Ocean Power Technologies Inc美股招股说明书(2025-10-07版)

Pursuant to this prospectus supplement and the accompanying prospectus, Ocean Power Technologies, Inc. (the “Company,”“we,” “us,” or “our”) is offering an additional $6,500,000 aggregate principal amount of our Series B-2 senior convertible notes due2027, or the Notes. We are also offering by this prospectus supplement shares of our common stock issuable from time to time uponconversion or otherwise under the Notes (including shares that may be issued in payment of interest). The Notes are being soldpursuant to a securities purchase agreement, or the Securities Purchase Agreement, among us and the investors in the Notes, dated asof May 15, 2025, as amended, pursuant to which we may issue such Notes. We previously issued to the investors in May 2025$10,000,000 of Series B-1 senior convertible notes due 2027. The Notes will not bear interest except that upon the occurrence and during the continuance of an event of default, interestwill accrue on the Notes at an interest rate of 13% per annum. Unless earlier converted or redeemed, the Notes will mature on thetwenty-four month anniversary of the issuance date at a premium of 13% to the face value of the Notes (the “Redemption Value”). Atany time after the issuance date, the Notes are convertible, in whole or in part, and subject to certain beneficial ownership limitations,at the option of the holders, into shares of our common stock at a conversion price equal to $0.72 (the “Fixed Conversion Price”). TheFixed Conversion Price is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalizationor similar events. Starting on the closing date, the Notes amortize in installments and we will make monthly payments on the firsttrading day of each monthly anniversary commencing on the closing date through the maturity date, payable in cash or shares ofcommon stock. Upon the satisfaction of certain conditions, we may prepay outstanding Notes upon not less than 20 trading days’written notice by paying an amount equal to the portion of the Notes being redeemed at a 12.5% premium. The Notes will rank seniorto the right to payment of the holders of our unsecured debt, except as described herein. The Notes are being sold pursuant to a securities purchase agreement, or the Securities Purchase Agreement, among us andthe investors in the Notes, dated as of May 15, 2025, pursuant to which we may issue such Notes. Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, we may, inour sole discretion, elect to consummate additional closings of up to an additional $8,500,000 in aggregate principal amount of a newseries of Series B senior convertible notes at additional closings, or the Additional Notes, pursuant to the Securities PurchaseAgreement. However, we are not registering pursuant to this prospectus supplement the issuance of any such Additional Notes (orshares of common stock issuable upon conversion or otherwise of such Additional Notes) that may be issued, from time to time, atsuch additional closings under the Securities Purchase Agreement. No public market currently exists for the Notes, and we do not intend to apply to list the Notes on any securities exchange orfor quotation on any inter-dealer quotation system. Our common stock is listed on the NYSE American under the symbol “OPTT.” Thelast reported sale price of our common stock on the NYSE American on October 6, 2025 was $0.67 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” in this prospectus supplement and in ourreports filed with the Securities and Exchange Commission which are incorporated by reference therein for a discussion ofinformation that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthesesecurities or determined if the prospectus,as supplemented by this supplement,is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is October 7, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTiiPROSPECTUS SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-5USE OF PROCEEDSS-8DIVIDEND POLICYS-8DESCRIPTION OF SECURITIESS-9PLAN OF DISTRIBUTIONS-18LEGAL MATTERSS-19EXPERTSS-19CERTAIN DOCUMENTS INCORPORATED BY REFERENCES-19WHERE YOU CAN FIND MORE INFORMATIONS-20CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-20 ABOUT THIS PROSPECTUSiiOCEAN POWER TECHNOLOGIES, INC.1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE4RISK FACTORS5USE OF PROCEEDS6DILUTION6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF CAPITAL STOCK24DESCRIPTION OF DEPOSITARY SHARES28DESCRIPTION OF WARRANTS30DESCRIPTION OF SUBSCRIPTION RIGHTS32DESCRIPTION OF PURCHASE CONTRACTS33DESCRIPTION OF UNITS34FORMS OF SECURITIES35PLAN O