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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): January 29, 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.☐
On
January 29, 2024, Ocean Power Technologies, Inc. (the “Company”)
issued a press release announcing an award from the New Jersey Economic Development Authority Net Operating Loss Program. A copy of the
press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item
9.01 | Financial
Statements and Exhibits. |
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:
January 29, 2024
|
OCEAN
POWER TECHNOLOGIES, INC. |
|
|
|
/s/
Philipp Stratmann |
|
Philipp
Stratmann |
|
President
and Chief Executive Officer |
Exhibit
99.1
Ocean
Power Technologies Announces $1.2 Million Award from the New Jersey Economic Development Authority (NJEDA) Net Operating Loss (NOL) Program
MONROE
TOWNSHIP, N.J., Jan. 29, 2024 – 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 it has been awarded
approximately $1.2 million under the New Jersey Economic Development Authority (NJEDA) 2023 Technology Business Tax Certificate Transfer
Program, commonly known as the Net Operating Loss (NOL) Program.
This
program enables technology and life sciences businesses in New Jersey to sell a percentage of their New Jersey net operating losses and
unused research and development (R&D) tax credits to unrelated profitable corporations for cash. OPT takes part in the NJEDA NOL
program annually and this funding represents a significant resource as the Company continues to make progress on its previously announced
path to profitability. In addition, the receipt of this award demonstrates the potential value of the Company’s net operating losses
and unused R&D tax credits and the need to preserve these potentially valuable assets and thereby preserve OPT’s ability to
participate in future value enhancing monetization opportunities.
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. 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 it has an additional office
in Richmond, California. To learn more, visit www.OceanPowerTechnologies.com.
Forward-Looking
Statements
This
press release contains forward-looking statements that are within the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements in this release include, but are not limited to, those statements relating to the value
to OPT of its net operating losses and unused R&D tax credits, OPT’s ability to preserve its net operating losses and unused
R&D tax credits, the future opportunities OPT may have to participate in the NJEDE NOL program and monetize its net operating losses
and unused R&D tax credits, OPT’s future operating and financial performance, the impact of the completion by OPT of various
milestones and initiatives – including the reallocation of headcount towards commercialization – on the enhancement of stockholder
value and OPT’s future operating and financial performance, OPT’s expectation that it will reach profitability during calendar
year 2025 using current capital resources the growth in OPT’s opportunity pipeline and backlog, OPT’s ability to monetize
such opportunities and backlog into actual revenue, and the impact on OPT of expanding its executive leadership team, OPT’s ability
to drive the next phase of its growth and the commercialization of its products, the current and future commercial viability and success
of OPT’s suite of products and their ability to drive OPT’s profitability during calendar year 2025, OPT’s belief that
it is well-positioned to drive shareholder value creation, OPT’s ability to execute on its strategy and create value for its stockholders,
the expenses that OPT will incur to respond to the actions of Paragon Technologies, Inc., including, but not limited to, the litigation
Paragon has brought against OPT in the Delaware Court of Chancery, OPT’s ability to finance its operations without seeking additional
capital from financing sources, the impact on OPT of recent contract wins, the growth in OPT’s commercial pipeline, the cessation
of OPT’s material R&D efforts, the divestiture of OPT’s strategic consulting team and the projected savings therefrom,
and the projected savings from the reduction of OPT’s engineering team, other statements relating to OPT’s future economic
and operating performance, plans, or objectives, and all other statements contained in this press release that are not historical facts.
Other 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 OPT’s current expectations about its future performance,
plans, and objectives. By their nature, forward-looking statements rely on a number of assumptions and estimates that could be inaccurate
and involve risks and uncertainties that could cause actual results to materially differ from those anticipated or expressed in any forward-looking
statement. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although
we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties
that are beyond our control, including, without limitation risks related to our ability to execute on our strategy, drive growth, and
create value for our stockholders; our ability to develop, market, and commercialize our products; our ability to monetize our opportunity
pipeline; our ability to achieve and, thereafter, sustain profitability; our ability to win government contracts, including in the defense
and security sectors; the possibility that we may not be able to obtain the necessary facility and personnel clearances to qualify for
certain government contracts, including in the defense and security sectors; our ability to continue the development of our proprietary
technologies; our expected continued use of cash from operating activities unless or until we achieve positive cash flow from the commercialization
of our products and services; our ability to obtain additional funding, as and if needed; our history of operating losses, which we expect
to continue for at least the short term and possibly longer; our ability to control our expenses; our ability to attract and retain qualified
personnel, including executive management; our ability to manage and mitigate risks associated with our internal cyber security protocols
and protection of the data we collect and distribute; our ability to protect our intellectual property portfolio; the impact of inflation
related to the U.S. dollar on our business, operations, customers, suppliers and manufacturers, and personnel; our ability to meet product
development, manufacturing and customer delivery deadlines; our ability to identify and penetrate markets for our products, services,
and solutions; and the risks related to the actions of Paragon Technologies, Inc. against OPT and
the related litigation brought against OPT in the Delaware Court of Chancery, including the amount of related costs incurred by OPT and
the disruption caused to OPT’s business activities by these actions.
Many
of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general
or specific factors that may affect us. Additional factors are described in OPT’s Form 10-K, Form 10-Q, and Form 8-K reports (including
all amendments to those reports). Any forward-looking statements speak only as of the date on which such statements are made, and OPT
undertakes no obligation or intent to update such forward-looking statements to reflect events or circumstances arising after such date.
OPT cautions investors not to place undue reliance on any such forward-looking statements. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf.
Important
Additional Information And Where To Find It
OPT
has filed with the SEC a revised definitive proxy statement on Schedule 14A on December 4, 2023, including a form of WHITE
proxy card, and other relevant documents with respect to its solicitation of proxies for OPT’s 2023 Annual Meeting of Stockholders
scheduled to be held on January 31, 2024 (the “2023 Annual Meeting”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REVISED DEFINITIVE PROXY STATEMENT (INCLUDING THE SUPPLEMENT THERETO FILED WITH THE SEC ON JANUARY 3, 2024 AND ANY OTHER AMENDMENTS
OR SUPPLEMENTS TO OPT’S REVISED DEFINITIVE PROXY STATEMENT) FILED BY OPT AND ANY OTHER RELEVANT DOCUMENTS THAT OPT FILES WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OPT’S SOLICITATION. Investors
and security holders may obtain copies of these documents and other documents filed with the SEC by OPT free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by OPT are also available free of charge by accessing 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 (609) 730-0400.
Certain
Participant Information
OPT,
its directors, and executive officers may be deemed to be participants in the solicitation of proxies with respect to a solicitation
by OPT in connection with matters to be considered at OPT’s 2023 Annual Meeting. Information about OPT’s executive officers
and directors, including information regarding the direct and indirect interests, by security holdings or otherwise, is available in
OPT’s revised definitive proxy statement for the 2023 Annual Meeting (including the schedules and appendices thereto), which was
filed with the SEC on December 4, 2023. To the extent holdings of OPT securities reported in the revised definitive proxy statement for
the 2023 Annual Meeting have changed or subsequently change, such changes have been or will be reflected on Statements of Change in Ownership
on Forms 3, 4, or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
Contact
Information
Investors:
609-730-0400 x401 or InvestorRelations@oceanpowertech.com
Media:
609-730-0400 x402 or MediaRelations@oceanpowertech.com
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Ocean Power Technologies (AMEX:OPTT)
過去 株価チャート
から 8 2024 まで 9 2024
Ocean Power Technologies (AMEX:OPTT)
過去 株価チャート
から 9 2023 まで 9 2024