Ocean Power Technologies, Inc.

Regulatory Filings • Dec 7, 2021

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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): December 7, 2021

Ocean Power Technologies, Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-33417 (Commission File Number) 22-2535818 (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 240.14-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(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 |

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. ☐

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Item 8.01. Other Events.

On December 7, 2021, Ocean Power Technologies, Inc. (the “Company”) issued a press release announcing that the Board of Directors of the Company (the “Board”) has determined to postpone the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) from December 13, 2021 to December 14, 2021, with a new start time of 2 PM Eastern. The record date of October 15, 2021 remains unchanged.

The Board decided to postpone the 2021 Annual Meeting in order to provide the Company with additional time to solicit shareholder votes.

The Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on October 15, 2021. The Company will be filing an amendment to the definitive proxy statement with the SEC, which will contain information regarding the postponement.

The press release issued by the Company is attached as Exhibit 99.1 hereto and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

| Exhibit
Number | Description |
| --- | --- |
| *99.1 | Press release dated December 7, 2021 regarding annual meeting postponement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

*Filed herewith.

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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 hereunto duly authorized.

Date: December 7, 2021

| OCEAN
POWER TECHNOLOGIES, INC. |
| --- |
| /s/
Philipp Stratmann |
| Philipp
Stratmann |
| President
and Chief Executive Officer |

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