Ocean Power Technologies Inc (OPTT)

[jobynimble]

End of year tax loss selling being amplified by the overall weakness in the market, imo…

[$oldier Hard]

$OPTT oversold territory again.

[Monksdream]

OPTT new 52 week low

[jobynimble]

8-K filing out: https://www.sec.gov/Archives/edgar/data/1378140/000149315223036992/formdefa14a.htm

Item 8.01. Other Events.

On October 12, 2023, Ocean Power Technologies, Inc., a Delaware corporation (“OPT”), sent a letter to Paragon Technologies, Inc. (“Paragon”) with respect to the purported notice of nominations submitted to OPT by Paragon on August 25, 2023, and as purported to be supplemented on September 12, 2023 and September 15, 2023 (the “Paragon Purported Notice of Nominations”). In its letter, OPT informed Paragon that OPT’s Board of Directors (the “OPT Board”), at its regularly scheduled quarterly meeting held on October 11, 2023, had determined, in consultation with its legal advisors, that Paragon had failed to submit to OPT a proper and timely advance notice of nominations in accordance with OPT’s Amended and Restated Bylaws (the “OPT Bylaws”) and, accordingly, pursuant to the OPT Bylaws, any attempt by Paragon at OPT’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) to nominate persons for election to the OPT Board would be disregarded.

As of the date hereof, the OPT Board has not set a date for the 2023 Annual Meeting. In 2022, OPT first convened its 2022 Annual Meeting of Stockholders on December 14, 2022, but due to the absence of a quorum, and without voting on any of the items intended to be brought before such meeting, adjourned such meeting. OPT reconvened the meeting on January 13, 2023, at which time OPT’s stockholders voted on the election of directors and approved the other items properly brought before the meeting. Strictly for purposes of the reference to the “previous year’s annual meeting date” contained in Rule 14a-19(b) and Rule 14a-19(d) of the Securities Exchange Act of 1934, as amended, and the requirements thereunder, OPT believes, after consultation with its legal advisors, that such reference is to the date of OPT’s reconvened annual meeting, January 13, 2023.

Also on October 12, 2023, OPT sent Paragon a letter with respect to the request for an exemption from OPT’s Section 382 Tax Benefits Preservation Plan (the “Section 382 Tax Benefits Preservation Plan”) that Paragon submitted to OPT on July 20, 2023 and again on August 29, 2023 (collectively, the “Paragon Exemption Request”). Pursuant to the Paragon Exemption Request, Paragon sought an exemption from the Section 382 Tax Benefits Preservation Plan so that it could purchase up to 19.9% of OPT’s common stock without triggering the dilution that would otherwise apply thereunder to the holder of 4.9% or more of OPT’s common stock. In its letter, OPT notified Paragon that it had completed its review of the Paragon Exemption Request in consultation with its tax and legal advisors and that, based upon such review, and in accordance with Section 27 of the Section 382 Tax Benefits Preservation Plan, the OPT Board, at its regularly scheduled quarterly meeting held on October 11, 2023, had determined not to approve the Paragon Exemption Request.

In connection with both the Paragon Purported Notice of Nominations and the Paragon Exemption Request, but prior to the OPT Board’s decisions with respect thereto, Paragon initiated litigation, on October 9, 2023, in the Delaware Court of Chancery against OPT and the members of the OPT Board alleging claims for breach of fiduciary duty and seeking declaratory and injunctive relief. OPT and the members of the OPT Board dispute all of Paragon’s claims against them and intend to mount a vigorous defense against these claims.

Important Additional Information And Where To Find It

OPT intends to file a proxy statement and an accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from OPT’s stockholders in connection with the matters to be considered at the 2023 Annual Meeting. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY OPT WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying WHITE proxy card, and other documents filed by OPT with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Investor Relations section of OPT’s corporate website at www.oceanpowertechnologies.com, by writing to OPT’s Corporate Secretary at Ocean Power Technologies, Inc., 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831, or by contacting OPT at [phone].

