Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Entry into a Material Definitive Agreement

Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On October 19, 2017, Ocean Power Technologies, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Aegis Capital Corp. (the “Placement Agent”) to which the Company agreed to sell (the “Offering”) 5,739,437 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at a price of $1.42 per share.

The Company expects to realize gross proceeds from the Offering of approximately $8,150,000, before deducting placement agent fees and other offering expenses.

The offer and sale of the Common Stock is registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s registration statement on Form S-3 (Registration No. 333-209517) that was declared effective by the Securities and Exchange Commission (the “SEC”) on April 26, 2016, and is being made to a prospectus supplement dated October 19, 2017, which is being filed with the SEC to Rule 424(b) of the Securities Act. The Offering is expected to close on or about October 23, 2017, subject to satisfaction of customary closing conditions.

The Placement Agency Agreement provides that the Company will indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to reimburse the Placement Agent for payments that the Placement Agent may be required to make because of such liabilities.

The Placement Agent did not purchase or sell any securities, nor is it required to arrange the purchase or sale of any minimum number or dollar amount of securities. The Placement Agent agreed to use its best efforts to arrange for the sale of all of the shares of Common Stock being issued and sold in the Offering. The Placement Agent will be paid a cash fee (the “Placement Fee”) in an aggregate amount equal to 6.5% of the gross cash proceeds received by the Company from the sale of the shares of Common Stock in the Offering. In addition to the Placement Fee to be paid by the Company, the Company has agreed to reimburse the Placement Agent for certain out-of-pocket expenses incurred in connection with the Offering, which aggregate amount of such expenses reimbursed by the Company will not exceed $60,000.

The foregoing description of the Placement Agency Agreement is not complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, the form of which are filed hereto as Exhibit 1.1, and which is incorporated by reference herein in its entirety. The Company is filing the opinion of its counsel, Porter Hedges LLP, relating to the legality of the issuance and sale of the shares of Common Stock, as Exhibit 5.1 hereto, which is incorporated by reference herein and into the registration statement.

Item 8.01. Other Events.

On October 18, 2017, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On October 19, 2017, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

These press releases shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description

23.1*

Consent of Porter Hedges LLP (included in Exhibit 5.1).

99.1*

Press Release dated October 18, 2017.

99.2*

Press Release dated October 19, 2017.

* Filed herewith.


Ocean Power Technologies, Inc. Exhibit
EX-1.1 2 ex_97091.htm EXHIBIT 1.1 ex_97091.htm Exhibit 1.1     PLACEMENT AGENCY AGREEMENT   October 19,…
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About Ocean Power Technologies, Inc. (NASDAQ:OPTT)

Ocean Power Technologies, Inc. is developing and seeking to commercialize its systems that generate electricity by connecting the renewable energy of ocean waves. The Company’s PowerBuoy systems use technologies that convert the mechanical energy created by the rising and falling of ocean waves into electricity. The Company focuses on developing its PowerBuoy product line, which is based on modular, ocean-going buoys. Its autonomous PowerBuoy generates power for use in remote locations, independent of an existing power grid. The Company focuses on developing and commercializing its PowerBuoy products and services for use in autonomous power applications. The Company markets its PowerBuoys in the United States and internationally. The autonomous PowerBuoy integrates a power take-off (PTO) and onboard system for energy storage and management. Its PowerBuoy product is the PB3. PB3 can act as an uninterruptable power supply (UPS), which recharges itself by harvesting energy from the waves.

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