Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item Entry into a Material Definitive Agreement. 1.01 CFO Agreement As described below under Item 5.02, effective September 30, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into an engagement agreement with Flexible Consulting, LLC (“Flexible Consulting”), a financial and accounting consulting firm, for the services of Victoria Hay as interim Chief Financial Officer of the Company.…
Filed Oct 7, 2026Accepted Oct 6, 2026, 5:59 PM EDTCIK 1378140Accession 0001493152-26-046028
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.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry into a Material Definitive Agreement.
1.01
CFO
Agreement
As
described below under Item 5.02, effective September 30, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into
an engagement agreement with Flexible Consulting, LLC (“Flexible Consulting”), a financial and accounting consulting firm,
for the services of Victoria Hay as interim Chief Financial Officer of the Company. The Board is also in the process of conducting a
search for a permanent Chief Financial Officer.
Powers
Separation Agreement
On
September 30, 2026, Robert Powers entered into a Severance Agreement and General Release (the “Powers Agreement”) with the
Company in connection with his departure from the Company described below under Item 5.02. Pursuant to the Powers Agreement, Mr. Powers
will receive six months of base salary and the balance of his agreed fiscal 2026 bonus. He also will receive continued Company health
benefits through October 31, 2026. In exchange, he provided the Company with a general release. He will remain employed by the Company
through October 14, 2026 to assist with the transition of his duties.
The
foregoing summary is qualified in its entirety by reference to the full and complete terms of the Powers Agreement which will be filed
with the Company’s next Quarterly Report on Form 10-Q.
Item 1.02Item 1.02 - Termination of Material Agreement
Item Termination of a Material Definitive Agreement.
1.02
As
described below under Item 5.02, the employment letter of Robert Powers with the Company dated as of December 13, 2021 was terminated
in connection with his departure from the Company as
Chief Financial Officer effective September 30, 2026.
Item 5.02Item 5.02 - Departure/Election of Directors
Item Departure of Directors or Certain Officers; Election of
5.02 Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Change
in Principal Financial Officer and Principal Accounting Officer
On
September 30, 2026, Robert Powers departed from
his role as Chief Financial Officer of the
Company, upon mutual agreement with the Board. As described under Item 1.02 above, Mr. Power’s employment letter with the Company
dated as of December 13, 2021 was also terminated effective as of such date. Mr. Powers departed
the Company after helping establish the Company’s operational foundation. The Board thanks Mr. Powers for his leadership, contributions
and dedication to the Company.
In
connection with Mr. Power’s departure, effective September 30, 2026, the Company entered into an engagement agreement (the “CFO
Agreement”) with Flexible Consulting whereby Victoria Hay will serve as interim Chief Financial Officer, Principal Financial Officer
and Principal Accounting Officer of the Company. Mrs. Hay, 43, has
been the co-owner and President of Flexible Consulting since May 2021. In her capacity as President of Flexible Consulting, Mrs. Hay
has acted as a financial and accounting advisor for numerous companies, including acting as contracted Interim Chief Financial Officer
of Nauticus Robotics and Chief Financial Officer of ECD Automotive Design, Inc.. Prior to her time at Flexible Consulting,
LLC, Mrs. Hay was at Weatherford International plc from 2008 to May 2021 in accounting and finance roles of increasing seniority, most
recently as the Senior Director - Global Accounting and Reporting Services. Mrs. Hay began her career as a finance analyst with Morgan
Stanley. Mrs. Hay is a CIMA chartered accountant and has a BSC (Hon) in Biotechnology and Management from Edinburgh University.
Mrs.
Hay, through Flexible Consulting, will receive cash compensation of $30,000 per month and monthly expense reimbursement.
There
is no arrangement or understanding between Mrs. Hay and any other person pursuant to which she was to be selected as an officer, and
there is no family relationship between Mrs. Hay and any of the Company’s directors, executive officers, or any person nominated
or chosen by the Company to become a director or executive officer.
The
foregoing summary is qualified in its entirety by reference to the full and complete terms of the CFO Agreement which will be filed with
the Company’s next Quarterly Report on Form 10-Q.