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Ocean Power Technologies, Inc.

For the period ended Jan 31, 2026. Filed Mar 17, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jan 31, 2026 · Filed Mar 17, 2026

OPTT$0.43+14.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-10-31; filed 2025-12-15.

0001493152-25-027644

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-01-31; filed 2026-03-17.

0001493152-26-010556

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 98 current paragraphs.

65 unchanged; 20 reworded; 13 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The accompanying consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to the Company’s ability to continue as a going concern. Such adjustments could be material.

Current report

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) which is intended to streamline the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements.

Current report

Other expense, net for the three months ended January 31, 2026 and 2025 was $96,000 and (13,000), respectively. This change is due to insurance proceeds in the current year, whereas the prior year expense was related to realized foreign exchange loss.

Current report

The change in the fair value of derivatives for the three months ended January 31, 2026 and 2025 was $1.6 million and zero respectively. The increase is a result of the fair value of the current years derivative in association with the convertible debt issued in May and October of 2025.

Current report

The loss on extinguishment of debt of $0.8 million for the period ended January 31, 2025 relates to convertible notes issued in December 2024 that were converted to common stock in December 2024. There was no similar loss in the comparable current year period.

Current report

The change in the fair value of derivatives for the nine months ended January 31, 2026 and 2025 was $1.6 million and zero respectively. The increase is a result of the fair value of the current years derivative in association with the convertible debt issued in May and October of 2025.

Current report

The loss on extinguishment of debt of $0.8 million as of January 31, 2025 relates to convertible notes issued in December 2024 that were converted to common stock in December 2024.

Current report

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for at least a period of one year from the issuance of these consolidated financial statements. The ability to continue as a going concern is dependent upon the Company’s operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.
Removed paragraphs (3)

Previous report

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 report

Other (expense) income, net for the six months ended October 31, 2025 and 2024 was $(128,000) and $17,000, respectively, with the decrease primarily related to a legal settlement of $195,000, offset by insurance proceeds of $67,000 in the current year
Reworded paragraphs (20)

Previous 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.

Current wording

During the nine months ended January 31, 2026, the Company incurred a net loss of approximately $29.6 million and used cash in operations of approximately $19.9 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

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.

Current wording

As of January 31, 2026, backlog was $19.9 million, compared to $7.5 million at January 31, 2025. 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

Revenues for the three months ended October 31, 2025 and 2024 were approximately $0.4 million and $2.4 million, respectively. The year-over-year decline in revenue was largely driven by timing impacts associated with the U.S. federal government shutdown. These disruptions shifted a number of OPT deliverables and development activities into subsequent quarters, which reduced our revenue.

Current wording

Revenues for the three months ended January 31, 2026 and 2025 were approximately $0.5 million and $0.8 million, respectively. The year-over-year decline in revenue was largely driven by timing impacts associated with the U.S. federal government shutdown. These disruptions shifted a number of OPT deliverables and development activities into subsequent quarters, which reduced our revenue.

Previous wording

Cost of revenues for the three months ended October 31, 2025 and 2024 increased to $1.8 million from $1.6 million, respectively. The year-over-year increase is related primarily to full recognition of losses associated with contracts in strategically important markets. The expenses associated with these projects are now substantially complete, although they will continue to generate revenue over the next several months. Importantly, our core programs and commercial pipeline continue to demonstrate improving margin quality and operating leverage.

Current wording

Cost of revenues for the three months ended January 31, 2026 and 2025 increased to $1.3 million from $0.6 million, respectively. The year-over-year increase is related primarily to full recognition of losses associated with contracts in strategically important markets. The expenses associated with these projects are now substantially complete, although they will continue to generate revenue over the next several months. Importantly, our core programs and commercial pipeline continue to demonstrate improving margin quality and operating leverage.

Previous 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.

Current wording

Operating expenses for the three months ended January 31, 2026 and 2025 were $8.4 million and $6.1 million, respectively. The increase of approximately $2.3 million was primarily the result of the significant increases in share-based compensation of $1.8 million and increases in employee related expenses of $0.5 million compared to prior year.

Previous 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.

Current wording

Interest (expense)/income for the three months ended January 31, 2026 and 2025 was $(726,000) and $6,000, respectively, with the change primarily related to interest expenses associated with the May and October 2025 convertible notes.

Previous wording

Six months ended October 31, 2025 compared to the six months ended October 31, 2024

Current wording

Nine months ended January 31, 2026 compared to the nine months ended January 31, 2025

Previous wording

The following table contains selected statement of operations information, which serves as the basis of the discussion of our results of operations for the six months ended October 31, 2025 and 2024.

