{"url_path":"/sec/optt/8-k/2026-06-29/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1378140/0001493152-26-030434-index.html","accession_number":"0001493152-26-030434","cik":"0001378140","ticker":"OPTT","issuer_name":"Ocean Power Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1378140/0001493152-26-030434-index.html","primary_entity_key":"0001378140","primary_entity_name":"Ocean Power Technologies, Inc."},"word_count":3647,"has_tables":true,"body_markdown":"**Item\n3.03. Material Modification to Rights of Security Holders.**\n\n \n\nOn\nJune 29, 2026, Ocean Power Technologies, Inc., a Delaware corporation (“OPT” or the “Company”),\nentered into an Amended and Restated Section 382 Tax Benefits Preservation Plan (the “Amended and Restated Tax Benefits Preservation\nPlan”), which amended and restated the Company’s Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2023\n(the “Original Plan”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust\ncompany, as rights agent. The Amended and Restated Tax Benefits Preservation Plan was unanimously approved and adopted by the Company’s\nBoard of Directors (the “Board”). The Amended and Restated Tax Benefits Preservation Plan extends the final expiration\ntime of the Original Plan from the close of business on June 29, 2026 to the close of business on June 29, 2029. The Amended and Restated\nTax Benefits Preservation Plan also reflects various updates to reflect changes since the adoption of the Original Plan.\n\n \n\nThe\nCompany has generated, and expects to continue to generate, net operating losses (“NOLs”) and certain other tax attributes\n(collectively, the “Tax Benefits”) that have the potential to reduce its future federal income tax obligations to\nthe extent that the Company generates taxable income in the future. As it did with the Original Plan, the Board adopted the Amended and\nRestated Tax Benefits Preservation Plan to continue to diminish the risk that the Company’s ability to utilize its Tax Benefits\nto reduce potential future federal income tax obligations may become substantially limited if the Company experiences an “ownership\nchange,” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated\nthereunder (“Section 382”). Under Section 382, an “ownership change” occurs if a stockholder or a group\nof stockholders that is deemed to own at least 5% of the Common Stock increases their ownership (individually, or collectively with other\nsuch “5-percent stockholders”) by more than 50 percentage points over the lowest percentage of the Common Stock owned by\nsuch stockholders at any time during a rolling three-year period. While the Amended and Restated Tax Benefits Preservation Plan cannot\nultimately prevent an ownership change, it is intended to reduce the likelihood of such an event by deterring any person or group from\nacquiring beneficial ownership of 4.99% or more of the Company’s outstanding Common Stock, par value $0.001 per share (the “Common\nStock”), without the approval of the Board. As more fully discussed below, a person who acquires, without the approval of the\nBoard, beneficial ownership (other than pursuant to a stock split, reverse stock split, stock dividend, reclassification, or similar\ntransaction effected by the Company, or certain inadvertent actions by stockholders) of 4.99% or more of the outstanding Common Stock\n(including any ownership interest held by that person’s Affiliates and Associates (as defined under the Amended and Restated Tax\nBenefits Preservation Plan)) could be subject to significant dilution.\n\n \n\nThe\nfollowing is a summary description of the material terms and conditions of the Amended and Restated Tax Benefits Preservation Plan and\nthe preferred share purchase rights governed thereby (the “Rights”). This summary is intended to provide a general\ndescription only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Amended\nand Restated Tax Benefits Preservation Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated\nherein by reference. Copies of the Original Plan can be obtained by accessing the Company’s Annual Report on Form 10-K for the\nfiscal year ended April 30, 2025 where it is filed as Exhibit 4.4 thereto. All capitalized terms used but not defined herein shall have\nthe meanings ascribed to such terms in the Amended and Restated Tax Benefits Preservation Plan.\n\n \n\n*The\nRights*. Pursuant to the Original Plan, on June 29, 2023, the Board authorized the issuance of one Right per each outstanding share\nof the Common Stock distributable to the Company’s stockholders of record as of the close of business on July 11, 2023 (the “Record\nDate”). One Right will also be issued together with each share of the Common Stock issued after the Record Date, but before\nthe Distribution Time (as defined below) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after\nthe Distribution Time.\n\n \n\nSubject\nto the terms, provisions, and conditions of the Amended and Restated Tax Benefits Preservation Plan, if the Rights become exercisable,\neach Right would initially represent the right to purchase from the Company one one-thousandth of a share (a “Unit”)\nof the Company’s Series A Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”),\nfor a purchase price of $2.25 per Unit, subject to adjustment (the “Purchase Price”). In the Original Plan,\nthe Purchase Price was $4 per Unit. Prior to exercise, a Right does not give its holder any rights as a stockholder of the Company, including,\nwithout limitation, any dividend, voting, or liquidation rights.\n\n \n\n2\n\n \n\n \n\n*Preferred\nStock Provisions.