Certain Participant Information

OPT, members of its Board of Directors, and certain of its executive officers are “participants” in the solicitation of proxies from OPT’s stockholders in connection with the 2023 Annual Meeting. The following directors and executive officers of OPT beneficially hold the amount of shares of OPT’s common stock indicated adjacent to his or her name: (i) OPT directors: Terence J. Cryan (103,595 shares), Philipp Stratmann (81,692 shares), Clyde W. Hewlett (71,577 shares), Natalie Lorenz-Anderson (52,448 shares), Diana G. Purcel (71,577 shares), and Peter E. Slaiby (71,577 shares); and (ii) OPT officers who are not also directors of OPT: Robert Powers (16,543 shares) and Joseph DiPietro (2,909 shares). The business address for each of the foregoing persons is c/o Ocean Power Technologies, Inc., 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831. Additional information regarding OPT’s directors, executive officers, and other participants in the solicitation of proxies from OPT’s stockholders in connection with the matters to be considered at the 2023 Annual Meeting, and their direct or indirect interests, through security holdings or otherwise, will be set forth in OPT’s proxy statement for its 2023 Annual Meeting, including the schedules and appendices thereto.

[$oldier Hard]

$OPTT poking it's nose into oversold territory.

[mick]

THANK YOU KINDLY, RE fully reporting SEC company $$$$$

RE;
OPTT is a fully reporting SEC company so posting the OTCmarkets link is misleading to those new here that might not know…

https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001378140&owner=exclude

Companies that post financials only on OTCmarkets usually don’t have audited financials, just so you know…

[jobynimble]

OPTT is a fully reporting SEC company so posting the OTCmarkets link is misleading to those new here that might not know…

https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001378140&owner=exclude

Companies that post financials only on OTCmarkets usually don’t have audited financials, just so you know…

[mick]

https://www.otcmarkets.com/stock/OPTT

[Monksdream]

OPTT new 52 week low

[Monksdream]

OPTT new 52 week low

[Monksdream]

OPTT new 52 week low

[jobynimble]

8-K yesterday for Thursday’s press release…

https://www.sec.gov/Archives/edgar/data/1378140/000149315223032093/form8-k.htm

[$oldier Hard]

$OPTT sweet multi year NOAA contract news in A/Hs trading. Great volume to accompany it too. Additionally they'll be presenting at the H.C. Wainwright & Co. 25th Annual Global Investment Conference on the 12th. These contracts announced today with NOAA should spark much interest among several others.Might just be time to kick the tires and light the fires! Could be time to congratulate those who waited patiently. Best to all!

[jobynimble]

https://www.globenewswire.com/en/news-release/2023/09/07/2739827/9069/en/Ocean-Power-Technologies-Awarded-Three-Multi-Year-NOAA-Contracts-to-Revolutionize-Uncrewed-Maritime-Systems.html

[jobynimble]

Yesterday’s filing…

Amendment No. 2 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



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

https://www.sec.gov/Archives/edgar/data/1378140/000149315223030102/forms-3a.htm

[$oldier Hard]

$OPTTs news yesterday I'm guessing is just what the Navy along with others is just what they are looking for.

[mick]

OPTT
Ocean Power Technologies Inc
0.4798
0.0018 (0.38%)
Volume: 166,435
Day Range: 0.4648 - 0.4901
Last Trade Time: 8:00:00 PM EDT

[$oldier Hard]

$OPTT in oversold territory now and a golden cross on the daily.

[jobynimble]

8-K filing: https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315223027012/form8-k.htm

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.

[jobynimble]

Prospectus supplement…

https://www.sec.gov/Archives/edgar/data/1378140/000149315223027010/form424b5.htm

[JeffTee]

Same peeps here hoping for a trend other than down! Only hope for stock price growth is voting for the Paragon slate of board members if it comes out.

[mick]

OPTT
Ocean Power Technologies Inc
0.5902
-0.007 (-1.17%)
Volume: 163,312
Day Range: 0.59 - 0.607
Last Trade Time: 3:15:03 PM EDT
Total Trades: 483

[stock1ace1]

Optt .60 watching here

[jobynimble]

Form 10-K filing…

https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315223025878/form10-k.htm

[jobynimble]

https://www.sec.gov/Archives/edgar/data/90045/000110465923085166/tm2322326d1_dfan14a.htm

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

On July 28, 2023, Paragon Technologies, Inc. issued a press release relating to Ocean Power Technologies, Inc., a copy of which is set forth below:

Paragon Technologies New Release

EASTON, PA – July 28, 2023

Paragon Technologies (OTC:PGNT), which owns approximately 4.0% of the outstanding shares of Ocean Power Technologies, Inc. (NYSE American:OPTT), has filed a complaint in the Delaware Court of Chancery to enforce its rights, pursuant to Section 220 of the Delaware General Corporation Law, to inspect the books and records of OPTT (the “Inspection Complaint”).

