Current Report Filing (8-k)
September 18 2020 - 4:02PM
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): September 18, 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
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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28 Engelhard Drive, Suite B
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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
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Item
4.01. Change in Registrant’s Certifying Accountant.
(a)
Dismissal of Previous Independent Registered Public Accounting Firm.
On
September 16, 2020, the Audit Committee (the “Audit Committee”) of the Board of Directors of Ocean Power Technologies,
Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public
accounting firm, effective immediately. The decision by the Audit Committee was made on the basis of reducing ongoing costs
related to the Company’s annual auditor services.
During the Company’s
two most recent fiscal years ended April 30, 2020 and April 30, 2019 and during the subsequent interim period through September
16, 2020, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter of the disagreements
in its reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events”
as defined in Item 304(a)(1)(v) of Regulation S-K.
KPMG’s
audit reports on the Company’s consolidated financial statements for each of the two most recent fiscal years ended April
30, 2020 and April 30, 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that
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(i)
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KPMG’s
report on the consolidated financial statements of the Company as of and for the year ended April 30, 2020, contained separate
paragraphs stating that “As discussed in Note 2(n) to the consolidated financial statements, the Company has changed
its method of accounting for leases as of May 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02,
Leases (Topic 842), and the related amendments” and “The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1(b) to the consolidated financial
statements, the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described
in Note 1(b). The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty”; and
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(ii)
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KPMG’s
report on the consolidated financial statements of the Company as of and for the year ended April 30, 2019, contained separate
paragraphs stating that “The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1(b) to the consolidated financial statements, as of April 30, 2019
the Company has cash and cash equivalents of $16.7 million, and the Company has suffered recurring losses from operations
and has an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1(b). The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty” and “As discussed in Note 1(o) to the consolidated
financial statements, effective May 1, 2018, the Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts
with Customers, and several related amendments, issued by the Financial Accounting Standards Board (FASB). This change was
adopted using the modified retrospective method.”
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The
Company provided KPMG with a copy of the disclosures in this Current Report on Form 8-K (this “Report”) prior to filing
this Report with the Securities and Exchange Commission (the “SEC”). The Company has requested that KPMG furnish a
letter addressed to the SEC stating whether or not KPMG agrees with the statements above. A copy of KPMG’s letter dated
September 18, 2020 is filed as Exhibit 16.1 to this Report.
(b)
Appointment of New Independent Registered Public Accounting Firm.
The
Audit Committee, effective as of September 18, 2020, appointed EisnerAmper LLP (“EisnerAmper”) as the Company’s
independent registered public accounting firm for the Company’s fiscal year ended April 30, 2021. During the Company’s
two most recent fiscal years ended April 30, 2020 and April 30, 2019 and during the subsequent interim period through September
18, 2020, neither the Company nor anyone acting on its behalf has consulted with EisnerAmper, regarding either: (i) the
application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might
be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided
to the Company that EisnerAmper concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined
in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation
S-K).
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:
September 18, 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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