Current Report Filing (8-k)
October 27 2020 - 9:22AM
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): October 26, 2020
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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28
Engelhard Drive, Suite B
Monroe
Township, New Jersey
(Address
of principal executive offices)
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08831
(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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[ ]
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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 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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.[ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
October 26, 2020, Ocean Power Technologies, Inc. (“OPT” or the “Company”) entered into an agreement (the
“ACET Agreement”) with Adams Communication & Engineering Technology, Inc. (“ACET”) to, among other
things, conduct a feasibility study for the evaluation of a PB3 PowerBuoy® power and 5G communications solution in support
of the U.S. Navy’s Naval Postgraduate School’s Sea, Land, Air, Military Research Initiative (“SLAMR”),
which conducts interdisciplinary research in unmanned and robotic systems. OPT and ACET will review, validate, and determine the
cost and configuration of integrating OPT solutions as the basis of an autonomous offshore 5G communications system. The study
will detail preliminary operational, deployment, and maintenance plans, and regulatory approval requirements to support the SLAMR
initiative’s focus on unmanned and robotic systems.
The
duration of the study is through February 9, 2021. The fixed price for the study is $52,500. ACET is not obligated to pay any
amounts in excess of this without a written agreement between the parties. The contract is terminable at will by ACET but they
remain obligated to cover costs of the Company unless they terminate for cause.
The
ACET Agreement includes a number of other standard contract terms and conditions, including without limitation, provisions relating
to conduct, warranties, indemnities and limit of liabilities, and risk of loss and insurance. In addition, both parties are subject
to a one year non-solicitation of employees covenant during the term of the ACET agreement and for one year thereafter.
The
foregoing description of the ACET Agreement is qualified in its entirety by reference to the text of the ACET
Agreement, a copy of which the Company is filed herewith as Exhibit 10.1.
The
Company issued a press release on October 27, 2020 announcing the entry into the ACET Agreement, a copy of which is filed herewith
as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
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 thereunto duly authorized.
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Ocean
Power Technologies, Inc.
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Dated:
October 27, 2020
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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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