United States securities and exchange commission logo




                                                                                
                               December 6, 2023

       Hesham M. Gad
       Chief Executive Officer
       Paragon Technologies, Inc.
       101 Larry Holmes Drive, Suite 500
       Easton, PA 18042

                                                        Re: Paragon 
Technologies, Inc.
                                                            Ocean Power 
Technologies, Inc.
                                                            PREC14A filed by 
Paragon Technologies, Inc. et al.
                                                            Filed November 28, 
2023
                                                            File No. 001-33417

       Dear Hesham M. Gad:

              We have reviewed your filing and have the following comments. In 
some of our
       comments, we may ask you to provide us with information so we may better 
understand your
       disclosure.

               Please respond to these comments by providing the requested 
information or advise us as
       soon as possible when you will respond. If you do not believe our 
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your 
response to these comments, we may have additional comments.

       PREC14A filed November 28, 2023

       General

   1.                                                   Please update the 
filing to include disclosure about the recent Delaware Court of Chancery
                                                        ruling. Please disclose 
prominently the impact of such ruling on Paragon's director
                                                        nominations and the 
fact that OPT has stated in its own proxy statement that "any director
                                                        nominations attempted 
by Paragon at the 2023 Annual Meeting will be disregarded, and
                                                        no proxies or votes in 
favor of its purported nominees will be recognized or tabulated at
                                                        the 2023 Annual 
Meeting." Shareholders should be able to understand from the disclosure
                                                        the risk of their votes 
not being counted.
       Questions and Answers Relating to This Proxy Solicitation, page 3

   2.                                                   Please revise the 
disclosure at the top of page 4 that states that OPT will be using a
                                                        universal proxy card.
 Hesham M. Gad
Paragon Technologies, Inc.
December 6, 2023
Page 2
3.       Under the question titled, "Why is Paragon nominating only four 
director candidates when
         there are six members of OPT   s board of directors?," please add 
context to the existing
         disclosure by disclosing the fact that Paragon initially nominated a 
fifth director candidate,
         who subsequently withdrew from the process.
Background to the Solicitation, page 18

4.       We note the following disclosure on page 18: "Paragon requested that 
the OPT board
         appoint Paragon's three directors to the OPT board." Please revise to 
clarify, if true, that
         the request involved the replacement of three existing directors, as 
opposed to the
         expansion of the OPT board from six directors to nine.
5.       We note the disclosure on page 19 related to Paragon's filing of a 
Schedule 13D. Please
         revise to explain that such filing was voluntary, as Paragon's 
beneficial ownership of OPT
         common stock did not exceed 5%. Please also revise to clarify that the 
stockholder letter
         was filed as an exhibit to the Schedule 13D.
6.       Please revise the seventh paragraph on page 20 to clarify that 
Paragon's second request for
         an exemption to the poison pill was "again" subject to the 19.9% 
ownership condition, so
         as not to imply here that such condition was introduced for the first 
time.
7.       We note the disclosure referring to OPT's demand of "a $3,500 payment 
to provide the
         lists, even though there is little to no cost to obtain the lists." We 
understand that the
         $3,500 figure was an estimate of total expenses OPT would incur 
pursuant to the Section
         220 request, and that such estimate was provided to OPT by its proxy 
solicitation firm. As
         such, please revise the cited disclosure, or advise.
8.       We note the disclosure on page 21 that refers to OPT, by way of a 
September 14th letter,
         "narrowing" its claims of purported deficiencies in Paragon's 
nomination notice. Please
         provide support for the characterization of the list of deficiencies 
as having been
         narrowed, or revise.
        We remind you that the filing persons are responsible for the accuracy 
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of 
action by the staff.

         Please direct any questions to David Plattner at 202-551-8094.



FirstName LastNameHesham M. Gad                                 Sincerely,
Comapany NameParagon Technologies, Inc.
                                                                Division of 
Corporation Finance
December 6, 2023 Page 2                                         Office of 
Mergers and Acquisitions
FirstName LastName