On July 17, 2023, Paragon sent a demand letter (the “Inspection Demand”) to OPTT requesting to inspect the Company’s books and records for the purpose of investigating apparent wrongdoing and/or mismanagement by OPTT’s Board of Directors (the “OPTT Board”) and/or members of management, inquiring into the independence of the members of the OPTT Board, assessing possible breaches of fiduciary duty by the Company’s directors and officers, and communicating with other OPTT stockholders regarding matters relating to their interests as stockholders.

Paragon believes that its Inspection Demand states a proper purpose and complies with the requirements of Delaware law. Nevertheless, OPTT has adamantly refused to produce any of the books and records requested by Paragon. OPTT’s actions lead us to believe that it must be hiding something that it does not want its stockholders to see.

The Inspection Complaint alleges multiple bases to infer that mismanagement and/or wrongdoing has occurred, justifying the Inspection Demand. Specifically, the Inspection Complaint alleges, among other things:

· In its filings, OPTT admits that, “[s]ince [its] inception, the cash flow from customer revenues have not been sufficient to fund [its] operations and provide the capital resources for [its] business.”

· OPTT further admits that it “ha[s] incurred net losses since [it] began operations in 1994.”

· OPTT has never been able to successfully commercialize any of its products or services, despite repeatedly issuing Form 10-Ks touting the enormous market size and opportunity for OPTT’s solutions.

· In 2021, the Company acquired Marine Advanced Robotics, Inc., but, as OPTT admits in its filings, it has “not achieved profitability of this product line” and does not know whether it will ever be able to do so.

· Under the current Board and management, OPTT’s financial decline has only accelerated, and the Board and management appear to have no viable strategy to successfully commercialize OPTT’s products, generate revenues, and put OPTT on a path to profitability.

· According to OPTT’s July 12, 2023 earnings report, the net cash used in operating activities for fiscal year 2023 was approximately $21.7 million, which was similar to the $21.3 million spent in fiscal year 2022. On the earnings call on July 13, 2023, OPTT CFO Robert Powers stated that OPTT “expect[s] [its] OpEx to be materially in line with [its] level of OpEx for fiscal 2023.”

· OPTT reported that, as of April 30, 2023, it had combined cash, unrestricted cash, cash equivalents, and short-term investments totaling $34.7 million.

· At OPTT’s current burn rate, we believe it will run out of cash in a little over one year or require additional capital that will likely be secured on terms that are very punitive for existing shareholders.

· Notwithstanding what we believe to be a disastrous financial record, the Board has been approving, and the directors and named executive officers have been receiving, compensation that significantly exceeds the total revenue of the Company, and that Paragon believes is wasteful and unfair to OPTT and its stockholders.

Considering the above facts, Paragon, as a large (and likely the largest) shareholder of OPTT, believes its demand to inspect the books and records of OPTT is justified and substantiated. Unfortunately, OPTT has denied our request and instead decided that the Company’s assets are better served fighting to hide the requested documents.

____________

Paragon Technologies, Inc. intends to make a filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement to be used to solicit votes for the election of director nominees at the 2023 annual meeting of shareholders of Ocean Power Technologies, Inc., a Delaware corporation (the “company”).

Paragon Technologies, Inc. is the beneficial owner of 2,229,443 shares of common stock of the company, par value $0.001 per share (“Common Stock”).

Paragon Technologies, Inc., and Paragon’s director nominees will be the participants in the proxy solicitation. Updated information regarding the participants and their direct and indirect interests in the solicitation, by security holdings or otherwise, will be included in Paragon’s proxy statement and other materials filed with the SEC. SHAREHOLDERS OF THE COMPANY SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE COMPANY’S ANNUAL MEETING, PARAGON’S SOLICITATION OF PROXIES AND PARAGON’S NOMINEES TO THE BOARD. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT WWW.SEC.GOV OR FROM PARAGON TECHNOLOGIES, INC.

Please email us at [e-mail] if you would like to learn more.

