Ocean Power Technologies Files 8-K: Material Agreement & Financials

TL;DR

OPT filed an 8-K detailing a new material agreement and financial updates.

AI Summary

Ocean Power Technologies, Inc. (OPT) announced on December 20, 2024, that it entered into a Material Definitive Agreement. The company also reported on its Results of Operations and Financial Condition. This filing indicates the creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Why It Matters

This 8-K filing signals significant corporate activity, including a new material agreement and updates on the company's financial health, which could impact investor decisions.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to significant stock price volatility.

Key Players & Entities

• Ocean Power Technologies, Inc. (company) — Registrant
• December 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value OPTT NYSE American Seri
• $54,000,000 — up to an aggregate principal amount of $54,000,000 (the "Notes") that will be convertible
• $4,000,000 — ote in the original principal amount of $4,000,000 (the "Initial Note"). Upon our filing
• $50 million — ntemplates additional closings of up to $50 million in aggregate principal amount of additi
• $3,620,000.00 — al issue discount of 9.5%, resulting in $3,620,000.00 of proceeds to the Company from the Ini
• $2,000,000 — ice then in effect, provided that up to $2,000,000 of Common Stock under the Company's exi

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex4-1.htm (EX-4.1) — 589KB
• ex4-2.htm (EX-4.2) — 121KB
• ex5-1.htm (EX-5.1) — 16KB
• ex10-1.htm (EX-10.1) — 373KB
• ex10-2.htm (EX-10.2) — 342KB
• ex99-1.htm (EX-99.1) — 156KB
• ex5-1_001.jpg (GRAPHIC) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• 0001493152-24-050911.txt ( ) — 2200KB
• optt-20241220.xsd (EX-101.SCH) — 4KB
• optt-20241220_def.xml (EX-101.DEF) — 29KB
• optt-20241220_lab.xml (EX-101.LAB) — 36KB
• optt-20241220_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): December 20, 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 240.14d-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 1.01 Entry into a Material Definitive Agreement. On December 20, 2024, Ocean Power Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor (the "Investor") under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor (the "Offering"), senior convertible notes for up to an aggregate principal amount of $54,000,000 (the "Notes") that will be convertible into shares of the Company's common stock, par value of $0.001 per share (the "Common Stock"). The issuances and sales of the Notes will be made pursuant to the Company's Indenture, dated December 20, 2024 between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and a First Supplemental Indenture to be entered into between the Company and the Trustee (collectively, the "Indenture"). On December 20, 2024 (the "Initial Closing Date"), the Company issued and sold to the Investor a Note in the original principal amount of $4,000,000 (the "Initial Note"). Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, the Securities Purchase Agreement contemplates additional closings of up to $50 million in aggregate principal amount of additional Notes. The Securities Purchase Agreement contains customary representations, warranties and covenants. It also grants the Investor the right to participate in certain future equity and equity-linked transactions of the Company from the Initial Closing Date through the 3 year anniversary thereof, as well as certain anti-dilution rights applicable to the Notes. No Note may be converted to the extent that such conversion would cause the then holder of such Note to become the beneficial owner of more than 4.99%, or, at the option of such holder, 9.99% of the then outstanding Common Stock, after giving effect to such conversion (the "Beneficial Ownership Cap"). Each Note will be issued with original issue discount of 9.5%, resulting in $3,620,000.00 of proceeds to the Company from the Initial Note before fees and expenses. Each Note will bear interest at a rate of 12.5% per annum, which shall compound on the first calendar day of each calendar quarter and increase the principal amount of the Notes on a dollar-for-dollar basis. Upon the occurrence and during the continuance of an event of default, the interest rate on the Notes will increase to 17.5% per annum. Unless earlier converted, the Notes will mature on the eighteen month anniversary of their respective issuance dates. All amounts due under the Notes are convertible at any time, in whole or in part, and subject to the Beneficial Ownership Cap, at the option of the holders into shares of Common Stock at a conversion price equal to the lower of (a) the closing price of the Co

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View this 8-K filing on SEC EDGAR