Current Report Filing (8-k)
February 02 2021 - 9:16AM
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): February 1, 2021
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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[ ]
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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
February 1, 2021, Ocean Power Technologies, Inc. (“OPT” or the “Company”) entered into a unit purchase
agreement (the “Agreement”) with Jose H. Vazquez, Bart D. Grasso and Frank D.M. Strachan IV (the “Sellers”)
pursuant to which the Company acquired from the Sellers all of the outstanding equity interest of 3dent Technology, LLC (“3dent”).
3dent is a Houston, Texas based company that offers offshore engineering and design services that are complementary to
OPT’s technology and products. In consideration for the purchase, the Company issued 331,961 shares of its common stock
to the Sellers with an agreed value of $800,000. The Agreement includes a number of other standard representations, warranties, covenants
and indemnification.
The
foregoing description of the Agreement is qualified in its entirety by reference to the text of the Agreement, a copy of which
the Company is filed herewith as Exhibit 10.1.
The
Company issued a press release on February 2, 2021 announcing the entry into the 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:
February 2, 2021
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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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