[stock1ace1]

Breakout watch **

[$oldier Hard]

Golden cross on the daily in the works.

[stock1ace1]

Optt Chart (6month) https://stockcharts.com/h-sc/ui

[stock1ace1]

Optt .60 #1 target .77 #2nd $1.00

[jobynimble]

Amendment No. 1 to
Form S-3

https://www.sec.gov/Archives/edgar/data/1378140/000149315223025368/forms-3a.htm#alo_004

[$oldier Hard]

$OPTT just broke it's avg 10 day volume again.

[Triple nickle]

Bust wide open at .79

[$oldier Hard]

$OPTT just broke it's avg 10 day volume in the first 40 mins of trading.

[jobynimble]

https://www.sec.gov/Archives/edgar/data/1378140/000149315223024338/ex99-1.htm

Ocean Power Technologies, Inc.
Announces Fourth Quarter Fiscal 2023 Results

Fiscal 2023 Revenues Increased 55%

MONROE TOWNSHIP, N.J., July 12, 2023 (GLOBE NEWSWIRE) – Ocean Power Technologies, Inc. (“OPT” or “the Company”) (NYSE American: OPTT), today announced financial results for its fiscal fourth quarter (“4Q23”) and full-year ended April 30, 2023 (“FY23”). Highlights include:

4Q23 HIGHLIGHTS

? Total orders for the 4Q23 were $2.3 million, as compared to $0.7 million for the fourth quarter ended April 30, 2022 (“4Q22”).
? Revenues for the 4Q23 of $1.0 million grew 29.5% over 4Q22 revenues.
? In April 2023, OPT completed a $0.5M extension of its lease contract to continue providing their WAM-V® 22 Autonomous Surface Vehicle asset to a U.S. Government Agency Overseas for ongoing autonomous maritime activities.
? In March 2023, OPT deployed the scalable Mass-on-Spring Wave Energy Converter (MOSWEC) PowerBuoy® off the coast of New Jersey as part of the U.S. Department of Energy (DOE) Phase II development project, which is a $1.1 million follow-on project.

FY23 HIGHLIGHTS

? Total orders for FY23 were $6.3 million, a 250% increase when compared to total orders of $1.8 million for full year ended April 30, 2022 (“FY22”).
? Revenues for FY23 increased 55.3% to $2.7 million, over FY22.
? Gross profit for FY23 was $0.2 million, as compared to a gross loss of $(0.1) million in FY22.
? Partnered with Task Force 59 of the U.S. Navy on a new project in Bahrain to support the Digital Horizon exercise for use of Unmanned Surface Vehicles which was completed in January 2023.
? Awarded a minimum $0.4 million follow-on new contract with Task Force 59 in Bahrain to provide WAM-V’s to support the International Maritime Exercise 2023 (IMX23) because of the successful demonstrations during Digital Horizon.
? Obtained final acceptance for the buoy deployed at Enel Green Power Chile (EGP).
? Deployed the first WAM-V 16 leased to Sulmara Subsea, Inc. (Sulmara) and obtained follow on orders for additional WAM-V leases from Sulmara. The initial lease to Sulmara was noteworthy as it was the first WAM-V sale using our leasing model.
? Awarded contract for $0.5 million with Department of Homeland Security Science and Technology Directorate on Maritime Domain Awareness – Sensors (MDA-S) Initiative which is expected to be completed during fiscal 2024.
? Made considerable progress on the development of Maritime Domain Awareness Services (MDAS) platform.
? Completed Phase I for $0.2 million on the National Oceanic and Atmospheric Administration (NOAA) SBIR Dynamic Swarming of unmanned surface vehicles (USV’s) for Hydrographic Surveys in Disaster Recovery Project. The goal of the project is to design a command-and-control infrastructure to optimize sonar data and USV survey lines to facilitate many USV’s to autonomously survey a disaster area, such as those created by hurricanes.
? Entered final phase of integration of Marine Advanced Robotics (MAR), including the start of manufacturing WAM-Vs at our New Jersey facility.

