Ocean Power Technologies Inc

RISK FACTORS*

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the year ended April 30, 2024 and set forth below in this Quarterly Report on Form 10-Q. These risk factors describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. Except as noted below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K filed with the SEC on July 25, 2024.

We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.

We have incurred net losses since we began operations in 1994, including net losses of $8.4 million during the first six months of fiscal year 2025 and $14.3 million during the same six-month period in fiscal year 2024. As of October 31, 2024, we had an accumulated deficit of $316.9 million.

We do not know whether we will be able to successfully commercialize our products and solutions, or whether we can achieve profitability. There is significant uncertainty about our ability to successfully commercialize our products and solutions in our targeted markets. Even if we do achieve commercialization of our products and solutions and become profitable, we may not be able to achieve or, if achieved, sustain profitability on a quarterly or annual basis.

We encounter seasonality and revenue variability due to the markets and customers we serve which may impact our ability to attain forecasted revenue, earnings and cash flow targets consistently on a quarterly basis

As we continue to grow and scale, we anticipate some quarterly variability in both bookings and revenue recognition going forward. This is a natural outcome of our business model, which involves securing large, complex contracts that may span multiple quarters before revenue is fully recognized. We believe this variability will continue to be offset by our existing “as a Service” solutions that provide recurring revenue, but there may be quarters in our business where this cannot be the case. Our focus remains on long-term execution, delivering on our commitments, and driving sustained value creation. By maintaining this disciplined approach, we believe we will successfully navigate these natural variances as we scale, but there can be no assurance that this will be the case consistently on a quarterly basis. In turn, our ability to attain forecasted revenue, earnings and cash flow targetscould be negatively impacted from time to time.

*Item 2.