Ocean Power Technologies, Inc.
For the period ended Apr 30, 2026. Filed Aug 19, 2026.
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FY2026 · Filed Aug 19, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Ocean Power Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Ocean Power Technologies, Inc. (and subsidiaries) (the “Company”) as of April 30, 2026 and 2025, the related consolidated statements of operations, shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 2026 and 2025, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1(b) to the consolidated financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1(b). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition
Critical Audit Matter Description
As disclosed in Note 2 to the consolidated financial statements, the Company’s accounts for its revenue arrangements in accordance with ASC Topic 606 – Revenue from Contracts with Customer for contracts with customers and ASC Topic 842 – Leases for leasing arrangements. The revenue arrangements often include various combinations of products and services. For contracts with customers, this requires evaluation of whether there is a single performance obligation or multiple performance obligations and for leasing arrangements whether there are non-lease components, requiring allocation between the lease and non-lease elements. A significant portion of the Company’s revenue is generated pursuant to differentiated written contractual arrangements to develop and/or manufacture products and to provide related services. Because of the uniqueness of the terms and conditions in the revenue arrangements, there is significant analysis, and at times significant judgments, that are made by management when evaluating the contracts for proper revenue recognition. Revenue arrangements may also be modified from time to time as the Company delivers products or services to a customer. As disclosed by management, a material weakness existed during the year related to this matter.
We identified revenue recognition pertaining to both contracts with customers and leasing arrangements as a critical audit matter as there are significant judgments exercised by management in determining revenue recognition. Given the high degree of management judgment involved in analyzing the terms and conditions of the Company’s contractual arrangements, the audit effort required to evaluate management’s judgments in determining revenue recognition for the Company’s revenue arrangements was extensive and required a high degree of auditor judgment.
How We Addressed the Matter in Our Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to revenue arrangements included the following, among other procedures:
| ● | Evaluated management’s accounting practices, including the reasonableness of management’s judgments and assumptions related to the revenue recognition for its revenue arrangements |
| ● | For a selection of contracts with customers and leasing arrangements, performing the following audit procedures: |
| ● | Obtained customer contract, related invoices, shipping documents, evidence of cash receipt and management revenue recognition analysis for each testing selection, if applicable, to evaluate if relevant contractual terms were appropriately considered by management and conclusions on revenue recognition method were in accordance with the relevant accounting guidance. |
| ● | Utilized personnel with specialized knowledge and skills in the relevant technical accounting guidance to assist in evaluating the appropriateness of the Company’s application of relevant accounting guidance for revenue recognition. |
Valuation of Inventory – Net Realizable Value
Critical Audit Matter Description
As disclosed in Notes 2 and 4 to the consolidated financial statements, the inventory balance as of December 31, 2025 was $3.19 million. The Company accounts for its inventory at the lower of cost or net realizable value. The Company evaluates the carrying value of its inventories taking into consideration such factors as anticipated usage and inventory age. The Company recorded write-downs of inventory totaling $744,785 during the year ended April 30, 2026. As disclosed by management, a material weakness existed during the year related to this matter.
We identified the Company’s evaluation of the net realizable value of inventory as a critical audit matter. The principal considerations for our determination include (i) the significant judgment by management when developing the provision for excess or obsolete inventories, including determining the anticipated usage and age of inventory items within their inventory management system due to the material weakness identified by management, and (ii) a high degree of auditor judgment, subjectivity, and extent of audit effort in performing procedures to evaluate management’s significant judgements related to anticipated usage and inventory age.
How We Addressed the Matter in Our Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the net realizable value of inventory included the following, among other procedures:
| ● | Evaluated management’s accounting policies and practices, including the reasonableness of management’s judgments and assumptions related to anticipated usage and age of inventory items to estimate net realizable value. |
| ● | Obtained management’s evaluation of excess and/or obsolete inventory, including specific identification of aged inventory products. Compared the aged inventory product listing to historical usage and held discussions with personnel outside the accounting function to assess the reasonableness of anticipated future usage. |
| ● | Performed procedures to evaluate the reasonableness of the inventory movements during the year including: |
| ● | Compared inventory reports as of April 30, 2026 to April 30, 2025 to identify inventory product that did not change during the year and assessed the reasonableness of anticipated future usage. |
| ● | Utilized support obtained for our inventory price testing selections, evaluated whether the inventory movements were appropriately reflected movement during the year. |
| ● | For a selection items of inventory transferred to property, plant and equipment (leased assets), agreed part numbers of transferred items to engineering drawings of the related asset to verify proper inventory movement and recording as property, plant and equipment. |
/s/Baker Tilly US, LLP
Dallas, Texas
August 19, 2026
We have served as the Company’s auditor since 2024.
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