{"url_path":"/sec/optt/8-k/2026-09-11/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 ****Material Modification to Rights of Security","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1378140/0001493152-26-042282-index.html","accession_number":"0001493152-26-042282","cik":"0001378140","ticker":"OPTT","issuer_name":"Ocean Power Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1378140/0001493152-26-042282-index.html","primary_entity_key":"0001378140","primary_entity_name":"Ocean Power Technologies, Inc."},"word_count":862,"has_tables":true,"body_markdown":"**Item\n3.03****Material Modification to Rights of Security\nHolders.**\n\n** **\n\nAs\ndescribed below under Item 5.07, at a special meeting of the stockholders of Ocean Power Technologies, Inc. (the “Company”)\nheld on September 10, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation\nto effect a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”), and authorized the\nBoard of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-5 and 1-for-50.\n\n \n\nImmediately\nfollowing the meeting, the Board met, considered and determined to set the reverse stock split ratio at 1-for-30 (the “Reverse\nStock Split”). The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time on September 11, 2026 (the “Effective\nTime”), pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate\nof Incorporation filed with the Secretary of State of the State of Delaware on September 11, 2026.\n\n \n\nA\ncopy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified\nin its entirety by reference to the full text of the Certificate of Amendment.\n\n \n\nIn\nconnection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 674870605. The Common Stock will begin\ntrading on the NYSE American on a split-adjusted basis on September 14, 2026.\n\n \n\nAs\na result of the Reverse Stock Split, every 30 shares of the Company’s issued and outstanding Common Stock will be converted into\none (1) share of Common Stock, reducing the number of issued and outstanding shares of the Company’s common stock from approximately\n270.1 million to approximately 9.1 million. There was no change in the par value of the Common Stock and the total number of authorized\nshares of Common Stock was also unchanged.\n\n \n\nNo\nfractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional\nshares because they hold a number of pre-reverse stock split shares of the Common Stock not evenly divisible by 30, will have the number\nof post-reverse split shares of the Common Stock to which they are entitled rounded up to the next whole number of shares of the Common\nStock. No stockholders will receive cash in lieu of fractional shares.\n\n \n\nThe\nReverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock of the Company. Pursuant to the\nterms of the Company’s outstanding convertible securities, options and warrants, the number of shares into which such convertible\nsecurities may be converted will be proportionately adjusted to reflect the Reverse Stock Split, and, pursuant to their terms, a proportionate\nadjustment will be made to the per share exercise price and number of shares issuable under of all of the Company’s outstanding\nstock options and warrants to purchase shares of common stock, and the number of shares reserved for issuance pursuant to the Company’s\nequity compensation plans will be reduced proportionately.\n\n \n\nIn\naddition, pursuant to the terms of that certain Amended and Restated Section 382 Tax Benefits Preservation Plan, dated as of June 29,\n2026 (the “Plan”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company,\nas rights agent (the “Rights Agent”), the Reverse Stock Split resulted in an automatic, mechanical, and proportional adjustment\npursuant to Section 11(o) of the Plan to the purchase price of the preferred stock purchase rights (the “Rights”) associated\nwith each outstanding share of Common Stock.\n\n \n\n \n\n \n\n \n\nEffective\nas of the Effective Time, the initial purchase price of $2.25 per one one-thousandth of a share of Series A Participating Preferred Stock,\npar value $0.001 per share (the “Preferred Stock”), was multiplied by the Reverse Stock Split ratio factor of 1-for-30, resulting\nin an adjusted purchase price of $67.50 per one one-thousandth of a share of Preferred Stock, subject to further adjustment as provided\nin the Plan.\n\n \n\nPursuant\nto Section 11(o) of the Plan:\n\n \n\n●(i)\nthe fraction of a share of Preferred Stock purchasable upon exercise of each Right remains\nunchanged at one one-thousandth of a share of Preferred Stock per Right; and\n\n●(ii)\nthe number of Rights associated with each outstanding share of Common Stock remains unchanged\nat one (1) Right per share.\n\n \n\nOn\nSeptember 10, 2026, in accordance with Section 12 of the Plan, the Company delivered to the Rights Agent the required notice setting\nforth the adjustments to the Purchase Price and the statement of facts and computations accounting for such adjustment. No formal text\namendment to the Plan or its underlying exhibits was executed or required in connection therewith.\n\n \n\nThe\nReverse Stock Split did not cause any stockholder or any affiliate or associate thereof to become an “Acquiring Person” under\nthe Plan. Nor did the Reverse Stock Split cause the occurrence of a “Distribution Time,” “Stock Acquisition Date,”\nor other “Triggering Event” under the Plan.\n\n \n\nFor\nmore information regarding the amendment and the reverse split, please see the Company’s proxy statement filed on August 3, 2026.\n\n \n\nThe\nCompany issued a press release on September 10, 2026 announcing the reverse split, a copy of which is filed herewith as Exhibit 99.1."}