Ocean Power Technologies, Inc.

S-11 forms-1.htm S-1

As Filed with the Securities and Exchange Commission on September 8, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ocean Power Technologies, Inc.

(Exact name of registrant as specified in its charter)

28 Engelhard Drive, Suite B

**Monroe Township, NJ 08831

(609) 730-0400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Philipp Stratmann

Chief Executive Officer

Ocean Power Technologies, Inc.

28 Engelhard Drive, Suite B

**Monroe Township, NJ 08831

(609) 730-0400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kevin J. Poli

Porter Hedges LLP

1000 Main Street, 36th Floor

Houston, Texas 77002

Telephone: (713) 226-6682

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to Shares of Common Stock

Pre-Funded Warrants to Purchase Up to Shares of Common Stock

Warrants to Purchase Up to Shares of Common Stock

Up to Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants and Common Warrants

Pursuant to this prospectus, we are offering an aggregate of up to shares of our common stock, par value $0.001 per share (the “common stock”), together with common warrants (the “common warrants”) to purchase up to an aggregate of shares of our common stock. This offering also relates to the offering of the shares of common stock that are issuable from time to time upon exercise of the common warrants pursuant to this prospectus. Each share of our common stock is being sold together with one warrant to purchase one share of our common stock (the “common warrants”) at an assumed combined purchase price of $ per share and accompanying common warrant. Each common warrant will have an exercise price of $ per share, will be exercisable immediately upon issuance and will expire five years from the initial exercise date.

We are also offering to those purchasers, if any, whose purchase of the common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded warrants in lieu of the common stock that would otherwise result in ownership in excess of 4.99% (or 9.99%, as applicable) of our outstanding common stock (the “pre-funded warrants”). The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants. This prospectus also relates to the shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants and common warrants.

There is no established trading market for the pre-funded warrants and common warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants and common warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants and common warrants will be limited.

This offering will terminate on , 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share of common stock (or pre-funded warrant) and accompanying common warrant will be fixed for the duration of this offering.

We have engaged (the “placement agent”) to act as our placement agent in connection with this offering. The placement agent has agreed to use their reasonable best efforts to place the securities offered by this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus. The securities will be sold directly to the purchasers pursuant to the securities purchase agreement. There is no minimum number of securities or amount of proceeds required as a condition to closing in this offering. We will deliver all securities to be issued in connection with this offering upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. See “Plan of Distribution” in this prospectus for more information.

Our common stock is listed on the NYSE American under the symbol “OPTT.” The last reported sale price of our common stock on September 4, 2026 was $0.18 per share

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus and in our reports filed with the Securities and Exchange Commission which are incorporated by reference herein for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The placement agent expects to deliver the securities offered hereby to purchasers on or about , 2026.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

i