Ocean Power Technologies, Inc.

Regulatory Filings • Sep 20, 2024

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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 16, 2024

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

Delaware	001-33417	22-2535818
(State
or other jurisdiction of incorporation)	(Commission File Number)	(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 |
| 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 (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 1.01 Entry into a Material Definitive Agreement.

On September 19, 2024, Ocean Power Technologies, Inc. (the “Company”) entered into an amended and restated common stock purchase agreement with an institutional accredited investor, amending and restating the agreement previously entered into with that investor on September 13, 2024. The only change is to add a covenant affirming that the Company cannot issue in excess of 19.99% of the outstanding common stock as of the date agreement unless and until the Company receives the approval of its stockholders as required by the applicable rules and regulations of the NYSE American.

The foregoing description of the agreement is qualified in its entirety by reference to the text of the amended agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

On September 16, 2024, the Company issued a press release announcing its financial results for its fiscal first quarter ended July 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 and in the attached Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

| Exhibit
Number | Description |
| --- | --- |
| 10.1 | Amended and Restated Common Stock Purchase Agreement dated September 19, 2024. |
| *99.1 | Press release dated September 16, 2024 regarding fiscal first quarter earnings. |
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |

*Furnished 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: September 20, 2024

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

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