Entry into a Material Definitive Agreement. On November 2, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Vanquish Funding Group Inc. (“Vanquish”), pursuant to which the Company issued a 12% promissory note in the aggregate principal amount of $373,750, which includes an original issue discount of $48,750, for an aggregate purchase price of $325,000 (the “Note”), with additional tranches of financing of up to $…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

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 appro…

Other Events . On 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.

Entry into a Material Definitive Agreement. 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 Se…

Mr. Powers: The filing describes a negotiated separation agreement with a transition period, indicating a genuine departure of an executive (likely senior given the specific severance terms) rather than a routine promotion or board election.

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. The transition was not the result of any disagreement between Mr. Powers and the Company, its management or its Board of Directors concerning the Company’s operations, policies, p…

Entry into a Material Definitive Agreement. 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 Se…

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 Vic…

Mr. Powers: The filing describes a negotiated separation agreement with a transition period, indicating a genuine departure of an executive (likely senior given the specific severance terms) rather than a routine promotion or board election.

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Note Exchange Agreements On September 25, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with each of the holders (the “Noteholders”) of its Series C-1 Convertible Notes issued in a registered offering on April 1, 2026 (the “Existing Notes”). Pursuant to the Exchange Agreements, on such date, the Noteholders exchanged their Existing Notes for an equivalent principal amount of Series…

above, Jason Weed was appointed Chief Operating Officer of the Company. Mr. Weed, age 54, is a strategic leader and retired U.S. Navy Captain with over 15 years of executive experience driving innovation and growth across maritime and technology-focused organizations. Prior to joining the Company, he served as Senior Business Developer and Capture Manager for Leidos’ Maritime Systems Division. His 34-year Navy career included multiple senior leadership roles, notably as Commodore of the Navy’…

Chief Operating Officer — Weed: The filing discloses the appointment of an individual as Chief Operating Officer, which is an internal promotion or new senior hire rather than a departure.

above, Dr. Stratmann’s employment letter with the Company dated as of June 18, 2021 was also terminated effective as of such date. In connection with Dr. Stratmann’s departure, effective September 10, 2026, Tracy Pagliara, age 63, the Company’s Senior Vice President, General Counsel and Secretary, was appointed to the positions of the Company’s Acting President and Chief Executive Officer, as well as a director on the Board. He has been with the Company since February 2024. From April 2018 to…

Material Modification to Rights of Security Holders. As described below under Item 5.07, at a special meeting of the stockholders of Ocean Power Technologies, Inc. (the “Company”) held on September 10, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”), and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio o…

Results of Operations and Financial Condition. On 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. In accordance with General Instruction B.2 of Form 8-K, the information set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 14, 2026, Ocean Power Technologies, Inc. (the “Company”) received a notice from NYSE Regulation stating that the Company is not in compliance with the continued listing standards of the NYSE American (the “Exchange”) under the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the “Company Guide”) because the Company failed to file by the extended due…

Entry into a Material Definitive Agreement . On July 27, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into an at the market offering agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $20,000,000 (the “Shares”), to or through Wainwright, as sales agent (the “Sales Agreement”), from time to time, in an “…

Chairman of the Board — Terence J. Cryan: Mr. Cryan retired from the Board of Directors, and Rear Admiral Joseph A. 'Digger' DiGuardo Jr. was appointed as Acting Chairman.

Results of Operations and Financial Condition. On July 23, 2026, the Company issued a press release announcing its financial results for its fiscal fourth quarter and fiscal year ended April 30, 2026. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in

Termination of a Material Definitive Agreement. Effective July 22, 2026, the Company terminated its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. dated August 8, 2025. There were no penalties associated with the termination.

Entry into a Material Definitive Agreement . On July 22, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Columbia Power Technologies, Inc. (the “Seller”) pursuant to which the Company acquired from the Seller certain of its intellectual property assets. Seller is an ocean power company, tapping the ocean to supply cost-effective, dependable, and predictable energy generation systems for its customers. In consi…