Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-048802

Filed: 2026-10-28

Period: 2026-10-26

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Changes in Registrant's Certifying Accountant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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 Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 26, 2026

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.)

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 240.14d-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 (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

4.01. Change in Registrant’s Certifying Accountant.

(a)

Dismissal of Previous Independent Registered Public Accounting Firm.

Effective

June 2, 2025, Moss Adams LLP (“Moss Adams”), our independent registered public accounting firm for the fiscal year ended

April 30, 2025, completed its merger with Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the

merger, Moss Adams resigned as the auditors of the Company and the Audit Committee of the Company’s Board of Directors approved

the appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.

On October 26, 2026, our Audit Committee dismissed Baker Tilly as the Company’s independent registered public accounting firm,

effective immediately. The decision by the Audit Committee was made to save on audit fees and costs, among other factors.

Baker

Tilly’s audit reports on the Company’s consolidated financial statements for each of the fiscal years ended April 30, 2026

and 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope

or accounting principles, except that Baker Tilly’s report on the Company’s consolidated financial statements for the year

ended April 30, 2026, contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as

a going concern.

During

the Company’s two fiscal years ended April 30, 2026 and 2025, and during the subsequent interim period through October 26, 2026,

there were (i) no disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure

or auditing scope or procedures, which if not resolved to Baker Tilly’s satisfaction, would have caused Baker Tilly to make reference

to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such years, and

(ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as disclosed in Item 9A of the Company’s

Annual Report for the fiscal year ended April 30, 2026, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended

July 31, 2026, the Company identified material weaknesses in its internal control over financial reporting relating to the following:

● The

Company did not design and maintain effective controls over the identification, evaluation, valuation and accounting for complex and/or

non-routine transactions, including transactions related to revenue recognition and convertible debt agreements. Specifically, the Company

did not design and maintain effective controls to ensure that complex and/or non-routine transactions were appropriately identified,

evaluated, valued and accounted for in accordance with generally accepted accounting principles in the United States.

●

The Company did not design and maintain effective controls over the completeness and accuracy of key data elements and system generated

reports derived from our inventory management system used in financial reporting. Specifically, the Company did not design and maintain

effective controls related to inventory movements to validate inventory aging, and consequently, there were insufficient controls over

the completeness and accuracy of key data elements used in evaluating the appropriateness of the valuation of inventory.

The

Company provided Baker Tilly with a copy of the foregoing disclosures prior to filing and requested that Baker Tilly furnish a letter

addressed to the SEC stating whether or not Baker Tilly agrees with the statements above. Baker Tilly provided its letter dated October

28, 2026 to the SEC, stating that it agreed

copy of Baker Tilly’s letter dated October 28, 2026 is filed as Exhibit 16.1 to this Report.

(b)

Appointment of New Independent Registered Public Accounting Firm.

Effective

October 26, 2026, the Audit Committee of the Board (the “Audit Committee”) appointed Carr, Riggs & Ingram, L.L.C. (“CRI”)

as the Company’s independent registered public accounting firm for the Company’s fiscal year ending April 30, 2027. CRI’s

PCAOB firm ID is 213.

During

the Company’s two most recent fiscal years ended April 30, 2026 and April 30, 2025 and during the subsequent interim period through

October 26, 2026, neither the Company nor anyone acting on its behalf has consulted with CRI, regarding either: (i) the application of

accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s

consolidated financial statements, and neither a written report nor oral advice was provided to the Company that CRI concluded was an

important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii)

any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable

event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item

8.01 Other Events.

October 26, 2026, the Company issued a press release announcing execution of a letter of intent with Stratum Holdings for a proposed

strategic collaboration to demonstrate offshore renewable-powered data center assets. A copy of the press release is filed as Exhibit

99.1 to this Report.

Item

9.01 Financial Statements and Exhibits.

16.1

Letter

from Baker Tilly US, LLP to the Securities and Exchange Commission dated October 28, 2026.

99.1

Press release issued on October 26, 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:

October 28, 2026

OCEAN

POWER TECHNOLOGIES, INC.

/s/

Tracy Pagliara

Tracy

Pagliara

Acting

President and Chief Executive Officer

EX-16.1

Filename: ex16-1.htm · Sequence: 2

Exhibit

16.1

October

28, 2026

U.S.

Securities and Exchange Commission

100

F Street, N.E.

Washington,

DC 20549

Ladies

and Gentlemen:

have read the statements made by Ocean Power Technologies, Inc. included under Item 4.01(a) of its Current Report on Form 8-K dated October

26, 2026, to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm contained therein.

