Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 1.01 Entry into a Material Definitive Agreement. On July 22, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Columbia Power Technologies, Inc. (the “Seller”) pursuant to which the Company acquired from the Seller certain of its intellectual property assets.…
We are a Maritime Domain Awareness (MDA) company specializing in innovative intelligent maritime solutions. These solutions include a variety of “as a service” systems, including Data as a Service (DaaS), Robotics as a Service (RaaS), and Power as a Service (PaaS). These systems consist of a variety of platforms including the PowerBuoy®, our persistent sensor and power solution, the WAM-V® (Wave Adaptive Modular Vessel), our autonomous unmanned surface vehicle, and Merrows™, our user interface and command and control (C2) system that integrates multiple sensor feeds using software and hardware and enables artificial intelligence and machine learning (AI/ML) integration. We design, manufacture, deploy, and operate these systems for defense, security, subsea infrastructure, offshore oil and gas, offshore energy, marine research, and communication markets. We operate primarily through a combination of direct sales and leases, strategic partnerships, and long-term service agreements. Our business model emphasizes capital-light deployments, recurring revenue from service and maintenance contracts, and high-margin technology sales and leases.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01
Entry into a Material Definitive Agreement.
On
July 22, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset
Purchase Agreement”) with Columbia Power Technologies, Inc. (the “Seller”) pursuant to which the Company acquired from
the Seller certain of its intellectual property assets. Seller is an ocean power company, tapping the ocean to supply cost-effective,
dependable, and predictable energy generation systems for its customers. In consideration for the purchase, the Company issued 10,984,848
shares of its common stock to the Seller with an agreed value of $2,900,000 based on a trailing thirty day VWAP. The Asset
Purchase Agreement includes a number of other standard representations, warranties, covenants and indemnification.
The
foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the text of the Asset Purchase Agreement,
a copy of which the Company is filed herewith as Exhibit 10.1.
The
Company issued a press release on July 23, 2026 announcing the entry into the Asset Purchase Agreement, a copy of which is filed herewith
as Exhibit 99.1.
Item 1.02Item 1.02 - Termination of Material Agreement
Item
1.02 Termination of a Material Definitive Agreement.
Effective
July 22, 2026, the Company terminated its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. dated August 8, 2025.
There were no penalties associated with the termination.
Item
2.02. Results of Operations and Financial Condition.
On
July 23, 2026, the Company issued a press release announcing its financial results for its fiscal fourth quarter and fiscal year ended
April 30, 2026. A copy of the press release is furnished as Exhibit 99.2 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 21, 2026, the Company appointed Rear Admiral Joseph A. “Digger” DiGuardo Jr. to the Board of Directors as Acting Chairman,
effective immediately. He previously served as an advisory board member since 2024. There were no arrangements or understandings between
Mr. DiGuardo and any other person pursuant to which he was appointed as a director, and there have been no transactions since the beginning
of the Company’s last two fiscal years, nor are there any currently proposed transactions, regarding Mr. DiGuardo that are required
to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no family relationships between Mr. DiGuardo and any other director
or executive officer. Mr. DiGuardo will also serve on the Board’s Quality Health and Safety Committee.
Mr.
DiGuardo, age 58, is a highly accomplished senior executive leader with over three decades of distinguished service in national security,
counterterrorism, and counter-proliferation. As a retired Rear Admiral in the U.S. Navy, Mr. DiGuardo culminated his military career
leading the Navy Expeditionary Combat Command (NECC), overseeing 20,000 active and reserve personnel and a budget of $2.1B annually.
His leadership spanned complex, high-risk operations, including special operations to Counter Weapons of Mass Destruction (CWMD) mission,
Counter Terrorism, Navy Expeditionary Operations and Fleet support worldwide. Prior to that he was the Director, U.S. Special Operations
Command (USSOCOM J10) Countering Weapons of Mass Destruction (CWMD) Directorate and the DoD CWMD Coordinating Authority with responsibility
to plan, assess, and recommend global CWMD priorities aligned to National Defense Strategy and coordinate with U.S. Government and Foreign
Agencies to disrupt state and non- state proliferation and terrorism.
