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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): January 31, 2024
Ocean
Power Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-33417 |
|
22-2535818
|
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
28
Engelhard Drive, Suite B
Monroe Township, New Jersey |
|
08831
|
| (Address
of principal executive offices) |
|
(Zip
Code)
|
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol (s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 Par Value |
|
OPTT |
|
NYSE
American |
| Series
A Preferred Stock Purchase Rights |
|
N/A |
|
NYSE
American |
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. ☐
On
January 31, 2024, the board of directors Ocean Power Technologies, Inc. (the “Company”) approved a new form of restricted
stock unit award agreement for directors and executive officers. The form is filed herewith as Exhibit 10.1.
| 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:
February 2, 2024
| |
OCEAN
POWER TECHNOLOGIES, INC. |
| |
|
| |
/s/
Philipp Stratmann |
| |
Philipp
Stratmann |
| |
President
and Chief Executive Officer |
Exhibit
99.1
OCEAN
POWER TECHNOLOGIES, INC.
Restricted
Stock Unit Agreement and Recipient’s Acceptance Agreement
| Name
of Recipient: |
|
______________________________ |
| |
|
|
| Number
of restricted |
|
|
| stock
units awarded: |
|
______________________________ |
| |
|
|
| Grant
Date: |
|
______________________________ |
Ocean
Power Technologies, Inc. (the “Company”) has selected you to receive the restricted stock unit award described above, which
is subject to the terms and conditions contained in the attached Restricted Stock Unit Agreement.
Please
confirm your acceptance of this Acceptance Agreement and the Restricted Stock Unit Agreement and its terms and conditions by signing
a copy of this Acceptance Agreement where indicated below and forwarding it to: Ocean Power Technologies, Inc., Attention: CFO, 28 Engelhard
Drive, Monroe Township, NJ 08831.
[Signature
page follows]
| |
Ocean
Power Technologies, Inc. |
| |
|
|
| |
By: |
|
| |
|
Signature |
| |
|
|
| |
|
| |
Printed
Name |
| |
|
|
| |
|
| |
Title |
|
| |
|
|
| |
Date:
|
|
| Accepted
and Agreed: |
|
| |
|
| |
|
| Signature
of Recipient |
|
| |
|
| |
|
| Printed
Name of Recipient |
|
OCEAN
POWER TECHNOLOGIES, INC.
Restricted
Stock Unit Agreement
The
terms and conditions of the Award of restricted stock units under the Ocean Power Technologies, Inc. 2015 Omnibus Incentive Plan (the
“Plan”) (the “Restricted Stock Units”) made to the Recipient, as set forth in the Acceptance Agreement dated
__________, 2024, are as follows:
| 1. | Issuance
of Restricted Stock Units. |
The
Restricted Stock Units will be accounted for by the Company in book entry form only, in the name of the Recipient. The Recipient shall
have no rights with respect to the Restricted Stock Units as a Company shareholder until such Restricted Stock Units are vested and Stock
is issued to the Recipient by the Company. The Recipient agrees that the Restricted Stock Units shall be subject to the forfeiture provisions
set forth in Section 3 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement. The grant of Restricted
Stock Units is governed by the Acceptance Agreement, this Restricted Stock Unit Agreement and the Plan, which provide, among other things,
definitions of the capitalized terms and the other terms and conditions respecting the Restricted Stock Units granted to Recipient, and
the Acceptance Agreement and the Plan are hereby incorporated by reference.
Unless
otherwise provided in this Agreement or the Plan, the Restricted Stock Units will vest _____________.
| 3. | Forfeiture
of Unvested Restricted Stock Units upon Employment Termination. |
In
the event that the Recipient ceases to be employed by or provide services to the Company for any reason or no reason, with or without
cause, all of the Restricted Stock Units that are unvested as of the time of such employment termination shall be forfeited immediately
and automatically to the Company, without the payment of any consideration to the Recipient, effective as of such termination of employment
or service relationship. The Recipient shall have no further rights with respect to any Restricted Stock Units that are so forfeited.
If the Recipient is employed by or provides services to a Subsidiary or Affiliate of the Company, any references in this Agreement to
employment or service relationship with the Company shall instead be deemed to refer to employment or service relationship with such
Subsidiary or Affiliate.
| 4. | Restrictions
on Transfer. |
The
Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively,
“transfer”) any Restricted Stock Units, or any interest therein, until such Restricted Stock Units have vested.
