Ocean Power Technologies, Inc.

Previous wording

There have been no material changes to the Company’s business description from that disclosed in our Annual Report on Form 10-K for the year ended April 30, 2025, filed with the SEC on July 24, 2025, except as noted below.

Current wording

There have been no material changes to the Company’s business description from that disclosed in our Annual Report on Form 10-K for the year ended April 30, 2025, filed with the SEC on July 24, 2025, and our Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, filed with the SEC on September 15, 2025, except as noted below.

Previous wording

During the three months ended July 31, 2025, the Company incurred a net loss of approximately $7.4 million and used cash in operations of approximately $5.6 million. The Company’s future results of operations involve significant risks and uncertainties. Factors that could affect the Company’s future operating results and could cause actual results to vary materially from expectations include, but are not limited to, performance of its products, its ability to market and commercialize its products and new products that it may develop, access to capital, technology development, scalability of technology and production, ability to attract and retain key personnel, concentration of customers and suppliers, pending or threatened litigation and deployment risks and integration of acquisitions.

Current wording

During the six months ended October 31, 2025, the Company incurred a net loss of approximately $18.2 million and used cash in operations of approximately $13.1 million. The Company’s future results of operations involve significant risks and uncertainties. Factors that could affect the Company’s future operating results and could cause actual results to vary materially from expectations include, but are not limited to, performance of its products, its ability to market and commercialize its products and new products that it may develop, access to capital, technology development, scalability of technology and production, ability to attract and retain key personnel, concentration of customers and suppliers, pending or threatened litigation and deployment risks and integration of acquisitions.

Previous wording

The Company believes cash on hand and forecasted operating results will provide sufficient liquidity to meet its obligation for at least the next 12 months. In the event operating results are not sufficient the Company will need to seek additional financing. There can be no assurance that the Company will be able to raise additional capital on favorable terms, or at all, if needed.

Current wording

The Company believes cash on hand and forecasted operating results will provide sufficient liquidity to meet its obligation for at least the next 12 months. Convertible debt is expected to be repaid through the issuance of common stock. Subsequent to quarter end and through the date of this filing approximately $0.5 million of the convertible debt has been repaid, entirely through the issuance of common shares. In the event operating results are not sufficient the Company will need to seek additional financing. There can be no assurance that the Company will be able to raise additional capital on favorable terms, or at all, if needed.

Previous wording

On August 8, 2025, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. under which we may offer and sell, from time to time, shares of our common stock having an aggregate gross sales price of up to $40.0 million. As of the date of this filing, approximately $1.1 million has been raised under the Sales Agreement. We intend to use any net proceeds for general corporate purposes, including sales and marketing, product development, working capital, capital expenditures, repayment or refinancing of indebtedness, repurchases or redemptions of securities, and potential acquisitions.

Current wording

On August 8, 2025, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. under which we may offer and sell, from time to time, shares of our common stock having an aggregate gross sales price of up to $40.0 million. We intend to use any net proceeds for general corporate purposes, including sales and marketing, product development, working capital, capital expenditures, repayment or refinancing of indebtedness, repurchases or redemptions of securities, and potential acquisitions.

Previous wording

In May 2025, we issued $10.0 million aggregate principal amount of convertible notes with a 24-month maturity, receiving net proceeds of $9.7 million. The notes are convertible into shares of our common stock under specified terms, and conversion could result in dilution to existing shareholders.

Current wording

In May 2025, we issued $10.0 million aggregate principal amount of convertible notes with a 24-month maturity, receiving net proceeds of $9.7 million. The notes are convertible into shares of our common stock under specified terms, and conversion could result in dilution to existing shareholders. On October 7, 2025, the Company issued and sold to the investors $6.5 million of additional notes. There are $8.5 million of additional notes available under the purchase agreement with the investors.

Previous wording

As of July 31, 2025, backlog was $15.0 million, compared to $5.3 million at July 31, 2024. Backlog represents unfulfilled purchase orders and agreements with commercial and governmental customers. The Company expects to convert all current backlog within the next 12 to 36 months. The amount and timing of backlog conversion to revenue is subject to change.

