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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): May 29, 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 240.14d-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 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 (§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 1.02 | Termination of a Material Definitive Agreement. |
In connection with the resignation of Matthew Burdyny described in Item 5.02 below, his Employment Agreement with Ocean Power Technologies, Inc. (the “Company”) dated November 9, 2023 will terminate subject to Mr. Burdyny’s continuing obligations of non-competition, non-solicitation and confidentiality.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Inducement Plan Amendment
On June 3, 2025, the Board of Directors of the Company adopted an amendment to the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan (the “Inducement Plan”) to increase the number of shares of the Company’s common stock available for issuance pursuant to equity awards granted under the Inducement Plan from 275,000 to 990,000 shares.
In accordance with the applicable rules of the NYSE American, awards under the Inducement Plan may only be made to individuals not previously employees of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company.
A copy of the amendment to the Inducement Plan is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Officer Resignation
On May 29, 2025, Matthew Burdyny notified the Company of his intent to resign from the office of Chief Commercial Officer of the Company, which resignation will be effective June 13, 2025. Mr. Burdyny’s resignation is not as a result of any disagreement with the Company or its Board of Directors, on any matter relating to the Company’s operations, policies or practices.
| Item 8.01 | Other Events. |
On June 4, 2025, the Company issued a press release announcing the appointment of Jason Weed as Senior Vice President – Commercial Sales and the related inducement grant to Mr. Weed, as required by the applicable rules of the NYSE American.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
| 10.1 | Second Amendment to Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan dated June 3, 2025. | |
| 99.1 | Press release issued on June 4, 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 thereunto duly authorized.
| Ocean Power Technologies, Inc. | |
| Dated: June 4, 2025 | /s/ Philipp Stratmann |
| Philipp Stratmann | |
| President and Chief Executive Officer |
Exhibit 10.1
SECOND AMENDMENT TO THE
OCEAN POWER TECHNOLOGIES, INC.
EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN
WHEREAS, Ocean Power Technologies, Inc. (the “Company”) previously adopted the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan effective January 18, 2018, and amended it effective February 9, 2022 (the “Plan”); and
WHEREAS, the Board of Directors of the Company (the “Board”) has authorized an amendment of the Plan to increase the number of shares authorized for Awards thereunder from 275,000 shares to 990,000 shares.
NOW, THEREFORE, effective as of June 3, 2025, Section 3.1(a) of the Plan is amended to replace the number 275,000 with the number 990,000.
IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be duly executed in its name and on its behalf by its duly authorized officer.
| OCEAN POWER TECHNOLOGIES, INC. | ||
| By: | /s/ Philipp Stratmann | |
| Name: | Philipp Stratmann | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Ocean Power Technologies Announces Hiring of Jason Weed as Senior Vice President – Commercial Sales
MONROE TOWNSHIP, NJ, June 4, 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 hiring of Jason Weed as Senior Vice President – Commercial Sales.
Mr. Weed is a strategic leader and retired U.S. Navy Captain with over 15 years of executive-level experience driving innovation and growth in maritime and technology-focused organizations, including most recently as Senior Business Developer and Capture Manager at Leidos’ Maritime Systems Division. During a distinguished 34-year Navy career, Jason held multiple command and senior operational leadership roles, including Commodore of the Navy’s first Uncrewed Undersea Vehicle Squadron (UUVRON ONE), Director of Maritime Operations for Commander Submarine Group TWO, and Commanding Officer of the USS New Hampshire (SSN 778). His leadership transformed operational capabilities, introduced cutting-edge AI/ML technologies, and advanced strategic planning across submarine and unmanned systems domains.
Philipp Stratmann, President and CEO of OPT, commented, “We are thrilled to welcome Jason Weed to the OPT senior management team. His exceptional defense leadership experience and deep understanding of advanced maritime operations will be invaluable as we expand our presence in the defense and security market. Jason’s insights and vision will help accelerate our strategic objectives in this critical sector.”
Mr. Weed succeeds Matt Burdyny, who recently chose to pursue a new opportunity outside the Company and OPT wishes him continued success.
As part of his hiring, the Company granted an inducement award to Mr. Weed under the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan (the “Plan”). The Compensation Committee of the Company’s Board of Directors granted the inducement award pursuant to Section 711 of the NYSE American Company Guide, consisting of 500,000 restricted share units vesting equally over two years, and an additional 150,000 restricted stock units subject to performance based over two years. The award is subject to the same terms and conditions as the equity awards to other officers under the Company’s 2015 Omnibus Incentive Plan. This award was made as an inducement, material to obtain the employee’s acceptance of employment with the Company.
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 potential continuing success with the delivery of customer products and 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