SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| OCEAN
POWER TECHNOLOGIES, INC. |
|
(Name of Issuer)
|
| Common Stock, $0.001 par value per share |
|
(Title of Class of Securities)
|
| 674870506 |
|
(CUSIP Number)
|
|
Hesham M. Gad
c/o Paragon Technologies, Inc.
101 Larry Holmes Drive, Suite 500
Easton, Pennsylvania 18042
(610) 252-3205 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| |
| November 30, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes)
| CUSIP Number 674870506 |
SCHEDULE 13D |
Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
Paragon Technologies, Inc. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
|
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
3,008,922 |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
3,008,922 |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,008,922 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
|
| CUSIP Number 674870506 |
SCHEDULE 13D |
Page
3 of 6 Pages |
This Amendment No. 6 to Statement
of Beneficial Ownership on Schedule 13D (this “Amendment No. 6”) amends the Statement of Beneficial Ownership on Schedule
13D initially filed by Paragon Technologies, Inc. (the “Reporting Person”) on July 7, 2023 (as amended, the “Schedule
13D” or this “Statement”). Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set
forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 6, the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other
Consideration.
The total cost for purchasing
the Common Stock reported as owned by the Reporting Person was approximately $1,418,960. The source of funds was the Reporting Person’s
working capital.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to
add the following:
On October 9, 2023, the Reporting
Person filed litigation in the Delaware Court of Chancery against the Company and each of its directors relating to the Company’s
acting in bad faith with respect to the Reporting Person’s nomination notice provided in connection with the 2023 annual meeting
and failure to approve the Reporting Person’s request for an exemption pursuant to the terms of the Company’s NOL poison pill
adopted on June 29, 2023, subject to a condition that the Reporting Person not exceed ownership of 19.9% of the Company’s outstanding
shares of common stock. The litigation asserts claims for breach of fiduciary duty against each of the directors and requests declaratory
and injunctive relief enjoining the defendants from taking action to preclude the Reporting Person’s director candidates from standing
for election at the 2023 annual meeting of shareholders and providing that the NOL poison pill exemption is granted.
The Court held a hearing on
November 28, 2023 to consider the Reporting Person’s request for an injunction. On November 30, 2023, the Court issued its ruling
and did not grant the Reporting Person’s requested relief on the basis that factual issues remain that would need to resolved at
a trial.
The Reporting Person intends
to move forward with its election contest at the Company’s 2023 annual meeting of shareholders (scheduled by the Company to be held
on January 31, 2024) and intends to nominate its four director candidates at the annual meeting.
On July 27, 2023, the Reporting
Person had filed a complaint in the Delaware Court of Chancery to enforce its rights, pursuant to Section 220 of the Delaware General
Corporation Law, to inspect the books and records of the Company. On October 20, 2023, the Delaware Court of Chancery ruled in favor of
the Reporting Person, finding in a Final Report of the Magistrate that the Reporting Person set forth a credible basis to suspect wrongdoing
by the directors and officers of the Company and ordered the Company to provide the Reporting Person with certain books and records for
an investigation. On October 25, 2023, the Company filed a notice of exceptions to the Final Report. The Reporting Person intends to contest
the Company’s notice of exceptions.
The Reporting Person believes
that the Company is in need of immediate and urgent change to prevent the Company from becoming insolvent in 2024. The Reporting Person’s
immediate goal would be to develop a plan to bring the Company to cash flow break even and stem the Company’s ongoing losses and
prevent a permanent loss of stockholder value.
As disclosed in a press release issued by the Reporting Person and
filed with the Securities and Exchange Commission on August 11, 2023, if the Reporting Person’s nominees are elected to the Company’s
board of directors, the Reporting Person intends to take immediate steps to:
| · | significantly reduce the expenses of the Company; |
| · | develop a measurable plan that will bring the Company to cash flow break even; |
| · | implement a disciplined and focused capital allocation strategy; and |
| · | focus on the potential growth of the Company’s intelligence data and leverage the possible market
opportunities of Marine Advanced Robotics. |
| CUSIP Number 674870506 |
SCHEDULE 13D |
Page
4 of 6 Pages |
The Reporting Person believes that its director nominees would bring
a sense of urgency and commitment to the Company’s board. The Reporting Person and its nominees have had, and currently have, no
other plans or proposals for the Company that are required to be reported in this Statement pursuant to applicable law. Any other plans
or proposals that the Reporting Person’s nominees might in the future bring to the Company’s board would be reviewed and considered
at that time in accordance with the exercise of the fiduciary duties of the board of directors under applicable law and after appropriate
review, consideration and deliberation by the full board of directors.
Item 5. Interest in Securities of the Issuer.
(a) The
Reporting Person beneficially holds in the aggregate 3,008,922 shares of Common Stock, which represents approximately 4.9% of the Company’s
outstanding shares of Common Stock. The Reporting Person holds 100 of these shares directly as a record holder. The Reporting Person directly
holds the shares of Common Stock disclosed as beneficially owned by it in this Statement.
Mr. Gad, Executive Chairman
of the Board of Directors and Chief Executive Officer and Secretary of the Reporting Person, and Messrs. Jacobs and Weiser, directors
of the Reporting Person, may be deemed to beneficially own the shares of common stock of the Company held by the Reporting Person.
