Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 4, 2019, Ocean Power Technologies, Inc. (the Company”) announced that it priced its firm commitment underwritten public offering (the “Offering”) of 4,285,680 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and/or pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), together with a number of common warrants to purchase up to 4,285,680 shares of Common Stock (the “Common Warrants”) to the Company’s registration statement on Form S-1 (Registration No. 333-230199) which was declared effective by the Securities and Exchange Commission on April 4, 2019.
The Common Warrants have an exercise price of $3.85 and will be immediately exercisable and will expire five years from the date of issuance.
Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The Pre-Funded Warrants have a remaining exercise price of $0.01, and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the Offering, the number of shares of Common Stock in the Offering will be decreased on a one-for-one basis. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
The public offering price is $3.50 per share of Common Stock and accompanying Common Warrant, or $3.49 per Pre-Funded Warrant and accompanying Common Warrant.
In connection with the Offering, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), which is serving as sole book-running manager for the Offering, on April 4, 2019. The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The Company also granted the Underwriter a 45-day option to purchase up to 642,000 additional shares of Common Stock and/or Common Warrants to purchase 642,000 shares of Common Stock, solely to cover over-allotments, if any.
The offering and sale of the aforementioned securities is expected to result in gross proceeds to the Company of approximately $15 million, before deducting underwriting discounts, commissions and other offering expenses.
The Offering is expected to close on April 8, 2019, subject to the satisfaction of customary closing conditions.
At the closing of the Offering, the Company will enter into a warrant agency agreement with Computershare, Inc. and Computershare Trust Company, N.A., collectively as warrant agent (the “Warrant Agency Agreement”) with respect to the Common Warrants and the Pre-Funded Warrants.
The foregoing descriptions of the Underwriting Agreement, the Warrant Agency Agreement, the Common Warrants and the Pre-Funded Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Form of Warrant Agency Agreement, the Form of Common Warrant, and the Form of Pre-Funded Warrant, copies of which are included as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3 respectively, and incorporated by reference herein.
Item 8.01 Other Information.
On April 3, 2019, the Company issued a press release announcing the signing of a contract for a paid feasibility study with a leading offshore oil and gas operator. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
On April 4, 2019, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
On April 4, 2019, the Company issued a press release announcing the signing of a memorandum of understanding with Acteon Field Life Service Ltd. to develop, explore and exploit mutual opportunities in the global oil and gas and renewable markets. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| *1.1 | Underwriting Agreement by and between Ocean Power Technologies, Inc. and A.G.P./Alliance Global Partners, as representative of the underwriters, dated April 4, 2019. |
| 4.1 | Form of Warrant Agency Agreement by and between Ocean Power Technologies, Inc. and Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent (incorporated by reference to Exhibit 4.7 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-230199), filed with the SEC on April 3, 2019). |
| *4.2 | Form of Common Warrant. |
| *4.3 | Form of Pre-Funded Warrant. |
| *99.1 | Press Release of Ocean Power Technologies, Inc. dated April 3, 2019. |
| *99.2 | Press Release of Ocean Power Technologies, Inc. dated April 4, 2019. |
| *99.3 | Press Release of Ocean Power Technologies, Inc. dated April 4, 2019. |
* Filed herewith.
Ocean Power Technologies, Inc. Exhibit
EX-1.1 2 ex1-1.htm EXECUTION COPY UNDERWRITING AGREEMENT between OCEAN POWER TECHNOLOGIES,…
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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.