Current wording

The following table contains selected statement of operations information, which serves as the basis of the discussion of our results of operations for the nine months ended January 31, 2026 and 2025.

Previous 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.

Current wording

Revenues for the nine months ended January 31, 2026 and 2025 were approximately $2.1 million and $4.5 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

Cost of revenues for the six months ended October 31, 2025 and 2024 increased to $3.0 million from $2.5 million, respectively. The year-over-year increase is related primarily to full recognition of one-time losses associated with contracts in strategically important markets. The expenses associated with these projects are now substantially complete, although they will continue to generate revenue over the next several months.. Importantly, our core programs and commercial pipeline continue to demonstrate improving margin quality and operating leverage

Current wording

Cost of revenues for the nine months ended January 31, 2026 and 2025 increased to $4.3 million from $3.1 million, respectively. The year-over-year increase is related primarily to full recognition of one-time losses associated with contracts in strategically important markets. The expenses associated with these projects are now substantially complete, although they will continue to generate revenue over the next several months. Importantly, our core programs and commercial pipeline continue to demonstrate improving margin quality and operating leverage.

Previous wording

Operating expenses for the three months ended October 31, 2025 and 2024 were $8.7 million and $4.7 million, respectively. The increase of approximately $4.0 million was primarily the result of the significant increases in share-based compensation of $2.5 million, increases in professional fees of $0.8 million and increases in employee related expenses of $0.4 million compared to prior year.

Current wording

Operating expenses for the nine months ended January 31, 2026 and 2025 were $24.2 million and $15.7 million, respectively. The increase of approximately $8.5 million was primarily the result of the significant increases in share-based compensation of $6.5 million, increases in employee-related expenses of $1.5 million, an increase in product development costs of $0.5 million, and increases in general and administrative fees of $0.5 million, offset partially by decreases in professional fees of $0.5 million.

Previous wording

Interest (expense)/income for the six months ended October 31, 2025 and 2024 was $(873,000) and $7,000, respectively, with the decrease primarily related to interest expenses associated with the May and October 2025 convertible notes.

Current wording

Interest (expense)/income for the nine months ended January 31, 2026 and 2025 was ($1.6) million and $13,000, respectively, with the change primarily related to interest expenses associated with the May and October 2025 convertible notes.

Previous wording

Other (expense) income, net for the three months ended October 31, 2025 and 2024 was $(128,000) and zero, respectively, with the decrease primarily related to a litigation settlement of $195,000, offset by insurance proceeds of $67,000 in the current year

Current wording

Other (expense) income, net for the nine months ended January 31, 2026 and 2025 was $(32,000) and 4,000, respectively, with the change primarily related to a litigation settlement of $195,000, offset by insurance proceeds of $163,000 in the current 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 $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.

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 $29.6 million and $15.1 million for the nine months ended January 31, 2026 and 2025, respectively. Refer to “Liquidity Outlook” below for additional information.

Previous 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.

Current wording

During the nine months ended January 31, 2026, net cash used in operating activities was $19.9 million, an increase of of $5.3 million compared to net cash used in operating activities during the nine months ended January 31, 2025 of $14.6 million. This primarily reflects an increase in net loss of $13.8 million, account receivable, and inventory on hand, partially offset an increase in accounts payable, contract liabilities, and equity compensation in the current year versus the prior year.

Previous 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.

Current wording

Net cash used in investing activities during the nine months ended January 31, 2026 was $1.8 million, compared to $0.4 million during the nine months ended January 31, 2025, a change of $1.4 million. The net cash used in investing activities during the nine months ended January 31, 2026 was due to the purchase of property, plant and equipment.

Previous 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”.

Current wording

Net cash provided by financing activities during the nine months ended January 31, 2026 and January 31, 2025 was $22.0 million and $21.9 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 $17.6 million and ATM proceeds of $5.2 million, and the prior year activity was related primarily to ATM proceeds of $16.8 million, $3.2 million in proceeds related to convertible debt issued in December 2024, 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 either the three or six months ended October 31, 2025 and October 31, 2024.

Current wording

There was no material effect of exchange rates on cash and cash equivalents during either the three or nine months ended January 31, 2026 and January 31, 2025.

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 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.

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 January 31, 2026, our year-to-date revenues were $2.1 million, our year-to-date net losses were $29.6 million, and our year-to-date net cash used in operating activities was $19.9 million.

Previous 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.

Current wording

Our business is capital intensive, and through January 31, 2026, we have been funding our business principally through sales of our securities. As of January 31, 2026, our cash and cash equivalents and long-term restricted cash balance was $7.2 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 short term investments, may not be sufficient to fund its planned expenditures through March 2027.