Ocean Power Technologies, Inc.

Regulatory Filings • Sep 21, 2023

CORRESP 1 filename1.htm

September 21, 2023

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E., Mail Stop 4628

Washington D.C. 20549

Via EDGAR and Federal Express

| Attention: | Ms.
Claudia Rios |
| --- | --- |
| | Ms.
Irene Barberena-Meissner |
| Re: | Ocean
Power Technologies, Inc. |
| | Amendment
No. 2 to Registration Statement on Form S-3 |
| | Filed
on August 24, 2023 |
| | File
No. 333-273044 |

Dear Ms. Rios and Ms. Barberena-Meissner:

This letter is in response to your letter dated September 6, 2023, to Ocean Power Technologies, Inc. (the “Company”), transmitting the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to the above-referenced registration statement. For your convenience, the response is preceded by the Staff’s comment to which the response relates.

Amendment No. 2 to Registration Statement on Form S-3 filed August 24, 2023

Incorporation of Certain Documents By Reference, page 3

1.
Response. In response to the Staff’s comment, the Company has revised the registration statement to incorporate by reference the
Form 10-K/A, as well as other subsequently filed documents.

In connection with the Company’s response to the Staff, the Company acknowledges that the Company and its management are responsibe for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please call the undersigned at (609) 730-0400 with any additional comments or questions you may have.

| Very
truly yours, |
| --- |
| /s/
Robert P. Powers |
| Robert
P. Powers |
| Senior
Vice President and Chief Financial Officer |

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