Ocean Power Technologies, Inc. 8-K

What Happened

• Ocean Power Technologies, Inc. (OPTT) announced on June 29, 2026 that its Board unanimously adopted an Amended and Restated Section 382 Tax Benefits Preservation Plan with Computershare Trust Company, N.A. as Rights Agent. The amendment extends the plan’s final expiration from June 29, 2026 to June 29, 2029 and updates terms of the existing shareholder rights plan originally adopted June 29, 2023.

Key Details

• The Plan issues one transferable Right per outstanding share (record date: July 11, 2023) and Rights also attach to shares issued before the Distribution Time.
• Each Right, if exercised after a triggering event, initially permits purchase of one one‑thousandth of a share (a “Unit”) of Series A Participating Preferred Stock for $2.25 per Unit (Purchase Price), subject to adjustment (Purchase Price was $4.00 in the Original Plan).
• An “Acquiring Person” is generally anyone who, together with Affiliates/Associates, becomes beneficial owner of 4.99% or more of outstanding common stock (subject to defined exceptions and Board discretion).
• If Rights become exercisable after an Acquiring Person is identified, each non‑void Right entitles its holder to receive shares (or other consideration) with an aggregate market value equal to two times the Purchase Price — a dilution mechanism intended to deter large, unapproved accumulations.
• The Company filed an Amended and Restated Series A Certificate of Designations (Exhibit 3.1) and attached the amended Plan and a press release to the 8‑K.

Why It Matters

• The plan is designed to reduce the risk of an “ownership change” under Section 382 of the Internal Revenue Code that could substantially limit OPTT’s ability to use net operating losses and other tax attributes to offset future taxable income.
• For investors, the key practical effects are (1) potential dilution for any person who acquires 4.99% or more without Board approval, and (2) a formal deterrent that could discourage hostile accumulation of shares. The plan does not prevent an ownership change but increases the cost/risk of unapproved large purchases.
• The amendment preserves these protections through June 29, 2029, giving the Company additional time to protect its tax attributes while it expects to continue generating net operating losses.