*Subject to adjustment in certain instances, each Unit of Series A Preferred Stock, if issued, (i) would give the\nholder approximately the same dividend, voting, and liquidation rights as does one share of Common Stock, and should approximate the\nvalue of one share of Common Stock, (ii) would not be redeemable, (iii) would entitle holders to dividends equal to the dividends, if\nany, paid on one share of Common Stock, (iv) would entitle holders upon liquidation either to receive $1.00 or an amount equal to the\npayment made on one share of Common Stock, whichever is greater, (v) except as otherwise provided by the Company’s Certificate\nof Incorporation or its Amended and Restated Bylaws, and except as required by law, would vote together with the shares of Common Stocks\nas one class on all matters submitted to a vote of the Company’s stockholders and would have the same voting power as one share\nof the Common Stock, and (vi) would entitle holders to a per share payment equal to the payment made on one share of the Common Stock,\nif shares of Common Stock are exchanged via merger, consolidation, or a similar transaction. The terms of the Series A Participating\nPreferred Stock are set forth in an Amended and Restated Series A Certificate of Designations that is being filed by the Company with\nthe Secretary of State of the State of Delaware (the “Amended and Restated Series A Certificate of Designations”).\nA copy of the Amended and Restated Series A Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and\nis incorporated herein by reference.\n\n \n\n*Acquiring\nPerson*. Under the Amended and Restated Tax Benefits Preservation Plan, an “Acquiring Person” is any person, other than\ncertain exempted persons and holders of 4.99% or more of the outstanding Common Stock immediately prior to the first public announcement\nby the Company of the adoption of the Original Plan, who or which, together with all Affiliates and Associates of such person, is or\nbecomes the beneficial owner of 4.99% or more of the shares of Common Stock outstanding, subject to various exceptions and provided that\nno person shall become an “Acquiring Person” as a result of repurchases of stock, dividends, or distributions by the Company,\nor certain inadvertent actions by stockholders.\n\n \n\n*Beneficial\nOwnership*. Subject to the specific definition of “beneficial ownership” included in the Amended and Restated Tax Benefits\nPreservation Plan and the various exceptions to such definition that are provided therein, beneficial ownership generally includes any\nof the Company’s securities which such person would otherwise be deemed to actually or constructively own for purposes of Section\n382. Accordingly, a person will be treated as the beneficial owner of 4.99% or more shares of the Common Stock if, in the determination\nof the Board, that person (individually, or together with other persons) would be treated as a “5-percent stockholder” for\npurposes of Section 382 (substituting “4.99” for “5” each time “five” or “5” is used\nin or for purposes of Section 382). In addition, the Amended and Restated Tax Benefits Preservation Plan provides that, notwithstanding\nanything to the contrary contained therein, no person shall be deemed the beneficial owner of, or to beneficially own, any securities\nof the Company for purposes of the Amended and Restated Tax Benefits Preservation Plan if (i) such securities would not be deemed constructively\nor otherwise owned by, or otherwise aggregated with shares owned by, such person, and (ii) such securities would not be deemed constructively\nor otherwise owned by a single “entity,” in each case, for purposes of Section 382.\n\n \n\n*Existing\nHolders.*The Amended and Restated Tax Benefits Preservation Plan also provides that any person who beneficially owned 4.99% or more\nof the Common Stock immediately prior to the first public announcement by the Company of the adoption of the Original Plan (each an “Existing\nHolder”), shall not be deemed to be an “Acquiring Person” for purposes of the Amended and Restated Tax Benefits\nPreservation Plan. However, a person ceases to be an Existing Holder if and when (i) such person, together with all Affiliates and Associates\nof such person, becomes the Beneficial Owner of less than 4.99% of the shares of Common Stock then outstanding, or (ii) such Person,\ntogether with all Affiliates and Associates of such person, becomes the beneficial owner of additional Common Stock after the first public\nannouncement by the Company of the adoption of the Original Plan (other than pursuant to a dividend or distribution paid or made by the\nCompany on the outstanding Common Stock, pursuant to a split, reclassification, or subdivision of the outstanding Common Stock or pursuant\nto the acquisition of beneficial ownership of Common Stock upon the vesting or exercise of any options, warrants or other rights, or\nupon the initial grant or vesting of restricted stock, granted or issued by the Company to its directors, officers, and employees, pursuant\nto a compensation or benefits plan or arrangement adopted by the Board). To the best knowledge of the Company, there are no holders of\nthe Common Stock that, as of the date hereof, qualify as Existing Holders.\n\n \n\n3\n\n \n\n \n\n*Exempt\nPersons and Transactions.