Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-039793

Filed: 2026-08-24

Period: 2026-08-19

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.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): August 19, 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 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 ☐

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

2.02.

Results

of Operations and Financial Condition.

August 19, 2026, Ocean Power Technologies, Inc. (the “Company”) issued a press release announcing an update to the preliminary

financial results previously announced on July 23, 2026 for the fiscal year and quarter ended April 30, 2026. A copy of the press release

is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

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

8.01 Other

Events

August 21, 2026, the Company issued a press release announcing that their recently completed audit for the fiscal year ended April

30, 2026 included a going concern qualification. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated

herein by reference.

Item

9.01

Financial

Statements and Exhibits.

Exhibit

Number

Description

*99.1

Press release dated August 19, 2026 regarding earnings for the fiscal fourth quarter and fiscal year ended April 30, 2026.

**99.2

Press release dated August 21, 2026 regarding going concern qualification.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

*Furnished

herewith.

Filed herewith.

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:

August 22, 2026

OCEAN

POWER TECHNOLOGIES, INC.

/s/

Philipp Stratmann

Philipp

Stratmann

President

and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Ocean

Power Technologies Provides Update to Previously Announced Preliminary Fiscal 2026 Financial Results

MONROE

TOWNSHIP, N.J., August 19, 2026 – Ocean Power Technologies, Inc. (“OPT” or the “Company”) (NYSE

American: OPTT), a leader in maritime operational infrastructure, autonomous ocean systems, and AI-enabled maritime intelligence solutions,

today provided an update to the preliminary financial results previously announced on July 23, 2026.

Following

completion of additional audit procedures and consultation with the National Office of the Company’s independent registered public

accounting firm, the Company revised its accounting treatment with respect to certain revenue, costs and other accounting matters identified

in connection with the completion of the audit. As a result, certain previously reported preliminary financial results have been updated.

The

revisions for the fiscal year ended April 30, 2026 decrease revenue by approximately $0.4 million from $4.1 million to $3.7 million,

decreased gross loss by approximately $2.2 million, from the previously reported gross loss of $8.1 million to $5.9 million, and decreased

operating loss by approximately $1.5 million for the same period. The revisions also increased net loss by approximately $5.2 million,

from approximately $43.7 million to $48.9 million. Net loss for the fiscal year ended April 30, 2025 also increased by approximately

$3.0 million due to the recognition of a loss on changes in fair value of a financial instrument.

Importantly:

● The

revisions result from changes in accounting treatment and do not reflect changes in the Company’s

underlying business activities.

● The

revisions have no impact on the Company’s cash or cash flows.

● The

revisions do not change the terms of the Company’s customer contracts or the Company’s

contractual rights and obligations.

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® autonomous surface vessels

(ASVs) and marine robotics services. The Company’s headquarters is located in Monroe Township, New Jersey and has an additional

office in Richmond, California. To learn more, 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. 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.. Except as may be required by applicable law, the Company

undertakes no, and expressly disclaims any, obligation to publicly update or revise any forward-looking statements, whether as a result

of new information, future events, circumstances or otherwise after the date of this press release, and you are cautioned not to rely

upon them unduly.

Financial

Tables Follow

Additional

information may be found in the Company’s Annual Report on Form 10-K that will be filed with the U.S. Securities and Exchange Commission.

The Form 10-K is accessible at www.sec.gov or the Investor Relations section of the Company’s website (www.OceanPowerTechnologies.com/investor-relations).

Contact

Information

Investors:

609-730-0400 x401 or InvestorRelations@oceanpowertech.com

Media:

609-730-0400 x402 or MediaRelations@oceanpowertech.com

Ocean

Power Technologies, Inc. and Subsidiaries

Consolidated

Balance Sheets

(in

thousands, except share data)

April 30, 2026

April 30, 2025

ASSETS

Current assets:

Cash and cash equivalents

$ 8,719

$ 6,715

Restricted cash, short-term

154

—

Accounts receivable, net

587

1,191

Contract assets

590

1,088

Inventory

3,190

4,222

Other current assets

2,648

400

Total current assets

$ 15,888

$ 13,616

Property and equipment, net

10,255

3,444

Intangibles, net

3,357

3,490

Right-of-use assets, net

1,886

1,552

Restricted cash, long-term

—

154

Goodwill

8,537

Total assets

$ 39,923

$ 30,793

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 4,366

$ 568

Earn out payable

150

300

Convertible notes payable (Note 13)

10,428

—

Accrued expenses

4,232

1,271

Contract liabilities, current

6,029

—

Right-of-use liabilities, current portion

1,202

1,150

Total current liabilities

$ 26,407

$ 3,289

Deferred tax liability

203

Right-of-use liabilities, less current portion

837

649

Total liabilities

$ 27,447

$ 4,141

Commitments and contingencies (Note 15)

Shareholders’ Equity:

Preferred stock, $0.001 par value; authorized 5,000,000 shares, none issued or outstanding