Management Commentary – Dr. Philipp Stratmann, OPT’s President and Chief Executive Officer

“Fiscal 2023 was a milestone year for our Company as we put our strategy of becoming a leading provider of autonomous vehicles and Data-as-a-Service for the marine industry in motion. Highlights include significant progress on MDAS platform and expanding the government agencies we work with. In addition, we had our best year of revenue generation since fiscal 2015 and generated a positive gross margin for the first time since fiscal 2016. Most importantly, as we look to the future, we continue to grow our order pipeline, which now stands at approximately $68 million, which gives us confidence that we will meet or exceed $15 million of contracted orders in fiscal 2024. I am pleased with our progress this past year and with the interest that our company is generating.”

4Q23 FINANCIALS

? Revenues for the 4Q23 were $1.0 million, 29.5% growth over 4Q22 revenues.
? Gross loss for 4Q23 was $133 thousand, as compared to a gross loss of $44 thousand in Q422.
? Operating expenses were $8.8 million in the 4Q23, up sequentially from $7.2 million in 3Q23, due to timing of projects and programs.
? Net loss was ($9.5) million for 4Q23, as compared to a net loss of ($5.1) million for the 4Q22.

FY23 FINANCIALS

? Revenues for FY23 increased to $2.7 million, a 55.3% increase over FY22. This growth has been driven by sales of WAM-V autonomous vehicles and an increase in strategic consulting services during the year.
? Gross profit for FY23 was $0.2 million, as compared to a gross loss of $(0.1) million for FY22.
? Operating expenses were $28.3 million in FY23, as compared to $21.5 million in FY22, primarily due to the inclusion of a full year of activity related to our MAR acquisition, and strategic increases in bonus and headcount, including additional resource needs in the areas of sales and marketing.
? Net loss was ($26.3) million for FY23, as compared to a net loss of ($18.9) million for FY22 which included non-cash equity compensation expense of $1.5 million and $1.2 million for FY23 and FY22, respectively.
? Backlog was $4.0 million as of April 30, 2023. Our backlog includes unfilled firm written orders for our products and services from commercial or governmental customers, which we call orders. We believe the disclosure of orders is a useful metric for investors, as it helps support our future revenue expectations and adds validity to our strategic growth plan. Company management uses orders as a tool to manage expected growth, budget and cash requirements, and to monitor the success of our sales and marketing efforts. If any of our orders were to be terminated, delayed or revised downward, our orders and our backlog would be reduced by the expected value of the remaining terms of such contract.

Balance Sheet:

? Combined cash, unrestricted cash, cash equivalents and short-term investments as of April 30, 2023, was $34.7 million, which compares to $40.9 million as of January 31, 2023, and $57.3 million at the beginning of the fiscal year.
? The Company continues to have no bank debt as of April 30, 2023.
? Net cash used in operating activities for FY23 was approximately $21.7 million, compared to $21.3 million FY22.

Introduction of Fiscal 2024 Annual Guidance

The Company is also introducing the following select guidance for full-year fiscal 2024:

? Contracted orders for FY24 are expected to be approximately $15 million. This represents growth of more than 2x over FY23.

The Company’s anticipated order growth will be driven primarily by the continued ramp in its DaaS line, WAM-V sales and leases, and its strategic consulting business.

Conference Call & Webcast

As announced on June 15, 2023, a conference call to discuss OPT’s financial results will be held tomorrow morning, Thursday, July 13, 2023, at 9:00 a.m. Eastern time. Philipp Stratmann, CEO, Bob Powers, CFO, and Joseph Dipietro, Treasurer and Controller, will host the call.

? The dial-in numbers for the conference call are 877-407-8291 or 201-689-8345.

? Live webcast: Link to 4Q23 Webcast for OPT

? Call Replay: Will be available by telephone approximately two hours after the call’s completion until August 13, 2023. You may access the replay by dialing 877-660-6853 from the U.S. or 201-612-7415 for international callers and using the Conference ID 1373 8942.

? Webcast Replay: The archived webcast will also be available on the OPT investor relations section of its website.

About Ocean Power Technologies

Ocean Power Technologies, Inc. provides ocean data collection and reporting, marine power, offshore communications and Domain Awareness Services products, integrated solutions, and consulting services. Our solutions focus on four major service areas: Data as a Service (“DaaS”), which includes data collected by our Wave Adaptive Modular Vessel (WAM-V®) autonomous vehicles or our PowerBuoy® product lines; Robotics as a Service (“RaaS”), which provides a lower cost subscription model for our customers to access use of our WAM-V’s®; Power as a Service (“PaaS”), which includes our PowerBuoy® and subsea battery products; and our Strategic Consulting Services. We offer our products and services to a wide range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. Our solutions are primarily suited to ocean and other offshore environments, and support generation of actionable intelligence on a standalone basis or working with other data sources. The Company is headquartered in Monroe Township, New Jersey. To learn more, visit www.OceanPowerTechnologies.com.