*The Amended and Restated Tax Benefits Preservation Plan permits the Board to determine, in its sole and\nabsolute discretion, that a person be exempted from the Amended and Restated Tax Benefits Preservation Plan (an “Exempt Person”)\nand be permitted to become the beneficial owner of up to a number of shares of Common Stock, or a percentage of the shares of Common\nStock outstanding, as such amount or percentage, as the case may be, is determined by the Board in its sole and absolute discretion (such\namount or percentage, the “Exempted Amount”), and that such person should be exempted from being an Acquiring Person,\nso long as such determination is made prior to such time as such Person becomes an Acquiring Person, unless and until such person acquires\nbeneficial ownership of shares of Common Stock of the Company in excess of the Exempted Amount (other than pursuant to a stock split,\nreverse stock split, stock dividend, reclassification, or similar transaction effected by the Company) in which case such person shall\nbecome an Acquiring Person. The Board may make such exemption subject to such terms and conditions, if any, which the Board may determine\nin its sole and absolute discretion. Any person will cease to be an Exempt Person if the Board, in its sole and absolute discretion,\nmakes a determination that such person’s beneficial ownership would, notwithstanding any prior determination to the contrary, jeopardize\nor endanger the value or availability to the Company of the Tax Benefits or be contrary to the best interests of the Company. Any person,\ntogether with all Affiliates and Associates of such person, who proposes to acquire 4.99% or more of the outstanding Common Stock may\nalso apply to the Board in advance for an exemption in accordance with and pursuant to the terms of the Amended and Restated Tax Benefits\nPreservation Plan.\n\n \n\n*Initial\nExercisability*. Initially, the Rights are not exercisable, certificates will not be sent to stockholders, and the Rights will automatically\ntrade with the Common Stock. Subject to the terms, provisions, and conditions of the Amended and Restated Tax Benefits Preservation Plan,\nthe Rights do not become exercisable until the close of business on the earlier to occur of:\n\n \n\n \n●\nthe tenth (10th)\ncalendar day (or if such tenth (10th) calendar occurs before the Record Date, then the close of business on the Record Date)\nafter the earliest of the date of (i) the public announcement by the Company or an Acquiring Person indicating that an Acquiring Person\nhas become an Acquiring Person (which, for purposes of this definition, shall include, without limitation, the filing of a report or\nan amendment thereto with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), or pursuant to a comparable successor statute), (ii) the public disclosure\nof facts by the Company or an Acquiring Person that reveals the existence of an Acquiring Person or indicating that an Acquiring Person\nhas become an Acquiring Person, and (iii) the Board becoming aware of the existence of an Acquiring Person (the “Stock Acquisition\nDate”); *provided that*, if such Person is determined by the Board, in its sole and absolute discretion, not to be or\nhave become an Acquiring Person, then no Stock Acquisition Date shall be deemed to have occurred; and\n\n \n \n \n\n \n●\nthe tenth (10th)\ncalendar day (or if such tenth (10th) calendar occurs before the Record Date, then the close of business on the Record Date)\nafter the date of the commencement (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act)\nby any Person (other than certain exempted persons) of, or first public announcement of the intent of any Person (other than certain\nexempted persons) to commence, a tender or exchange offer, upon the successful consummation of which any person (other than certain\nexempted persons) would become an Acquiring Person.\n\n \n\nThe\nearlier of these times is referred to as the “Distribution Time.” Until the Distribution Time (or the earlier redemption,\nexchange, termination, or expiration of the Rights), Common Stock certificates or the ownership statements issued with respect to uncertificated\nshares of Common Stock will also evidence the associated Rights. Until the Distribution Time (or the earlier redemption or expiration\nof the Rights), the surrender for transfer of any shares of Common Stock will also constitute the transfer of the associated Rights.\nAfter the Distribution Time, separate rights certificates will be issued and the Rights may be transferred other than in connection with\nthe transfer of the underlying shares of Common Stock unless and until the Board has determined to effect an exchange pursuant to the\nAmended and Restated Tax Benefits Preservation Plan (as described below).\n\n \n\n4\n\n \n\n \n\n*Effect\nof a Triggering Event.*In the event that a person becomes an Acquiring Person and a Distribution Time occurs, then, from and after\nthe time that the Rights are no longer redeemable by the Company, each holder of a Right, other than Rights that are or, under certain\ncircumstances, were beneficially owned by the Acquiring Person or any of its Affiliates or Associates (which will thereupon become void\nand nontransferable), will thereafter have the right to receive upon exercise of a Right and payment of the Purchase Price, and subject\nto the terms, provisions, and conditions of the Amended and Restated Tax Benefits Preservation Plan, a number of shares of the Common\nStock having a market value (as determined immediately prior to such triggering event whether or not such Right was then exercisable)\nequal to two times the Purchase Price. After such an event, to the extent that insufficient shares of Common Stock are available for\nthe exercise in full of the Rights, holders of Rights will receive upon exercise a number of shares of Common Stock to the extent available\nand then Units or other securities of the Company, other assets, cash, or any combination of the foregoing, in proportions determined\nby the Company, such that the aggregate value received is equal to two times the Purchase Price.