Current Report Filing (8-k)
April 27 2017 - 9:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or
15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported):
April 26, 2017
Ocean Power Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-33417
(Commission
File Number)
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22-2535818
(I.R.S. Employer
Identification No.)
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1590 Reed Road
Pennington,
New Jersey
(Address
of principal executive office
s)
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08534
(Zip Code)
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(609) 730-0400
(Registrant’s telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On April 26, 2017,
Ocean Power Technologies, Inc. (the “Company”) entered into an Underwriting Agreement with Aegis Capital Corp., on
behalf of the several underwriters (collectively, the “Underwriters”), for the public offering (the “Offering”)
of 5,385,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), and an additional
807,750 shares of Common Stock to cover any over-allotments, at a price to the public of $1.30 per share.
The Company expects
to realize gross proceeds from the Offering of approximately $7,000,000, before deducting underwriting discounts and commissions
and other offering expenses.
The offer and sale
of the Common Stock is registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to
the Company’s registration statement on Form S-1 (Registration No. 333-217209) that was declared effective by the Securities
and Exchange Commission (the “SEC”) on April 26, 2017, and is being made pursuant to a prospectus dated April 26, 2017,
which is being filed with the SEC pursuant to Rule 424(b) of the Securities Act (the “Prospectus”). The Offering is
expected to close on or about May 2, 2017, subject to satisfaction of customary closing conditions.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, and indemnification
obligations, including for liabilities under the Securities Act. Please see the “Underwriting” section of the Prospectus
for an additional description of the Underwriting Agreement's material terms.
The foregoing description
of the Underwriting Agreement is not complete and is qualified by reference to the complete document, which is filed as Exhibit
1.1 to this Form 8-K, and is incorporated herein by reference.
On April 27, 2017,
the Company issued a press release announcing that it had priced the Offering of 5,385,000 shares of Common Stock, and an additional
807,750 shares of Common Stock to cover any over-allotments, at a price to the public of $1.30 per share. All of the shares to
be sold in this offering will be sold by the Company. The offering is expected to close on or about May 2, 2017, subject to satisfaction
of customary closing conditions. The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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1.1*
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Underwriting Agreement dated April 26, 2017, between Ocean Power Technologies, Inc. and Aegis Capital
Corp., as representative of the several underwriters.
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5.1*
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Opinion of Porter Hedges LLP with respect to the legality of the securities, including consent.
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23.2*
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Consent of Porter Hedges LLP (included in Exhibit 5.1).
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99.1*
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Press Release dated April 27, 2017.
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* Filed herewith.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 27, 2017
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OCEAN POWER TECHNOLOGIES, INC.
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/s/ George H. Kirby
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George H. Kirby
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Chief Executive Officer
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