Ocean Power Technologies, Inc. filed a Definitive Proxy Statement on October 30, 2026, calling a Special Meeting of stockholders to be held virtually on November 24, 2026, to vote on proposals related to a debt-for-equity exchange and a potential reverse stock split.

Key Highlights

  • Special Meeting date: November 24, 2026, at 9:00 a.m. Eastern time, held in virtual format only.
  • Exchange Agreement proposal: Stockholders will vote on approving the issuance of shares equal to or in excess of 20% of common stock outstanding, in connection with Exchange Agreements dated September 25, 2026, with holders of Series D Senior Convertible Notes.
  • Reverse split authorization: The Board seeks authority to implement a reverse stock split at a ratio of not greater than 6.6 for 1, at its sole discretion, within one year of the meeting date.
  • Record date: October 15, 2026, for determining stockholder eligibility to vote.
  • NYSE American compliance: The Exchange Agreement proposal is being submitted to satisfy NYSE American Rule 713.
  • Non-routine classification: The Exchange Agreement proposal is classified as a non-routine matter; broker discretionary voting does not apply, and uninstructed broker shares effectively count against the proposal.
  • Board recommendation: The Board unanimously recommends a vote "FOR" the proposals.

Ocean Power Technologies Seeks Stockholder Approval for Note Exchange and Reverse Split

According to the filing, Ocean Power Technologies, Inc. (NYSE American:OPTT) is convening a Special Meeting on November 24, 2026, at 9:00 a.m. Eastern time in a virtual-only format. Stockholders of record as of October 15, 2026, are entitled to vote. Acting President and Chief Executive Officer Tracy Pagliara signed the notice on October 30, 2026. Pre-registration at the meeting link is required by 9:00 a.m. Eastern time on November 23, 2026.

The filing discloses three proposals. First, stockholders are asked to approve, for purposes of complying with NYSE American Rule 713, the issuance of shares of common stock in an amount equal to or in excess of 20% of common stock outstanding immediately prior to such issuance, in connection with Exchange Agreements dated September 25, 2026, with certain investors who beneficially own Series D Senior Convertible Notes of the Company. Second, stockholders are asked to authorize the Board, in its sole and absolute discretion and without further stockholder action, to amend the Certificate of Incorporation to implement a reverse stock split at a ratio of not greater than 6.6 for 1, within one year from the meeting date, with the exact ratio to be determined by the Board. Third, an adjournment proposal would allow additional time to solicit proxies if votes are insufficient.

The filing notes that the Exchange Agreement proposal is classified as a non-routine matter under broker voting rules, meaning brokers holding shares in street name cannot vote those shares without specific instructions from the beneficial holder. The filing states that "a failure to instruct your broker, bank or other nominee on how to vote your shares will necessarily count as a vote against this proposal." The reverse split and adjournment proposals are described as routine matters. Stockholder approval is required, the filing explains, under both Delaware General Corporation Law and NYSE American rules.

What Was Disclosed

Ocean Power Technologies filed a Definitive Proxy Statement calling a virtual Special Meeting for November 24, 2026, covering three proposals: approval of a common stock issuance tied to Series D Senior Convertible Note exchange agreements, authorization of a reverse stock split at up to 6.6 for 1, and a meeting adjournment provision.