\n\n \n\n*Expiration*.\nThe Rights and the Amended and Restated Tax Benefits Preservation Plan will expire upon the earlier to occur of (i) the close of business\non June 29, 2029 (the “Final Expiration Time”), (ii) the time at which all of the Rights are redeemed, (iii) the time\nat which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 (but excluding the repeal or withdrawal of any\nTreasury Regulations thereunder), or any other change, if the Board determines, in its sole and absolute discretion, that the Amended\nand Restated Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of Tax Benefits, (v) the close of\nbusiness on the date set by the Board following a determination by the Board, in its sole and absolute discretion, that the Amended and\nRestated Tax Benefits Preservation Plan is no longer necessary or desirable to preserve the Tax Benefits, (vi) the close of business\non the first day of a taxable year of the Company to which the Board determines, in its sole and absolute discretion, that no Tax Benefits\nmay be carried forward, and (vii) the close of business on the date set by the Board following a determination by the Board, in its sole\nand absolute discretion, prior to the time any Person becomes an Acquiring Person, that the Amended and Restated Tax Benefits Preservation\nPlan and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of (i), (ii), (iii), (iv),\n(v), (vi), and (vii) being herein referred to as the “Expiration Time”).\n\n \n\n*Exchange*.\nThe Board may, at its option and in its sole discretion, at any time after the Distribution Time and prior to the Expiration Time, cause\nthe Company to exchange all or part of the outstanding Rights (other than those Rights that have become null and void pursuant to the\nterms of the Amended and Restated Tax Benefits Preservation Plan, including those beneficially held by an Acquiring Person or any of\nits Affiliates or Associates) for shares of Common Stock at an exchange rate of one share of Common Stock for each Right (subject to\nadjustment). Notwithstanding the foregoing, the Board shall not be empowered to effect an exchange at any time after any Person (other\nthan any Person deemed an “Exempt Person” pursuant to the Amended and Restated Tax Benefits Preservation Plan), together\nwith its Affiliates and Associates (as defined in the Amended and Restated Tax Benefits Preservation Plan), shall have become the Beneficial\nOwner of 50% or more of the issued and outstanding shares of Common Stock then outstanding. The exchange of the Rights by the Board may\nbe made effective at such time, on such a basis, and subject to such conditions as the Board in its sole and absolute discretion may\nestablish. Immediately upon the action of the Board authorizing the exchange of the Rights, the right to exercise the Rights will terminate,\nand the only right of the holders of Rights will be to receive Common Stock or other consideration issuable in connection with the exchange.\n\n \n\n*Redemption.*\nSubject to the provisions of the Amended and Restated Tax Benefits Preservation Plan, at any time prior to the earlier of (i) the close\nof business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar\nday after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), and (ii) the Final Expiration\nTime, the Board may, at its option and in its sole discretion, cause the Company to redeem the Rights in whole, but not in part, at a\nprice of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), payable in cash, Common\nStock, or other form of consideration, as determined by the Board, in the exercise of its sole and absolute discretion. The redemption\nof the Rights may be made effective at such time, on such a basis, and subject to such conditions as the Board, in its sole and absolute\ndiscretion, may establish.\n\n \n\n5\n\n \n\n \n\n*Anti-Dilution\nProvisions*. The Board may, from time to time, adjust the Purchase Price, the number of Units issuable, the number of outstanding\nRights, and the number of shares of Common Stock or other securities or property issuable upon exercise of the Rights to prevent the\ndilution that may occur as a result of certain events.\n\n \n\n*Amendments*.\nThe Company may, from time to time, in its sole discretion, supplement or amend any provision of the Amended and Restated Tax Benefits\nPreservation Plan in any manner without the approval of any holders of the Rights or shares of Common Stock in order to cure ambiguities,\nto correct or supplement any provision of the Amended and Restated Tax Benefits Preservation Plan that may be defective or inconsistent\nwith any other provisions therein, to make any change to or delete any provision thereof, or to otherwise change or supplement the Amended\nand Restated Tax Benefits Preservation Plan in any manner that the Company may deem necessary or desirable; provided that from and after\nthe close of business on the tenth (10th) calendar day following the Stock Acquisition Date (or, if the tenth (10th)\ncalendar day following the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), the Amended\nand Restated Tax Benefits Preservation Plan may not be amended or supplemented in any manner which would adversely affect the interests\nof the holders of Rights (other than an Acquiring Person and its Affiliates and Associates and the transferees of the foregoing)."}