Current wording

As of October 31, 2025, backlog was $15.0 million, compared to $3.8 million at October 31, 2024. Backlog represents unfulfilled purchase orders and agreements with commercial and governmental customers. The Company expects to convert all current backlog within the next 12 to 36 months. The amount and timing of backlog conversion to revenue is subject to change.

Previous wording

In the interim period ended July 31, 2025, the following FASB issued Accounting Standards Updates (ASUs) that may be relevant to the Company’s operations and financial reporting. We are currently evaluating the potential impact of these ASUs and adopting them when applicable based on their effective dates.

Current wording

In recent periods, the FASB issued certain Accounting Standards Updates (ASUs) that may be relevant to the Company’s operations and financial reporting. We are currently evaluating the potential impact of these ASUs and adopting them when applicable based on their effective dates.

Previous wording

Our cost of revenue consists primarily of subcontracts, incurred material, labor and manufacturing overhead expenses, such as engineering expense, equipment depreciation, maintenance, and facility related expenses, and includes the cost of equipment to customize the PowerBuoy®, WAM-V® and our other products supplied by third-party suppliers. Cost of revenue also includes PowerBuoy® and other product system delivery and deployment expenses and may include losses recorded at the time a loss is forecasted to be incurred on a contract.

Current wording

Our cost of revenue consists primarily of subcontracts, incurred materials, labor and manufacturing overhead expenses, such as engineering expenses, equipment depreciation, maintenance, and facility related expenses, and includes the cost of equipment to customize the PowerBuoy®, WAM-V® and our other products supplied by third-party suppliers. Cost of revenue also includes PowerBuoy® and other product system delivery and deployment expenses and may include losses recorded at the time a loss is forecasted to be incurred on a contract.

Previous wording

Interest (expense)/income for the three months ended July 31, 2025 and 2024 was $(310,000) and $3,000, respectively, with the decrease primarily related to interest expenses associated with the May 2025 convertible notes.

Current wording

Interest (expense)/income for the three months ended October 31, 2025 and 2024 was $(564,000) and $3,000, respectively, with the decrease primarily related to interest expenses associated with the May and October 2025 convertible notes.

Previous wording

Revenues for the three months ended July 31, 2025 and 2024 were approximately $1.2 million and $1.3 million, respectively. The year-over-year decrease primarily related to the timing of deliveries on current year projects versus the prior year contracts of WAM-Vs.

Current wording

Revenues for the six months ended October 31, 2025 and 2024 were approximately $1.6 million and $3.7 million, respectively. The year-over-year decrease is primarily related to the timing of deliveries on current year projects versus the prior year contracts of WAM-Vs.

Previous wording

Operating expenses for the three months ended July 31, 2025 and 2024 were $7.1 million and $4.9 million, respectively. The increase of approximately $2.2 million was primarily the result of the significant increases in stock based compensation during FY26.

Current wording

Operating expenses for the six months ended October 31, 2025 and 2024 were $15.8 million and $9.6 million, respectively. The increase of approximately $6.2 million was primarily the result of the significant increases in share-based compensation of $4.6 million and increases in employee-related expenses of $1.1 million compared to prior year.

Previous wording

Our cash requirements relate primarily to working capital needed to operate and grow our business including funding operating expenses. We have experienced and continue to experience negative cash flows from operations and net losses. The Company incurred net losses of $7.4 million and $4.5 million for the three months ended July 31, 2025 and 2024, respectively. Refer to “Liquidity Outlook” below for additional information.

Current wording

Our cash requirements relate primarily to working capital needed to operate and grow our business including funding operating expenses. We have experienced and continue to experience negative cash flows from operations and net losses. The Company incurred net losses of $18.2 million and $8.4 million for the six months ended October 31, 2025 and 2024, respectively. Refer to “Liquidity Outlook” below for additional information.