The percentage ownership of
shares of Common Stock set forth in this Statement is based on the 60,829,914 shares of Common
Stock reported by the Company as outstanding as of November 24, 2023 in the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on November 29, 2023.
(c) Transactions
effected by the Reporting Person in the Common Stock since the filing of Amendment No. 5 to the Schedule 13D on November 15, 2023 are
set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.
| CUSIP Number 674870506 |
SCHEDULE 13D |
Page 5 of 6 Pages |
SIGNATURE
After reasonable inquiry and
to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Statement
is true, complete and correct.
Dated: December 4, 2023
| PARAGON TECHNOLOGIES, INC. |
|
| |
|
| /s/ Hesham M. Gad |
|
| Name: Hesham M. Gad |
|
| Title: Executive Chairman and Chief Executive Officer |
|
| CUSIP Number 674870506 |
SCHEDULE 13D |
Page
6 of 6 Pages |
Schedule A
Transactions in the Common Stock by Paragon
Technologies, Inc.
| Transaction Date | |
Number of Shares
Bought (Sold) | | |
Price per Share | |
| 11/16/2023 | |
| 2,201 | | |
$ | 0.293 | |
| 11/17/2023 | |
| 18,909 | | |
$ | 0.3028 | |
| 11/17/2023 | |
| 9,876 | | |
$ | 0.3028 | |
| 11/17/2023 | |
| 7,654 | | |
$ | 0.3028 | |
| 11/17/2023 | |
| 6,543 | | |
$ | 0.3028 | |
| 11/17/2023 | |
| 5,120 | | |
$ | 0.3056 | |
| 11/17/2023 | |
| 7,865 | | |
$ | 0.3057 | |
| 11/17/2023 | |
| 468 | | |
$ | 0.2999 | |
| 11/17/2023 | |
| 2,195 | | |
$ | 0.3049 | |
| 11/17/2023 | |
| 800 | | |
$ | 0.305 | |
| 11/17/2023 | |
| 6,231 | | |
$ | 0.3049 | |
| 11/17/2023 | |
| 4,800 | | |
$ | 0.3049 | |
| 11/17/2023 | |
| 3,292 | | |
$ | 0.304 | |
| 11/17/2023 | |
| 1,708 | | |
$ | 0.3049 | |
| 11/20/2023 | |
| 11,056 | | |
$ | 0.30 | |
| 11/20/2023 | |
| 700 | | |
$ | 0.2999 | |
| 11/20/2023 | |
| 1,300 | | |
$ | 0.3015 | |
| 11/20/2023 | |
| 9,483 | | |
$ | 0.2998 | |
| 11/20/2023 | |
| 3,401 | | |
$ | 0.2999 | |
| 11/20/2023 | |
| 2,274 | | |
$ | 0.2998 | |
| 11/20/2023 | |
| 2,400 | | |
$ | 0.295 | |
| 11/20/2023 | |
| 4,800 | | |
$ | 0.2952 | |
| 11/21/2023 | |
| 100 | | |
$ | 0.2999 | |
| 11/21/2023 | |
| 5,538 | | |
$ | 0.30 | |
| 11/21/2023 | |
| 5,800 | | |
$ | 0.299 | |
| 11/22/2023 | |
| 66,632 | | |
$ | 0.3023 | |
| 11/22/2023 | |
| 55,443 | | |
$ | 0.301 | |
| 11/22/2023 | |
| 26,857 | | |
$ | 0.301 | |
| 11/22/2023 | |
| 6,668 | | |
$ | 0.3045 | |
| 11/22/2023 | |
| 5,439 | | |
$ | 0.30 | |
| 11/22/2023 | |
| 3,315 | | |
$ | 0.2999 | |
| 11/22/2023 | |
| 3,230 | | |
$ | 0.3011 | |
| 11/24/2023 | |
| 67,543 | | |
$ | 0.30 | |
| 11/24/2023 | |
| 55,432 | | |
$ | 0.30 | |
| 11/24/2023 | |
| 59,876 | | |
$ | 0.30 | |
| 11/27/2023 | |
| 40,000 | | |
$ | 0.30 | |
| 11/27/2023 | |
| 40,487 | | |
$ | 0.30 | |
| 11/27/2023 | |
| 2,650 | | |
$ | 0.30 | |
| 11/27/2023 | |
| 7,200 | | |
$ | 0.30 | |
| 11/27/2023 | |
| 900 | | |
$ | 0.30 | |
| 11/29/2023 | |
| 51,649 | | |
$ | 0.294 | |
| 11/29/2023 | |
| 50,000 | | |
$ | 0.294 | |
| 12/1/2023 | |
| (11,250) | | |
$ | 0.3849 | |
| 12/1/2023 | |
| (3,900) | | |
$ | 0.3832 | |
| 12/1/2023 | |
| (357) | | |
$ | 0.3831 | |
| 12/1/2023 | |
| (400) | | |
$ | 0.3762 | |
| 12/1/2023 | |
| (100) | | |
$ | 0.3783 | |
| 12/1/2023 | |
| (206) | | |
$ | 0.3782 | |
| 12/1/2023 | |
| (4,294) | | |
$ | 0.376 | |
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