Sincerely,

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Ocean

Power Technologies and Stratum Holdings Sign Letter of Intent for Proposed Strategic Collaboration to Demonstrate Offshore Renewable-Powered

Data Center Assets

Companies

to combine OPT’s PowerBuoy® platforms and patent portfolio with Stratum’s GPU infrastructure to advance edge AI inference

MONROE

TOWNSHIP, N.J. and CELEBRATION, Fla. – October 26, 2026 – Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT”)

and Stratum Holdings Corp. (NASDAQ: SRTM) (“Stratum”) today announced that they have entered into a non-binding letter of

intent (the “LOI”) for a proposed strategic collaboration to demonstrate offshore data center assets powered by renewable

wave, wind, and solar energy.

The

LOI contemplates that OPT and Stratum negotiate definitive agreements pursuant to which OPT would grant Stratum a limited, non-exclusive

license to certain of its PowerBuoy® patents for use in the demonstration program and make available certain prototype PowerBuoy®

assets currently on hand, and Stratum would make available certain GPU assets, including its latest generation NVIDIA B300 GPUs, and

related integration expertise. Stratum would also pay OPT a monthly retainer under the terms of the definitive agreements. The proposed

strategic collaboration would focus on integrating OPT’s PowerBuoy® platforms with Stratum’s high-performance compute

hardware to validate the technical feasibility of hosting edge AI inference and related workloads on systems powered primarily by onboard

renewable generation, without a power umbilical to shore.

OPT

holds more than 60 issued patents worldwide relating to its PowerBuoy® technology, including more than 15 in the U.S., covering buoy

architecture, energy conversion, power take-off, control systems, mooring and anchoring, autonomous charging interfaces, communications,

and related systems. These patents form the foundation of the PowerBuoy® platform, which is designed to deliver persistent, renewable

power and real-time communications in remote marine environments.

Cooling

accounts for a significant portion of power consumption in conventional data centers. OPT and Stratum believe that positioning PowerBuoy®-based

systems in cooler regions of the ocean could reduce this cooling-related power demand, although this has not yet been demonstrated and

will be among the matters tested in the proposed demonstration program.

“This

proposed strategic collaboration aligns with OPT’s mission to deliver persistent renewable power and technology integration for

critical offshore applications,” said Tracy Pagliara, Acting President and Chief Executive Officer of Ocean Power Technologies.

“By combining our patented PowerBuoy® technology with Stratum’s GPU assets, we aim to demonstrate a practical path toward

self-powered edge AI infrastructure that operates independently of shore-based power.”

“Stratum

is focused on expanding high-performance compute capacity in new environments,” said Nicholas H. Adler, Chief Executive Officer

of Stratum Holdings. “Partnering with OPT allows us to explore the potential of renewable-powered offshore platforms combined with

our GPU assets for edge AI inference, where local processing can reduce bandwidth requirements and leverage the natural cooling advantages

of the marine environment.”

The

proposed strategic collaboration’s initial efforts are expected to center on system integration, performance validation, and data

collection from demonstration deployments. Results from the program, if any, may inform potential

future commercial applications in maritime domain awareness, offshore energy monitoring, scientific sensing, and other remote edge-compute

use cases.

Ocean Power Technologies and Stratum Holdings Strategic Collaboration Announcement |

Page 1

About

Ocean Power Technologies

Ocean

Power Technologies, Inc. (NYSE American: OPTT) provides intelligent maritime systems and services for defense and security, offshore

energy, science and research, and offshore wind. Its PowerBuoy® platforms deliver clean, renewable power and real-time data communications

for remote maritime and subsea applications. The company also offers the WAM-V® autonomous surface vehicle and Merrows™ software

for multi-domain awareness. For more information, visit www.oceanpowertechnologies.com.

About

Stratum Holdings

Stratum

Holdings Corp. (NASDAQ: SRTM) is an AI infrastructure company focused on GPU leasing and high-performance compute capacity. The company

is transitioning from legacy real estate operations to provide scalable compute solutions supporting artificial intelligence workloads.

For more information, visit www.stratumholdingscorp.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements

involve risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risk that

the parties do not negotiate or execute definitive agreements on the terms described or at all; the non-binding nature of the LOI and

the ability of either party to terminate discussions; the failure to obtain required board, regulatory, or stockholder approvals; the

potential dilution to Stratum stockholders from any issuance of shares as payment of the retainer; the value and liquidity of potential

Stratum common stock received by OPT, including restrictions on resale pending registration; the parties’ ability to fund and complete

the demonstration program on the anticipated timeline or at all; risks related to the successful integration of technologies, technical

performance of demonstration systems, regulatory approvals, and market adoption; and other factors described in the companies’

filings with the Securities and Exchange Commission, including their most recent Annual Reports on Form 10-K and Quarterly Reports on

Form 10-Q. Neither company undertakes any obligation to update these forward-looking statements, except as required by law.

Media

Contacts

Ocean

Power Technologies

Investors:

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

Media:

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

Stratum

Holdings

Crescendo

Communications, LLC

srtm@crescendo-ir.com

| (212) 671-1020

Ocean Power Technologies and Stratum Holdings Strategic Collaboration Announcement |

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