Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-042282

Filed: 2026-09-11

Period: 2026-09-10

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Material Modifications to Rights of Security Holders

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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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): September

10, 2026

Ocean

Power Technologies, Inc.

(Exact name of registrant

as specified in its charter)

Delaware

001-33417

22-2535818

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

Engelhard Drive,

Suite

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 ☐

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

3.03 Material Modification to Rights of Security

Holders.

described below under Item 5.07, at a special meeting of the stockholders of Ocean Power Technologies, Inc. (the “Company”)

held on September 10, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation

to effect a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”), and authorized the

Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-5 and 1-for-50.

Immediately

following the meeting, the Board met, considered and determined to set the reverse stock split ratio at 1-for-30 (the “Reverse

Stock Split”). The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time on September 11, 2026 (the “Effective

Time”), pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate

of Incorporation filed with the Secretary of State of the State of Delaware on September 11, 2026.

copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified

in its entirety by reference to the full text of the Certificate of Amendment.

connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 674870605. The Common Stock will begin

trading on the NYSE American on a split-adjusted basis on September 14, 2026.

a result of the Reverse Stock Split, every 30 shares of the Company’s issued and outstanding Common Stock will be converted into

one (1) share of Common Stock, reducing the number of issued and outstanding shares of the Company’s common stock from approximately

270.1 million to approximately 9.1 million. There was no change in the par value of the Common Stock and the total number of authorized

shares of Common Stock was also unchanged.

fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional

shares because they hold a number of pre-reverse stock split shares of the Common Stock not evenly divisible by 30, will have the number

of post-reverse split shares of the Common Stock to which they are entitled rounded up to the next whole number of shares of the Common

Stock. No stockholders will receive cash in lieu of fractional shares.

The

Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock of the Company. Pursuant to the

terms of the Company’s outstanding convertible securities, options and warrants, the number of shares into which such convertible

securities may be converted will be proportionately adjusted to reflect the Reverse Stock Split, and, pursuant to their terms, a proportionate

adjustment will be made to the per share exercise price and number of shares issuable under of all of the Company’s outstanding

stock options and warrants to purchase shares of common stock, and the number of shares reserved for issuance pursuant to the Company’s

equity compensation plans will be reduced proportionately.

addition, pursuant to the terms of that certain Amended and Restated Section 382 Tax Benefits Preservation Plan, dated as of June 29,

2026 (the “Plan”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company,

as rights agent (the “Rights Agent”), the Reverse Stock Split resulted in an automatic, mechanical, and proportional adjustment

pursuant to Section 11(o) of the Plan to the purchase price of the preferred stock purchase rights (the “Rights”) associated

with each outstanding share of Common Stock.

Effective

as of the Effective Time, the initial purchase price of $2.25 per one one-thousandth of a share of Series A Participating Preferred Stock,

par value $0.001 per share (the “Preferred Stock”), was multiplied by the Reverse Stock Split ratio factor of 1-for-30, resulting

in an adjusted purchase price of $67.50 per one one-thousandth of a share of Preferred Stock, subject to further adjustment as provided

in the Plan.

Pursuant

to Section 11(o) of the Plan:

● (i)

the fraction of a share of Preferred Stock purchasable upon exercise of each Right remains

unchanged at one one-thousandth of a share of Preferred Stock per Right; and

● (ii)

the number of Rights associated with each outstanding share of Common Stock remains unchanged

at one (1) Right per share.

September 10, 2026, in accordance with Section 12 of the Plan, the Company delivered to the Rights Agent the required notice setting

forth the adjustments to the Purchase Price and the statement of facts and computations accounting for such adjustment. No formal text

amendment to the Plan or its underlying exhibits was executed or required in connection therewith.

The

Reverse Stock Split did not cause any stockholder or any affiliate or associate thereof to become an “Acquiring Person” under

the Plan. Nor did the Reverse Stock Split cause the occurrence of a “Distribution Time,” “Stock Acquisition Date,”

or other “Triggering Event” under the Plan.

For

more information regarding the amendment and the reverse split, please see the Company’s proxy statement filed on August 3, 2026.

The

Company issued a press release on September 10, 2026 announcing the reverse split, a copy of which is filed herewith as Exhibit 99.1.

Item

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

The

information from Item 3.03 regarding the Certificate of Amendment is incorporated into this Item 5.03 by reference.

Item

5.07 Submission of Matters to a Vote of Security Holders.

the special meeting of the stockholders of the Company held on September 10, 2026, the result of the vote to authorize the Board, in

its sole and absolute discretion, without further action of the stockholders, to amend the Company’s Certificate of Incorporation

to implement a reverse stock split of the Common Stock at a ratio of not less than 1-for-5 and not greater than 1-for-50, within one

year from the date of the meeting, with the exact ratio to be determined by the Board was as follows:

Number

of Votes

Voted

For

Number

of Votes

Voted

Against

Number

of Votes

Abstaining

Number

Broker

Non-Votes

85,632,215

40,675,726

790,545

Item

9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

of Exhibit

3.1

Certificate

of Amendment to the Company’s Certificate of Incorporation filed on September 11, 2026

99.1

Press release dated September 10, 2026.