Currently,
Mr. DiGuardo is the Principal of DiggerWorks Consulting, where he advises clients and Boards of Directors on National Security Strategy
and Policy, Unmanned Systems, Technology Integration, Counter WMD, Counter Proliferation/Non Proliferation and U.S. Government priorities.
He is an Executive Director at the Nevada National Security Sites (NNSS), a National Laboratory under the Department of Energy. He also
serves as a Fellow at the American College of National Security Leaders (ACNSL), responding to questions directly from the National Security
Council (NSC) and is the Warfare Chair of the Undersea Warfare Academic Group at the Naval Postgraduate School, further contributing
to national security thought leadership and academia.
On
July 20, 2026, Terence J. Cryan notified the Company’s Board of Directors of his decision to retire from the Company’s
Board of Directors, effective immediately. Mr. Cryan’s resignation was not the result of any disagreement with management or the Company. The Board and the Company are grateful for Mr. Cryan’s
dedication and contributions to the Company during his 14 year tenure as Chairman of the Board and a director.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
*10.1 Asset Purchase Agreement between Ocean Power Technologies, Inc. and Columbia Power Technologies, Inc. dated July 22, 2026.
*99.1 Press Release issued by Ocean Power Technologies, Inc., dated July 23, 2026.
*99.2 Press Released issued by Ocean Power Technologies, Inc., dated July 23, 2026.
104 Cover
Page Interactive Data file (embedded within the Inline XBRL document).
Filed exhibits (2)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
Exhibit 99.1
Ocean Power Technologies Acquires Strategic Subsea Technology to Expand Operational Infrastructure Supporting Maritime Dominance
Transaction Extends Company’s Operational
Infrastructure Offering to the Subsea Market
MONROE TOWNSHIP, N.J., July 23, 2026
- Ocean Power Technologies, Inc. (“OPT” or the “Company”) (NYSE American: OPTT), today announced
the acquisition of strategic subsea developmental technology assets from Columbia Power Technologies, Inc., expanding the potential of
the Company’s operational infrastructure portfolio to extend its capabilities from the ocean surface to the seabed.
The acquisition strengthens OPT’s position as a provider of persistent
operational infrastructure supporting autonomous maritime operations.
The acquired intellectual property and engineering portfolio complements
the Company’s existing capabilities in offshore power, autonomous surface vehicles, maritime sensing, communications and AI-enabled software
while adding an innovative subsea power capability designed to enable persistent underwater operations. Together, these technologies create
a potentially more comprehensive operational infrast…
EX-99.2
4
ex99-2.htm
EX-99.2
Exhibit
99.2
Ocean
Power Technologies Announces Fourth Quarter and Full Year Fiscal 2026 Results
Fiscal
2026 Marks Company’s Transformation into an Operational Defense Technology Provider Through Historic Coast Guard Deployment, Record
Backlog and Global Defense Expansion
Largest
deployment and recurring revenue contract in Company history positions OPT for long-term growth
MONROE
TOWNSHIP, N.J., July 23, 2026 (GLOBE NEWSWIRE) - Ocean Power Technologies, Inc. (“OPT” or “the Company”)
(NYSE American: OPTT), today announced financial results for its fiscal fourth quarter (“4Q26”) and full-year ended April
30, 2026 (“FY26”).
Fiscal
2026 Strategic Highlights
Fiscal
2026 represented a transformational year for Ocean Power Technologies as the Company continued its evolution into an operational provider
of AI-enabled maritime infrastructure supporting defense, security and commercial customers worldwide.
During
the year, the Company:
Secured
the largest deployment and largest recurring revenue contract in Company history, an approximately
$6.5 million multi-PowerBuoy® maritime domain awareness program supporting the U.S. Coast
Guard.
Tran…