Upon
becoming vested as provided herein, the Company shall issue or cause to be issued a number of shares of Stock equal to the number of
Restricted Stock Units granted to Recipient that have become vested on the applicable vesting date as provided herein. Notwithstanding
anything in the preceding sentence to the contrary, and in the discretion of the Committee, the award contemplated by this Restricted
Stock Unit Agreement may be settled in cash rather than through the issuance of shares of Stock.
| 6. | No
Rights as a Shareholder. |
Recipient
shall have no rights as a Company shareholder until the Restricted Stock Units have vested and the Stock has been issued to the Recipient,
including, without limitation, any voting rights or rights to receive dividends and distributions with respect to the Restricted Stock
Units.
The
Recipient acknowledges and agrees that the Restricted Stock Units are subject to all applicable federal, state and local taxes and foreign
taxes and withholding requirements, and the Company has the right to deduct from payments of any kind otherwise due to the Recipient
any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Stock
Units. On the date on which Restricted Stock Units vest, the Company shall deliver written notice to the Recipient of the estimated amount
of withholding taxes due with respect to the vesting of the Restricted Stock Units that vest on such date; provided, however, that the
total tax withholding cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Recipient
may satisfy such tax withholding obligations by making a cash payment to the Company on the date of vesting of the Restricted Stock Units,
in the amount of the Company’s withholding obligation in connection with the vesting of such Restricted Stock Units. The Recipient
may, at the option of the Recipient and if the Committee so approves in advance of the applicable vesting date, satisfy such tax withholding
obligations by transferring to the Company, on each date on which Restricted Stock Units vest under this Agreement, such number of shares
of Stock related to the Restricted Stock Units that vest on such date as have a fair market value (calculated using the last reported
sale price of the common stock of the Company immediately prior to such vesting date) equal to the amount of the Company’s tax
withholding obligation in connection with the vesting of such Restricted Stock Units.
| 8. | Effects
of Changes in Capitalization. |
(a) Changes
in Stock. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or
exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock
dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt
of consideration by the Company occurring after the Grant Date, the number and kinds of shares of stock shall be adjusted
proportionately and accordingly by the Committee. In addition, the number and kind of shares of stock for which Awards are
outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Recipient
therein immediately following such event shall, to the extent practicable, be the same as immediately before such event.
(b) Reorganization
in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control. If the Company shall be the
surviving entity in any reorganization, merger or consolidation of the Company with one or more other entities which does not
constitute a Change in Control, any Award theretofore granted shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Award would have been entitled immediately following such reorganization, merger or
consolidation, with a corresponding proportionate adjustment of shares so that the aggregate value of the award thereafter shall be
the same as the aggregate value immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language
in the Agreement or in another agreement with the Recipient, or otherwise set forth in writing, any restrictions applicable to such
Award shall apply as well to any replacement shares received by the Recipient as a result of such reorganization, merger or
consolidation.
(c) Change
in Control in which Awards are not Assumed. Except as otherwise provided in the applicable Award Agreement or in another
agreement with the Recipient, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding
Restricted Stock Units are not being assumed or continued, the following provision shall apply to such Award, to the extent not
assumed or continued: all outstanding Restricted Stock Units shall be deemed to have vested immediately prior to the occurrence of
such Change in Control, the Committee may elect, in its sole discretion, to cancel any outstanding Restricted Stock Units and pay or
deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by
the Committee acting in good faith).
(d) Change
in Control in which Awards are Assumed. Except as otherwise provided in the applicable Award Agreement or in another agreement
with the Recipient, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Restricted
Stock Units are being assumed or continued, the following provision shall apply to such Award, to the extent assumed or continued:
the Restricted Stock Units shall continue in the manner and under the terms so provided in the event of any Change in Control to the
extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such
Restricted Stock Units or for the substitution for such Restricted Stock Units of new restricted stock relating to the stock of a
successor entity, or a parent or Subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any
consideration that is not common stock). In the event an Award is assumed, continued or substituted upon the consummation of any
Change in Control and the employment of such Recipient with the Company or an Affiliate is terminated without Cause within one year
following the consummation of such Change in Control, such Award shall be fully vested and may be exercised in full, to the extent
applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such
longer period as the Committee shall determine, but only to the extent permitted under Code Section 409A.