Click above link for enclosed financials…

[jobynimble]

8-K filing:https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315223024338/form8-k.htm

Item 2.02. Results of Operations and Financial Condition.

On July 12, 2023, Ocean Power Technologies, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter and fiscal year ended April 30, 2023. 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

*99.1 Press release dated July 12, 2023 regarding fiscal fourth quarter and fiscal year end earnings.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

[$oldier Hard]

$OPTT Boom volume!

[mick]

OPTT
Ocean Power Technologies Inc
0.6362
0.0288 (4.74%)
Volume: 200,524
Day Range: 0.59 - 0.62
Last Trade Time: 8:00:00 PM EDT

[$oldier Hard]

$OPTT does seem that way Skinny. You must own common stock on 7/11/23 to qualify and then their 10k will be out on the 12th in the a/hs and conference call 09:00 hrs on the 13th. Maybe we'll get some idea of just what is coming or is already occurring?

[Skinny Mulligan]

Something's coming. In addition to the two issuances & tax plan just announced. Posted about them on ST. Sure don't have it all figured out. Especially, why is the company selling other shareholders' stock as an issuance???

In any case, the Preferred issuance is detailed in appendix C of the tax plan release. EFFECTIVELY $4/sh. You must own common stock on 7/11/23 to qualify. You can't even guesstimate how big/small issuance (right conversion) will be; but ceiling is $400M. If they sell any of this, proceeds would actually be anti-dilutive to current shareholders. But I can't find the justification for the insane premium they are charging.

I am bullish for the first time in AGES.

[jobynimble]

Form S-3 filing: https://www.sec.gov/Archives/edgar/data/1378140/000149315223023010/forms-3.htm

[jobynimble]

Link to Form 8-A: https://www.sec.gov/Archives/edgar/data/1378140/000149315223023009/form8-a12b.htm

Item 1. Description of Registrant’s Securities to be Registered.

On June 29, 2023, the Board of Directors (the “Board”) of Ocean Power Technologies, Inc., a Delaware corporation (the “Company”), approved and adopted a Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2023, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Tax Benefits Preservation Plan” or the “Plan”). Pursuant to the Tax Benefits Preservation Plan, the Board declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of common stock, par value $0.001, of the Company (the “Common Stock”). The dividend is distributable to stockholders of record as of the close of business on July 11, 2023 (the “Record Date”).

Click above link to read the rest of the filing…

[jobynimble]

Link to press release included as part of the 8-K: https://www.sec.gov/Archives/edgar/data/1378140/000149315223023008/ex99-1.htm

OPT Adopts Tax Benefits Preservation Plan to Protect Long-term Shareholder Value By Preserving Significant Tax Assets

MONROE TOWNSHIP, N.J., June 30, 2023 – Ocean Power Technologies, Inc. (“OPT” or the “Company”) (NYSE American: OPTT), a leader in innovative and cost-effective low-carbon marine power, data, and service solutions, today announced that its Board of Directors has approved the adoption of a tax benefits preservation plan (or “the plan”) in the form of a Section 382 Rights Agreement. The plan is designed to protect and preserve OPT’s tax assets primarily associated with net operating loss carryforwards or NOLs that could potentially be utilized in certain circumstances to offset OPT’s future taxable income and reduce its federal income tax liability.

Section 382 of the Internal Revenue Code imposes limitations on the future use of a company’s NOLs if it undergoes an “ownership change.” OPT’s ability to benefit from its tax assets would be substantially limited by Section 382 if an “ownership change” occurred. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by one or a group of its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period over the lowest percentage of stock of such corporation owned by such stockholders at any time during that period.