$ —

Common stock, $0.001 par value; authorized 400,000,000 and 300,000,000 shares, respectively, issued 231,145,998 and 172,050,563 shares, respectively, and outstanding 228,460,085 and 171,263,086 shares, respectively

231

172

Treasury stock, at cost; 2,685,913 and 787,477 shares, respectively

(1,825 )

(1,018 )

Additional paid-in capital

395,031

359,544

Accumulated deficit

(380,961 )

(332,046 )

Accumulated other comprehensive loss

—

Total shareholders’ equity

12,476

26,652

Total liabilities and shareholders’ equity

$ 39,923

$ 30,793

Ocean

Power Technologies, Inc. and Subsidiaries

Consolidated

Statements of Operations

(in

thousands, except per share data)

Fiscal year ended April 30,

2026

2025

Product & service revenue

$ 3,098

$ 5,408

Lease revenue

639

453

Total revenue

3,737

5,861

Cost of revenue

9,658

4,201

Gross margin

(5,921 )

1,660

Operating expenses

32,442

23,346

Operating loss

$ (38,363 )

$ (21,686 )

Interest (expense)/income, net

(2,785 )

Other expense

(878 )

(23 )

Change in fair value of financial instrument

(5,690 )

(2,956 )

Loss on extinguishment of debt

(1,186 )

(838 )

Foreign exchange loss

(13 )

(45 )

Loss before income taxes

$ (48,915 )

$ (25,500 )

Income tax benefit

—

1,034

Net loss

$ (48,915 )

$ (24,466 )

Basic and diluted net loss per share

$ (0.25 )

$ (0.19 )

Weighted average shares used to compute basic and diluted net loss per share

194,349,416

126,913,998

OCEAN

POWER TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated

Statements of Cash Flows

(in

thousands)

Fiscal year ended April 30,

2026

2025

Cash flows from operating activities:

Net loss

$ (48.915 )

$ (24,466 )

Adjustments to reconcile net loss to net cash used in operating activities:

Foreign exchange loss

—

Depreciation of fixed assets

895

771

Amortization of intangible assets

133

132

Amortization of right-of-use assets

942

853

Amortization of debt issuance costs

595

—

Share-based compensation

9,488

4,603

Change in fair value of financial instrument

5,690

2,956

Loss on extinguishment of debt

1,186

838

Loss on disposal of property and equipment

—

111

Non-cash interest settled through share conversions

1,495

—

Impairment of fixed assets

838

—

Credit loss expense

933

100

Inventory net realizable value adjustment

745

—

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(328 )

(395 )

Contract assets

498

(1,070 )

Inventory

(4,249 )

130

Other assets

(2,323 )

1,347

Accounts payable

3,799

(2,798 )

Accrued expenses

2,961

(515 )

Earn out payable

(150 )

(200 )

Right-of-use liabilities

(1,036 )

(773 )

Contract liabilities

6,029

(302 )

Net cash used in operating activities

$ (20,775 )

$ (18,634 )

Cash flows from investing activities:

Purchases of property and equipment

(4,008 )

(505 )

Net cash used in investing activities

$ (4,008 )

$ (505 )

Cash flows from financing activities:

Cash paid for tax withholding related to shares withheld

$ (807 )

$ (649 )

Payment of debt issuance costs

(524 )

—

Proceeds from convertible notes

26,500

3,173

Payment on convertible notes

(5,974 )

—

Proceeds from issuance of common stock - At The Market offering, net of issuance costs

7,592

17,729

Proceeds from issuance of common stock - Capital Raise, net of issuance costs

—

2,450

Net cash provided by financing activities

$ 26,787

$ 22,703

Net increase in cash, cash equivalents and restricted cash

$ 2,004

$ 3,564

Cash, cash equivalents and restricted cash, beginning of year

6,869

3,305

Cash, cash equivalents and restricted cash, end of year

$ 8,873

$ 6,869

Supplemental disclosure of noncash investing and financing activities:

Common stock issued related to bonus and earnout payments

$ —

$ 630

Common stock issued related to conversion of convertible debt

18,432

2,956

Operating right of use asset obtained in exchange for operating lease liability

$ 1,276

$ —

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

Ocean

Power Technologies, Inc. Provides Required Disclosure

MONROE

TOWNSHIP, N.J., Aug. 21, 2026 (GLOBE NEWSWIRE) — Ocean Power Technologies, Inc. (“OPT” or the “Company”)

(NYSE American: OPTT), a leader in maritime operational infrastructure and autonomous ocean systems, announced that its Financial Statements

included in its Annual Report on Form 10-K for the year ended April 30, 2026, contained an audit report from its Independent Registered

Public Accounting Firm with an explanatory paragraph emphasizing a going concern qualification. Release of this information is required

by Section 610(b) of the NYSE American Company Guide and does not reflect any change or amendment to any of the Company’s filings

for the fiscal year ended April 30, 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, and successfully deploy its technologies and services in support of those task orders, 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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Aug. 19, 2026

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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- Details

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- Details

Name:

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