NYSE: OPTT Ocean Power Technologies, Inc. 8-K

Ocean Power Technologies raises $10M via convertible notes at $0.40/share, creating 25M share dilution risk

Filed April 1, 2026 · Period ending April 1, 2026 · ~1 min read

Key Changes

high

Company issued $10M in convertible notes to institutional investors, convertible at $0.40/share—potentially adding 25 million shares and significantly diluting existing holders if converted.

Item 1.01: Securities Purchase Agreement verify on EDGAR →
high

Notes mature in 18 months (October 2027) at 13% premium to face value, requiring repayment if not converted, plus quarterly cash amortization payments starting immediately.

Item 1.01: Note Terms verify on EDGAR →
medium

Interest rate jumps from 4.5% to 13% upon any default event, and notes rank senior to existing unsecured debt, limiting future financing flexibility.

Item 1.01: Interest and Seniority verify on EDGAR →
medium

Quarterly cash payments required to amortize principal over 18-month period, creating recurring liquidity demands every three months through maturity.

Item 1.01: Amortization Schedule verify on EDGAR →

Summary

Ocean Power Technologies raised $10 million through convertible notes that can turn into 25 million shares at $0.40 each—a substantial dilution threat for current shareholders. The company must make quarterly cash payments starting now and faces an balloon payment in October 2027 if investors don't convert.

This financing structure suggests the company needed capital but had to offer investor-friendly terms including senior debt status and a relatively low conversion price. Retail holders should watch whether the stock trades above $0.40, which would make conversion attractive to noteholders and trigger dilution.

More importantly, monitor quarterly cash flow statements to see if the company can handle the amortization payments without burning through reserves. If Ocean Power misses payments or triggers default provisions, the interest rate triples to 13%, accelerating financial stress. The 18-month maturity clock is now ticking—watch for signs the company can either refinance this debt or generate enough cash to repay it without another dilutive capital raise.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~500 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added

Added Convertible debt issuance high

Added in current filing · verify on EDGAR →

On April 1, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Investors”) under which the Company agreed to issue and sell convertible notes for an aggregate principal amount of $10,000,000 (the “Notes”) that will be convertible into shares of the Company’s common stock, par value of $0.001 per share (the “Common Stock”).

The company raised $10 million by issuing convertible notes to institutional investors. These notes can be converted into common stock at the holders' option, which means potential dilution for existing shareholders when conversion occurs.

Added Interest rate and maturity high

Added in current filing · verify on EDGAR →

The Notes bear interest at an interest rate of 4.5% per annum except that upon the occurrence and during the continuance of an event of default, interest will accrue on the Notes at an interest rate of 13% per annum. Unless earlier converted, the Notes will mature on the eighteen-month anniversary of their issuance dates at a premium to 13% to the face value of the Notes.

The notes carry 4.5% annual interest (jumping to 13% if the company defaults) and mature in 18 months at a 13% premium to face value. This means if not converted, the company must repay $10,000,000 in October 2027, creating a significant near-term obligation.

Added Quarterly amortization medium

Added in current filing · verify on EDGAR →

Starting on the closing date, the Notes amortize quarterly. We will make quarterly payments on the first trading day of each three-month anniversary commencing on the closing date through the maturity date, payable in cash.

The company must make quarterly cash payments to reduce the note principal over the 18-month period. This creates recurring cash outflow obligations every three months, which could strain liquidity if the company's cash generation is weak.

Added Debt seniority medium

Added in current filing · verify on EDGAR →

The Notes will rank senior to the right to payment of the holders of our unsecured debt, subject to certain exceptions.

These new notes have priority over existing unsecured debt in repayment. This protects the new investors but subordinates existing unsecured creditors, potentially affecting the company's ability to raise additional unsecured financing on favorable terms.

Event · Item 2.03 — Creation of a Direct Financial Obligation

~51 words

Ocean Power Technologies created a direct financial obligation, details incorporated by reference from Item 1.01.

1 Added

Added Direct financial obligation high

Added in current filing · verify on EDGAR →

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.

The company disclosed the creation of a direct financial obligation or off-balance sheet arrangement. The specific terms and details are referenced in Item 1.01 of this same 8-K filing, which was not provided in the excerpt. This typically indicates new debt, credit facility, loan agreement, or similar financing arrangement.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Ocean Power Technologies issued Series C-1 Convertible Notes to investors under a Securities Purchase Agreement dated April 1, 2026.

2 Added

Added Securities Purchase Agreement and Convertible Note Issuance high

Added in current filing · verify on EDGAR →

Securities Purchase Agreement dated April 1, 2026 between Ocean Power Technologies, Inc. and the investors party thereto.

Ocean Power Technologies entered into a Securities Purchase Agreement with investors on April 1, 2026, under which the company issued Series C-1 Convertible Notes. Convertible notes are debt instruments that can be converted into equity, typically used to raise capital while deferring valuation negotiations or providing investors with downside protection through debt seniority and upside through conversion rights. The specific terms, amounts, conversion prices, and maturity dates would be detailed in the attached exhibits.

Added Legal Opinion on Securities Issuance medium

Added in current filing · verify on EDGAR →

Opinion of Porter Hedges LLP.

The company obtained a legal opinion from Porter Hedges LLP regarding the securities issuance. This is standard practice for registered offerings to confirm the validity and proper authorization of the securities being issued. The presence of this opinion suggests the transaction may involve a registered offering or shelf takedown rather than a purely private placement.