OPT’s tax benefits preservation plan is similar to those adopted by numerous other public companies with significant NOLs. In order to protect OPT’s NOLs from being limited or permanently lost under Section 382, the tax benefits preservation plan is intended to reduce the likelihood of an unintended “ownership change” occurring through the buying and selling of OPT’s common stock, $0.001 par value per share (the “common stock”). OPT’s tax benefits preservation plan is intended to deter any person or group from acquiring beneficial ownership of 4.99% or more of OPT’s outstanding common stock without the approval of the Board. OPT’s tax benefits preservation plan does not, however, block anyone from buying or selling OPT’s common stock. Accordingly, there can be no assurance that the tax benefits preservation plan will prevent an “ownership change.”

Under the terms of the tax benefits preservation plan, OPT will distribute to its stockholders one preferred stock purchase right for each share of OPT’s common stock held as of the close of business on July 11, 2023. Any shares of common stock issued after the July 11, 2023 record date will be issued together with associated preferred stock purchase rights.

Under the tax benefits preservation plan, the rights will initially trade with OPT’s common stock. The rights will generally become exercisable only if a person (or any persons acting as a group) acquires beneficial ownership of 4.99% or more of OPT’s outstanding common stock, without the approval of the Board, after the first public announcement by OPT of the adoption of the tax benefits preservation plan. A person or group who acquires, without the approval of the Board, beneficial ownership of 4.99% or more of OPT’s outstanding common stock could be subject to significant dilution.

If the preferred stock purchase rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase OPT’s common stock at a 50% discount. The Board also has the option to cause the exchange of one share of common stock for each preferred stock purchase right held (other than the rights held by the person or group triggering the rights). Preferred stock purchase rights held by the person or group triggering the rights will become null and void and will not be exercisable, exchangeable, or transferable.

Stockholders who beneficially owned 4.99% or more of OPT’s outstanding common stock prior to the first public announcement by OPT of the adoption of the tax benefits preservation plan will not trigger any penalties under the tax benefits preservation plan so long as they do not acquire beneficial ownership of any additional shares of common stock (other than pursuant to a stock split, stock dividend, reclassification, or similar transaction effected by OPT) at a time when they still beneficially own 4.99% or more of such common stock. The Board also has the discretion to exempt any acquisition of OPT’s common stock from the provisions of the tax benefits preservation plan.

The preferred stock purchase rights and the tax benefits preservation plan will expire no later than June 29, 2026. The preferred stock purchase rights and the tax benefits preservation plan may also expire on an earlier date upon the occurrence of other events, including a determination by OPT’s Board that the tax benefits preservation plan is no longer necessary for the preservation of OPT’s tax attributes. The preferred stock purchase rights may also be redeemed, exchanged, or terminated prior to their expiration.

Additional information with respect to the tax benefits preservation plan will be contained in the related Current Report on Form 8-K and Registration Statement on Form 8-A that OPT will file with the Securities and Exchange Commission. Copies of these documents can be obtained free of charge, when available, at the SEC’s website, www.sec.gov, and at OPT’s website, www.OceanPowerTechnologies.com.

About Ocean Power Technologies

OPT is a provider of ocean energy and intelligent data services. OPT provides these services through its innovative low-carbon distributed and autonomous ocean power and data solutions, combined with its offshore engineering and design services. ‘OPT’s PowerBuoy® platforms offer persistent, reliable, and economical power and communications for remote surface and subsea applications for markets such as offshore energy, defense and security, science and research, and communications. OPT is headquartered in Monroe Township, New Jersey. To learn more, visit www.OceanPowerTechnologies.com.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined under the U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbors created by such laws. Forward-looking statements contained in this press release may relate to, but are not limited to, statements regarding our future taxable income, our ability to utilize and realize the value of our net operating loss carryforwards and how they could be limited or eliminated if we experienced an ownership change as defined in Section 382 of the Internal Revenue Code and whether the tax benefits preservation plan will reduce the likelihood of such an unintended ownership change from occurring. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Information on factors that may impact these forward-looking statements can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in OPT’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its latest Annual Report on Form 10-K and its latest Quarterly Report on Form 10-Q, copies of which may be obtained from www.sec.gov. The forward-looking statements in this press release are made as of the date hereof. Notwithstanding changes that may occur with respect to matters relating to any forward-looking statements, OPT assumes no obligation to publicly update, amend, or clarify its forward-looking statements, whether as a result of new information, future events, or otherwise, except as may otherwise be required by the federal securities laws. OPT, however, reserves the right to update such statements or any portion thereof at any time for any reason.