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:

September 11, 2026

OCEAN

POWER TECHNOLOGIES, INC.

/s/

Philipp Stratmann

Philipp

Stratmann

President

and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

STATE

OF DELAWARE

CERTIFICATE

OF AMENDMENT

CERTIFICATE OF INCORPORATION

Ocean

Power Technologies, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby

certify:

FIRST:

That the Board of Directors of Ocean Power Technologies, Inc. adopted a proposed amendment of the Certificate of Incorporation of said

corporation to effectuate a reverse stock split, declaring said amendment to be advisable.

The

proposed amendment reads as follows:

Article

Fourth is hereby amended by adding the following to the end of the first paragraph of Article Fourth:

Effective

at 5:00 PM Eastern time on September 11, 2026 (the “Effective Time”), each thirty (30) shares of Common Stock issued and

outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders

thereof, be combined and converted into one (1) share of Common Stock (the “Consolidation”). No fractional shares shall be

issued in connection with the Consolidation. Shares shall be rounded up to the nearest whole share. Each certificate that immediately

prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number

of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject

to the rounding up of any fractional share interests as described above.

SECOND:

That, pursuant to a resolution of its Board of Directors, a meeting of the stockholders of Ocean Power Technologies, Inc. was duly

called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the

necessary number of shares of Common Stock as required by statute were voted in favor of granting the Board of Directors the authority

to amend the Certificate of Incorporation to provide for a reverse stock split.

THIRD:

That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11th day of September, 2026.

By:

/s/ Philipp Stratmann

Name:

Philipp Stratmann

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Ocean

Power Technologies Announces Reverse Stock Split

Expected to Begin Trading on a Split-Adjusted Basis on September 14, 2026

MONROE

TOWNSHIP, N.J., September 10, 2026 — Ocean Power Technologies, Inc. (“OPT” or the “Company”) (NYSE American:

OPTT), a leader in maritime operational infrastructure and autonomous ocean systems, today announced a 1-for-30 reverse stock split

(“Reverse Split”) of the Company’s common stock (“Common Stock”). The Common Stock will begin trading on

a split-adjusted basis on the NYSE American commencing at the market open on September 14, 2026. The Reverse Split is being effected

in order to increase the price per share of the Common Stock to, among other things, improve its marketability and liquidity. The new

CUSIP number for the Common Stock following the Reverse Split will be 674870 605.

a result of the Reverse Split, each 30 shares of the issued and outstanding Common Stock will be automatically combined and converted

into one issued and outstanding share of Common Stock. No fractional shares will be issued as a result of the Reverse Split. Stockholders

who otherwise would be entitled to a fractional share will automatically be entitled to receive one whole share of Common Stock for each

such fractional share.

Each

shareholder’s pro-rata percentage ownership will remain unchanged as a result of the Reverse Split and no further action is required

by stockholders. All of the Company’s current outstanding warrants to purchase shares of Common Stock and other derivatives automatically

adjust per their terms to reflect the Reverse Split. Immediately after the Reverse Split becomes effective, there will be approximately

9.1 million shares of Common Stock issued and outstanding.

connection with the Reverse Stock Split, an automatic, mechanical, and proportional adjustment was made to the purchase price of the

preferred stock purchase rights (the “Rights”) issued pursuant to the Company’s Amended and Restated Section 382 Tax

Benefits Preservation Plan, dated as of June 29, 2026 (the “Plan”), by and between the Company and Computershare Trust Company,

N.A., as rights agent, pursuant to Section 11(o) thereof.

Effective

as of the effective time of the Reverse Stock Split, the initial purchase price of $2.25 per one thousandth of a share of Series A Participating

Preferred Stock was multiplied by the Reverse Stock Split ratio factor of 30, resulting in an adjusted purchase price of $67.50 per one

one-thousandth of a share of Preferred Stock, subject to further adjustment as provided in the Rights Plan.

Pursuant

to Section 11(o) of the Plan, the fraction of a share of Preferred Stock purchasable upon exercise of each Right remains unchanged at

one one-thousandth of a share, and the number of Rights associated with each outstanding share of Common Stock remains unchanged at one

(1) Right per share.

The

Reverse Stock Split did not cause any stockholder or any affiliate or associate thereof to become an “Acquiring Person” under

the Plan. Nor did the Reverse Stock Split cause the occurrence of a “Distribution Time,” “Stock Acquisition Date,”

or other “Triggering Event” under the Plan.

For

further details, all stockholders are invited to review the Current Report on Form 8-K regarding the Reverse Stock Split which will be

filed September 11, 2026.

For

more information about Ocean Power Technologies, 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 vessels (USVs)

and marine robotics services. The Company’s headquarters is in Monroe Township, New Jersey, with an additional office in Richmond,

California. To learn more about OPT’s products, services and solutions, 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 Company’s ability to have a successful Reverse Stock Split, the delivery of customer

services, 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

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