UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |
¨ |
Filed by a Party other than the Registrant |
x |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
OCEAN POWER TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
PARAGON TECHNOLOGIES, INC.
HESHAM M. GAD
SHAWN M. HARPEN
JACK H. JACOBS
SAMUEL S. WEISER
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On February 8, 2024, Paragon Technologies, Inc. issued a press release
relating to Ocean Power Technologies, Inc., a copy of which is set forth below:
Ocean Power Technologies Board Postpones
Annual Meeting for a Second Time After Failing Yet Again to Obtain Enough Shareholder Votes - Paragon Asks Shareholders to Make Your Voice
Heard by Disregarding OPT’s White Proxy Card
EASTON, PA / ACCESSWIRE / February 8, 2024
/ Paragon Technologies, Inc. (“Paragon”), a diversified holding company, owning approximately 4.8% of the outstanding
shares of Ocean Power Technologies, Inc. (NYSE American:OPTT), (“Company”) (“OPT”), today issues the following
statement to OPT shareholders:
Yesterday, OPT again postponed
its annual meeting due to OPT’s inability to obtain a quorum. Embarrassed and desperate, the Board now has delayed the annual meeting
for three weeks until February 28, 2024. Paragon is investigating whether OPT’s adjournment is in violation of SEC rules.
Paragon Chairman and CEO Sham Gad states,
“OPT’s continued failure to obtain a quorum for its “2023” annual meeting confirms the glaring disapproval from
shareholders related to OPT’s atrocious financial results and self-serving board actions and reflects how out of touch OPT’s
Board is from its shareholders - the rightful owners of the business.”
Mr. Gad continues “OPT shareholders
are simply sick and tired of seeing shareholder value decline every single day, nearly 90% since the appointment of Philip Stratmann as
CEO and a newly ‘refreshed’ Board was assembled.”
“For years, individual shareholders
have been ignored by this Board as they continued to reward themselves with bonuses, free shares of stock, and salary increases while
shareholders watched the value of their investment in OPT evaporate,” states Gad.
To demonstrate the arrogance of this Board
and their disregard for their shareholders, OPT tells shareholders “as time is short, shareholders are urged to protect their investment…by
voting for all of OPT’s directors.”
So far, OPT’s directors have protected
your investment by allowing it to decline by nearly 90%.
Paragon urges OPT shareholders to continue
showing the OPT directors and executives that you are sick and tired of their self-serving ways and ignore any and all messages
from OPT asking you to vote the white proxy card. Do not let this Board get away with another year of destroying shareholder value.
We believe that the OPT Board has expended
millions of dollars of the Company’s resources entrenching themselves and making misleading statements about Paragon to desperately
achieve a quorum.
And over the next three weeks, we believe
OPT will continue to expend a significant amount of the Company’s resources in a desperate attempt to further entrench themselves
by telling shareholders misleading statements about the validity of Paragon’s campaign.
We urge shareholders to DISREGARD THE WHITE
PROXY from OPT and send a strong message that OPT’s disastrous financial and share price performance under this current board and
CEO can no longer be accepted.
The definition of insanity is doing the same
thing over and over and expecting a different result.
Any vote for this current Board, given their
track record of destroying shareholder value, is the classic definition of insanity.
If you have voted in ANY WAY on the
white proxy, you should revote the BLUE proxy to save your investment from a likely complete total loss.
If you have NOT YET VOTED, we urge to
ignore any and all calls or emails from OPT and completely disregard the white proxy.
Please email us at ir@pgntgroup.com with
any questions about how to vote your BLUE proxy card.
We appreciate the support from shareholders
thus far. If shareholders have any questions, please contact our Proxy Solicitor, Alliance Advisors at:
Alliance Advisors
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Toll-Free Phone: 855-200-8651
Email: OPTT@allianceadvisors.com
No matter how many shares you hold, we
would like to hear from you. Please email us at ir@pgntgroup.com if you need any help in voting your BLUE proxy.
By voting on Paragon’s BLUE universal
proxy card, you can send a message to OPT that you do not support their actions in relation to the Annual Meeting and attempting to block
the recognition of Paragon’s nominees.
OPT has said that it will disregard proxy
votes in favor of Paragon’s director nominees. Whether OPT may lawfully disregard Paragon’s director nominees is an issue
that Paragon expects will be resolved by the Delaware courts.
Stockholders should review the section of
Paragon’s proxy statement titled “Questions And Answers Relating To This Proxy Solicitation--Why is OPT saying it will disregard
Paragon’s director nominations, and how does that impact proxies that stockholders provide to Paragon?”
###
Paragon Technologies, Inc., together with
the other participants named herein, has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and an accompanying proxy card soliciting votes for the election of director nominees at the 2023 annual meeting of shareholders
of Ocean Power Technologies, Inc., a Delaware corporation (the “company”).
Paragon Technologies, Inc. is the beneficial
owner of 2,639,853 shares of common stock of the company, par value $0.001 per share (“common stock”).
Paragon Technologies, Inc., and Paragon’s
director nominees Hesham M. Gad, Shawn M. Harpen, Jack H. Jacobs, and Samuel S. Weiser, are the participants in the proxy solicitation.
Mr. Gad, Executive Chairman of Paragon’s Board of Directors and Chief Executive Officer of Paragon, and Messrs. Jacobs and Weiser,
directors of Paragon, may be deemed to beneficially own the shares of the company’s common stock held by Paragon. Ms. Harpen does
not own beneficially or of record any securities of the company. Updated information regarding the participants and their direct and indirect
interests in the solicitation, by security holdings or otherwise, has been and will be included in Paragon’s proxy statement and
other materials filed with the SEC.
SHAREHOLDERS OF THE COMPANY SHOULD READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION RELATING TO THE COMPANY’S
ANNUAL MEETING, PARAGON’S SOLICITATION OF PROXIES AND PARAGON’S NOMINEES TO THE BOARD. SUCH PROXY MATERIALS ARE AVAILABLE
AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM PARAGON TECHNOLOGIES, INC. REQUESTS FOR COPIES SHOULD BE DIRECTED
TO PARAGON’S PROXY SOLICITOR.
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