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)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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.