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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): April 30, 2025
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.☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
A Special Meeting of Stockholders (the “Special Meeting”) of Ocean Power Technologies, Inc. (the “Company”), was held on April 30, 2025. The voting results reported herein are the final, certified voting results for each proposal presented at the Special Meeting. At the Special Meeting, the following proposal was voted on by the stockholders of the Company: to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $.001 per share, from 200,000,000 to 300,000,000. The results of the voting were as follows:
| Number of Votes Voted For |
Number of Votes Voted Against |
Number of Votes Abstaining |
||||||
| 48,135,454 | 23,904,787 | 1,343,531 | ||||||
| Item 8.01 | Other Events. |
On April 30, 2025, the Company issued a press release announcing a product shipment. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
On May 1, 2025, the Company issued an additional press release announcing a product shipment. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on April 30, 2025. | |
| 99.1 | Press release issued on April 30, 2025. | |
| 99.2 | Press release issued on May 1, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 30, 2025 | |
| OCEAN POWER TECHNOLOGIES, INC. | |
| /s/ Philipp Stratmann | |
| Philipp Stratmann | |
| President and Chief Executive Officer |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Ocean Power Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:
1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 27, 2007, and amended effective October 27, 2015, October 21, 2016, December 7, 2018, March 8, 2019, October 20, 2022, June 30, 2023 and August 30, 2024.
2. Upon the Effective Time, the first sentence of Article Fourth of the Corporation’s Certificate of Incorporation is hereby stricken and replaced with the following:
“The total number of shares of all classes of stock which the Corporation shall have authority to issue is 305,000,000, consisting of (i) 300,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”) and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”).”
3. This Certificate of Amendment of Certificate of Incorporation shall become effective as of April 30, 2025 at 4 p.m., CST.
4. This Certificate of Amendment of Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment of Certificate of Incorporation and directed that such amendment be considered by the stockholders of the Corporation. A special meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on April 30, 2025 at which meeting the required number of shares were voted in favor of such amendment. The stockholders of the Corporation duly adopted the Certificate of Amendment of Certificate of Incorporation.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 30th day of April, 2025.
| By: | /s/ Philipp Stratmann | |
| Name: | Philipp Stratmann | |
| Title: | President and Chief Executive Officer |
Exhibit 99.1
Ocean Power Technologies Ships Multi-Day Capable WAM-V® for Indo-Pacific Operations
Successfully demonstrates three days of continuous survey operations
MONROE TOWNSHIP, NJ, April 30, 2025 - Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or the “Company”), a leader in innovative, cost-effective, low-carbon and artificial intelligence maritime services that enable safer and more productive ocean operations and related power, data, and service solutions, today announced the shipment of a WAM-V® 22’ with autonomous capabilities designed to provide offshore surveys with 24/7 operational payloads for multiple days without requiring a return to base.
This WAM-V® recently completed a successful demonstration, conducting a three day fully remote, continuous survey operation, while deploying a simulated survey payload.
Philipp Stratmann, CEO of Ocean Power Technologies, commented, “This is a great milestone for OPT. The vastness of the Pacific Ocean makes this an important capability for our customers. This design enables the WAM-V® to conduct prolonged operations inclusive of survey, maritime security, and/or environmental research with a complex array of above and below the waterline sensing capability.”
For additional details on Ocean Power Technologies, please visit www.oceanpowertechnologies.com.
ABOUT OCEAN POWER TECHNOLOGIES
OPT provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets, including Merrows™, which provides AI capable seamless integration of Maritime Domain Awareness Systems across platforms. Our PowerBuoy® platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. We also provide WAM-V® autonomous surface vessels (ASVs) and marine robotics services. The Company’s headquarters is in Monroe Township, New Jersey and has an additional office in Richmond, California. To learn more, visit www.OceanPowerTechnologies.com.
FORWARD-LOOKING STATEMENTS
This release may contain forward-looking statements that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as “may”, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. These forward-looking statements reflect the Company’s current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and subject to risks and uncertainties, including the continued shipment of WAM-V®s with autonomous capabilities designed to provide offshore surveys for multiple days without requiring a return to base, the potential continuing success with the delivery of customer services over extended timeframes, the conversion of potential customers to contracts and the realization of the potential revenue thereunder. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the Company’s most recent Forms 10-Q and 10-K and subsequent filings with the U.S. Securities and Exchange Commission for further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.
CONTACT INFORMATION
Investors: 203-561-6945 or investorrelations@oceanpowertech.com
Media: 609-730-0400 x402 or MediaRelations@oceanpowertech.com
Exhibit 99.2
Ocean Power Technologies Ships AI-Capable Merrows™ PowerBuoy®
Shipment follows previously announced international opportunity
MONROE TOWNSHIP, NJ, May 1, 2025- Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or the “Company”), a leader in innovative and cost-effective low-carbon marine power, data, and service solutions, today announced it has shipped a Merrows™ capable PowerBuoy® to demonstrate the survivability and suitability of the system for certain defense and security applications, including surface and subsea monitoring. This follows OPT’s execution of a teaming agreement with a major international defense contractor last year to provide its Merrows™ suite of solutions with a focus on certain geographic regions.
Mr. Philipp Stratmann, CEO and President of Ocean Power Technologies, expressed enthusiasm about the progress on this contract, stating, “We are excited to follow up on our previously announced binding letter of intent to demonstrate the offshore capabilities and suitability of our intelligence, surveillance, and reconnaissance solutions. This step underscores our commitment to enhancing maritime security globally, and we are confident that together with our partners, we will achieve remarkable advancements in this field.”
For more information about Ocean Power Technologies and its Maritime Domain Awareness Solution, visit www.OceanPowerTechnologies.com.
ABOUT OCEAN POWER TECHNOLOGIES
OPT provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets, including Merrows™, which provides AI-capable seamless integration of Maritime Domain Awareness Systems across platforms. Our PowerBuoy® platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. We also provide WAM-V® unmanned surface vehicles (USV’s) and marine robotics services. The Company’s headquarters is located in Monroe Township, New Jersey and has an additional office in Richmond, California. To learn more, visit www.OceanPowerTechnologies.com.
FORWARD-LOOKING STATEMENTS
This release may contain forward-looking statements that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as “may”, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. These forward-looking statements reflect the Company’s current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and subject to risks and uncertainties, including the success of the alliance with the international defense contractor and the performance of OPT’s Merrows™ capable PowerBuoy®. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the Company’s most recent Forms 10-Q and 10-K and subsequent filings with the U.S. Securities and Exchange Commission for further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.
CONTACT INFORMATION
Investors: 203-561-6945 or OPTT@investor.morrowsodali.com
Media: 609-730-0400 x402 or MediaRelations@oceanpowertech.com