(e) Adjustments.
Adjustments under this section related to shares of Stock or other securities of the Company shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share. The Committee may provide in the applicable Award Agreement at the time of grant, in another
agreement with the Recipient, or otherwise in writing at any time thereafter with the consent of the Recipient, for different
provisions to apply to an Award in place of those provided in section. This section shall not limit the Committee’s ability to
provide for alternative treatment of Awards outstanding in the event of a change in control event involving the Company that is not
a Change in Control.
(f) No
Limitations on Company. The making of this Award shall not affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve,
or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets
of any Subsidiary or other Affiliate) or engage in any other transaction or activity.
(a) Authority
of Committee. In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Committee
of the Company’s Board of Directors shall have all authority and discretion. All decisions and actions by the Committee, as
approved by the Board of Directors, with respect to this Agreement shall be made in the Committee’s discretion and shall be
final and binding on the Recipient.
(b) No
Right to Continued Employment. The Recipient acknowledges and agrees that, notwithstanding the fact that the vesting of the
Restricted Stock Units is contingent upon his or her continued employment by, or service to, the Company or any Subsidiary or
Affiliate, this Agreement does not constitute an express or implied promise of continued employment or service or confer upon the
Recipient any rights with respect to continued employment by, or service to, the Company or any Subsidiary or Affiliate.
(c) Governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware
without regard to any applicable conflicts of law’s provisions.
(d) Independent
Legal and Tax Advice. The Recipient has been advised, and the Recipient hereby acknowledges, that he has been advised to obtain
independent legal and tax advice regarding this Agreement, the grant of the Restricted Stock Units, the Plan and the disposition of
such shares, including, without limitation, the impact of Code Section 409A, and none of the Company, its Affiliates, Subsidiaries,
their shareholders, directors, officers, employees nor any of their agents guarantee or are otherwise responsible for any tax
treatment to Recipient or his or her heirs with respect to the Restricted Stock Units, this Agreement or the Plan, including any
excise tax under Code Section 409A.
(e) Code
Section 409A. The Committee shall to the extent applicable interpret and construe this Award to comply with Code Section 409A
and Section 18.10 of the Plan, and to the extent required a Change in Control shall be limited to a Change in Control that complies
with Code Section 409A. The Committee may interpret or amend this Award to comply with Code Section 409A without the
Recipient’s consent even if such amendment would have an adverse effect on this Award. To the extent required under Code
Section 409A, in the case of any Recipient who is specified employee, a distribution on account of a separation from service may not
be made before the date which is six months after the date of the Recipient’s separation from service (or, if earlier, the
date of the Recipient’s death). For purposes of the foregoing and to the extent required by Code Section 409A with respect to
an Award, the terms “separation from service” and “specified employee” all shall be defined in the same
manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in
such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are
applicable to the Award as determined by the Committee. Furthermore, to the extent required under Code Section 409A, none of the
Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent such discretion is
prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without
limitation, any discretion to accelerate or substitute as permitted under the Plan or determine an event is or is not a Change in
Control.
(f) Recipient’s
Acknowledgments. The Recipient acknowledges that he or she has read this Agreement and understands the terms and conditions of
this Agreement, and that a copy of the Plan has been provided to Recipient electronically..
v3.24.0.1
Cover
|
Jan. 31, 2024 |
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8-K
|
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false
|
| Document Period End Date |
Jan. 31, 2024
|
| Entity File Number |
001-33417
|
| Entity Registrant Name |
Ocean
Power Technologies, Inc.
|
| Entity Central Index Key |
0001378140
|
| Entity Tax Identification Number |
22-2535818
|
| Entity Incorporation, State or Country Code |
DE
|
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28
Engelhard Drive
|
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Suite B
|
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Monroe Township
|
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NJ
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08831
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-Section 425
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Ocean Power Technologies (AMEX:OPTT)
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From Mar 2024 to Apr 2024
Ocean Power Technologies (AMEX:OPTT)
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From Apr 2023 to Apr 2024
