Amended Current Report Filing (8-k/a)
May 07 2020 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Act of 1934
Date
of Report (Date of earliest event reported): May 1, 2020
Ocean
Power Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33417
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22-2535818
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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28
Engelhard Drive, Suite B
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Monroe
Township, New Jersey
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08831
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(Address
of principal executive offices)
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(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol (s)
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Name
of each exchange on which registered
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Common
Stock $0.001 par value
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OPTT
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
EXPLANATORY
NOTE
Ocean
Power Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K on May 4, 2020 (the “Original Form
8-K”) to announce that the Company was informed that it would receive approximately $890,000 in support from the U.S. federal
government under the Paycheck Protection Program (the “PPP Loan”) established as part of the Coronavirus Aid, Relief
and Economic Security Act, or the CARES Act through the Small Business Association.
This
Amendment No. 1 on Form 8-K/A is being filed for the purpose of updating the disclosures of the Company regarding the PPP Loan
and the finalization of the documentation relating thereto. This Amendment does not change any other information or any disclosures
contained in the Original Form 8-K.
Item
1.01 Entry into a Material Definitive Agreement.
On
May 6, 2020, the Company received approximately $890,000 from the PPP Loan. The PPP Loan is unsecured and is evidenced by a note
in favor of Santander Bank, N.A. (“Santander”) as the lender (the “Note”), and is governed by a Loan Agreement
with Santander (the “Loan Agreement”).
The
interest rate on the Note is 1.0% per annum. Payments of principal and interest are deferred for 180 days from the date of the
Note. The Paycheck Protection Program provides a mechanism for forgiveness of up to the full amount borrowed as long as the Company
uses the loan proceeds during the eight-week period after the loan origination for eligible purposes, including U.S. payroll costs,
certain benefits costs, rent and utilities costs, and maintains its employment and compensation levels, subject to certain other
requirements and limitations. The amount of loan forgiveness is subject to reduction, among other reasons, if the Company terminates
employees or reduces salaries or wages during the eight-week period. Any unforgiven portion of the PPP Loan is payable over a
two-year term, with payments deferred during the deferral period. The Company is permitted to prepay the Note at any time without
payment of any premium. The Note contains customary events of default, including, among others, those relating to failure to make
a payment, bankruptcy, material defaults on other indebtedness, breaches of representations, and material adverse changes.
The
description above is only a summary of the material provisions of the PPP Loan, the Note and the Loan Agreement and is qualified
in its entirety by reference to copies of the Note and the Loan Agreement, which are filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed in Item 1.01 above is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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:
May 7, 2020
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OCEAN
POWER TECHNOLOGIES, INC.
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/s/
George H. Kirby III
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George
H. Kirby III
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President
and Chief Executive Officer
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Ocean Power Technologies (NASDAQ:OPTT)
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