Contact Information

Investors:
609-730-0400 x401
[e-mail]

Media:
609-730-0400 x402
[e-mail]

or

Longacre Square Partners
Dan Zacchei / Rebecca Kral
[e-mail] / [e-mail]

[jobynimble]

Link to 8-K: https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315223023008/form8-k.htm

[jobynimble]

Several filings out today, including a press release…

Link to filings: https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001378140&owner=exclude

[mick]

OPTT
Ocean Power Technologies Inc
0.5898
-0.0102 (-1.70%)
Volume: 168,501
Day Range: 0.58 - 0.62
Last Trade Time: 8:00:00 PM EDT

[jobynimble]

MONROE TOWNSHIP, N.J., June 15, 2023 (GLOBE NEWSWIRE) -- Ocean Power Technologies, Inc. ("OPT" or "the Company") (NYSE American: OPTT), a leader in innovative and cost-effective low-carbon marine power, data, and service solutions, today announced that it will report its fiscal 2023 fourth quarter and full-year ended April 30, 2023, results after the market closes on Wednesday, July 12, 2023.

CONFERENCE CALL AND WEBCAST INFORMATION

A conference call has been scheduled to discuss OPT’s financial results the following morning, Thursday, July 13, 2023, at 9:00 a.m. Eastern time. Philipp Stratmann, CEO, Bob Powers, CFO, and Joseph Dipietro, Treasurer and Controller, will host the call.

The dial-in numbers for the conference call are 877-407-8291 or 201-689-8345.
Live webcast: Link to Webcast - OPT 4Q 23 Earnings
Call Replay: Will be available by telephone approximately two hours after the call's completion until August 13, 2023. You may access the replay by dialing 877-660-6853 from the U.S. or 201-612-7415 for international callers and using the Conference ID 1373 8942.
Webcast Replay: The archived webcast will also be available on the OPT investor relations section of its website.

[jobynimble]

https://www.globenewswire.com/en/news-release/2023/06/15/2689394/9069/en/Ocean-Power-Technologies-to-Report-2023-Fourth-Quarter-and-Full-Year-Results-on-July-12-2023.html

[$oldier Hard]

I saw that jo. I looked through it some but lots to try and understand. They seem to be tying up some loose ends but that's just a guess.

[jobynimble]

Another 8-K filing today, and it’s fairly long…

https://www.sec.gov/Archives/edgar/data/1378140/000149315223020665/form8-k.htm

First section…

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Click above link to read entire filing…

Second part…

Item 8.01 Other Events.

On October 19, 2022, the Company filed its Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission related to its annual meeting of stockholders to be held on December 14, 2022 (the “2022 Annual Meeting”). Subsequent to the filing of the Proxy Statement, the Company discovered an error in the section of the Proxy Statement entitled “Stockholder Proposals for 2023 Annual Meeting.” The Proxy Statement incorrectly noted the anticipated dates for the opening and closing of the advance notice period for stockholders to submit notice of director nominations and stockholder proposals (other than proposals made pursuant to Rule 14a-8 under the Exchange Act) to be properly brought before the Company’s annual meeting of stockholders to be held in 2023 (the “2023 Annual Meeting”) in accordance with the By-Laws as being from August 10, 2023 to September 12, 2023.

Given that the 2022 Annual Meeting was first convened on December 14, 2022 prior to it being subsequently adjourned to January 13, 2023, a stockholder’s notice of director nominations and stockholder proposals for the 2023 Annual Meeting must be received not earlier than August 16, 2023 and not later than the close of business on September 15, 2023 (except that, in the event that the date of the 2023 Annual Meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the 2022 Annual Meeting (as first convened), a stockholder’s notice must be received no earlier than the 120th day prior to the 2023 Annual Meeting and not later than the close of business on the later of (A) the 90th day prior to the 2023 Annual Meeting and (B) the tenth day following the day on which notice of the date of the 2023 Annual Meeting was mailed or public disclosure of the date of the 2023 Annual Meeting was made, whichever first occurs).

Item 9.01 Financial Statements and Exhibits.

Exhibit
number
Description
3.1 Amended and Restated By-Laws of Ocean Power Technologies, Inc., as adopted on June 9, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

[$oldier Hard]

That's interesting.