Previous wording

During the three months ended July 31, 2025, net cash flows used in operating activities was $5.6 million, a reduction of cash used in operating activities of $0.5 million compared to net cash used in operating activities during the three months ended July 31, 2024 of $6.1 million. This primarily reflects an increase in non-cash expenses such as share-based compensation and an increase accounts payable, offset partially by increases in account receivable and inventory balances.

Current wording

During the six months ended October 31, 2025, net cash flows used in operating activities was $13.1 million, an increase of cash used in operating activities of $2.2 million compared to net cash used in operating activities during the six months ended October 31, 2024 of $10.9 million. This primarily reflects an increase in net loss, partially offset an increase in accounts payable.

Previous wording

Net cash used in investing activities during the three months ended July 31, 2025 was $1.5 million, compared to $0.4 million during the three months ended July 31, 2024, a change of $1.1 million. The net cash used in investing activities during the three months ended July 31, 2025 was due to the purchase of property, plant and equipment.

Current wording

Net cash used in investing activities during the six months ended October 31, 2025 was $1.7 million, compared to $0.1 million during the six months ended October 31, 2024, a change of $1.6 million. The net cash used in investing activities during the six months ended October 31, 2025 was due to the purchase of property, plant and equipment.

Previous wording

Net cash provided by financing activities during the three months ended July 31, 2025 and July 31, 2024 was $10.2 million and $6.5 million, respectively. The current quarter activity was driven by the proceeds raised related to the issuance of the May 2025 convertible notes and the prior year quarter was related primarily to the issuance of common stock under the Company’s At the Market Offering Program discussed above under “Liquidity”.

Current wording

Net cash provided by financing activities during the six months ended October 31, 2025 and October 31, 2024 was $19.8 million and $10.0 million, respectively. The current year activity was driven by the proceeds raised related to the issuance of the May and October 2025 convertible notes of $16.8 million and ATM proceeds of $3.0 million and the prior year activity was related primarily to the issuance of common stock under the Company’s At the Market Offering Program of $7.5 million and proceeds from other capital rases of $2.5 million discussed above under “Liquidity”.

Previous wording

There was no material effect of exchange rates on cash and cash equivalents during the three months ended July 31, 2025 and July 31, 2024.

Current wording

There was no material effect of exchange rates on cash and cash equivalents during either the three or six months ended October 31, 2025 and October 31, 2024.

Previous wording

Since our inception, the cash flows from customer revenues have not been sufficient to fund our operations and provide the capital resources for our business. As of July 31, 2025, our year-to-date revenues were $1.2 million, our year-to-date net losses were $7.4 million, and our year-to-date net cash used in operating activities was $5.6 million.

Current wording

Since our inception, the cash flows from customer revenues have not been sufficient to fund our operations and provide the capital resources for our business. As of October 31, 2025, our year-to-date revenues were $1.6 million, our year-to-date net losses were $18.2 million, and our year-to-date net cash used in operating activities was $13.1 million.

Previous wording

Our business is capital intensive, and through July 31, 2025, we have been funding our business principally through sales of our securities. As of July 31, 2025, our cash and cash equivalents and long-term restricted cash balance was $10.0 million and we expect to fund our business with this amount and, to a lesser extent, with our cash flow generated from operations. Management believes the Company’s current cash and cash equivalents, and long-term restricted cash, inclusive of the August 2025 ATM, and future financing will be sufficient to fund its planned expenditures through September 2026.

Current wording

Our business is capital intensive, and through October 31, 2025, we have been funding our business principally through sales of our securities. As of October 31, 2025, our cash and cash equivalents and long-term restricted cash balance was $11.8 million and we expect to fund our business with this amount and, to a lesser extent, with our cash flow generated from operations. Management believes the Company’s current cash and cash equivalents, and long-term restricted cash, and future financing through facilities such as the August 2025 ATM and convertible note facility will be sufficient to fund its planned expenditures through December 2026.