0001378140 false 0001378140 2023-08-07 2023-08-07 0001378140 OPTT:CommonStock0.001ParValueMember 2023-08-07 2023-08-07 0001378140 OPTT:SeriesPreferredStockPurchaseRightMember 2023-08-07 2023-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






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): August 7, 2023


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

(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 Right   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 August 7, 2023, Ocean Power Technologies, Inc. (the “Company”) entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through Cantor shares of its common stock, par value $0.001 per share (the “Shares”).


Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Cantor will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NYSE American to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Cantor may sell the Shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended, or any other method permitted by law, including in negotiated transactions with our prior consent. Cantor’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.


The Company will pay Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of the Shares and has agreed to provide Cantor with customary indemnification rights. The Company has also agreed to reimburse Cantor for certain specified expenses. The Company is not obligated to sell any Shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by Cantor or the Company, as permitted therein.


The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith and is incorporated herein by reference. A copy of the legal opinion of Porter Hedges LLP relating to the validity of the Shares under the Sales Agreement is filed herewith as Exhibit 5.1.


This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.


Item 9.01 Financial Statements and Exhibits.




*4.1 Sales Agreement, dated August 7, 2023, by and between Ocean Power Technologies, Inc. and Cantor Fitzgerald & Co.
*5.1 Opinion of Porter Hedges LLP dated August 7, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


* Filed herewith.







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: August 7, 2023 /s/ Philipp Stratmann
  Philipp Stratmann
  President and Chief Executive Officer