed
Yeah,
it was great. We didn’t know whether we were going to be able to participate because we were so heavily involved with REPMUS But
we work with the team down in Duck, North Carolina. We got a team together. We did some initial workups and preparations off the coast
of California and then came over to the East Coast. And we were able to work for three days directly with the Army Corps of Engineers
and that entire team.
Jason
Weed
And
they came through and it was an official evaluation as well. You know, it was great to actually have we had some pretty sporty surf the
first couple of days. And so we were able to prove not just the vehicle was able to operate, but we were also able to bring a very high
quality sensor to that problem set.
Jason
Weed
And,
you know, we’re looking forward to additional opportunities to work with the Army Corps of Engineers. So, again, we’re really
looking and focusing on, you know, specific customer sets and working to optimize our systems to be successful with those customers.
Steve
Darling
And
Tracy, this is such an important part for the company of showing what your vehicles can do and sort of getting the new clients, but also
while clearing that backlog as well. That’s sort of the show me contract, so to speak.
Tracy
Pagliara
Exactly.
And, you know, I want to applaud our team. We did well, extremely well at both REPMUS and Duck, North Carolina, improving out the capabilities
of our WAM-V® We think that speaks volumes for the potential for the products to be of use to other customers, both not just in defense,
but also for other applications.
Steve
Darling
And
lastly, Tracy, is it the importance of you is to clear the backlog as quick as possible? And then sort of fill that up with the new sales
of things like this. Is that how the plan is going to work moving forward?
Tracy
Pagliara
It
is. We also are very bullish on our PowerBuoy® We’re receiving a lot of interest with that product. Of course, we had the,
you know, earlier in the year, the DHS contract where we placed four buoys with the Coast Guard. And but we’ve, you know, we were
seeing on that side of the business the opportunity to grow that backlog as well.
Tracy
Pagliara
But,
yeah, we’re certainly keen on converting the existing backlog to revenue. You know, our qualified pipeline is over $150 million.
And so, you know, we have plenty of opportunity to convert pipeline to backlog, to replenish the backlog that we anticipate will be moving
through the system for the duration of the year, our fiscal year, which ends April 30th.
Steve
Darling
Yeah,
well, it’s going to be a busy one for sure. You’ve got lots on the go. Jason, thanks so much for being here. Really appreciate
it. Good to talk to you.
Jason
Weed
Yeah,
thanks Steve. Greatly appreciate the opportunity.
Steve
Darling
Yeah,
and Tracy, always great to see you as well. Thank you very much.
Tracy
Pagliara
All
right, thank you.
Steve
Darling
All
right, there’s Tracy Pagliara, the CEO and Jason Weed, Chief Operating Officer for Ocean Power Technologies.
