UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended January 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ______to______

Commission file number: 001-33417

OCEAN POWER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

22-2535818

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

28 ENGELHARD DRIVE, SUITE B, MONROE TOWNSHIP, NJ 08831

(Address of Principal Executive Offices, Including Zip Code)

(609) 730-0400

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.001 par value	OPTT	NYSE American
Series A Preferred Stock Purchase Rights	N/A	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 13, 2026, the number of outstanding shares of common stock of the registrant was 228,023,439.

OCEAN POWER TECHNOLOGIES, INC.

INDEX TO FORM 10-Q

		Page Number
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of January 31, 2026 (unaudited) and April 30, 2025		3
Unaudited Consolidated Statements of Operations for the three and nine months ended January 31, 2026 and 2025		4
Unaudited Consolidated Statement of Shareholders’ Equity for the three and nine months ended January 31, 2026 and 2025		5
Unaudited Consolidated Statements of Cash Flows for the three and nine months ended January 31, 2026 and 2025		7
Notes to Unaudited Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		31
Item 4. Controls and Procedures		31
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3. Defaults Upon Senior Securities		32
Item 4. Mine Safety Disclosures		32
Item 5. Other Information		33
Item 6. Exhibits		33

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Ocean Power Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(in $000’s, except share data)

	January 31, 2026			April 30, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,056		$	6,715
Accounts receivable, net		6,132			1,191
Contract assets		725			1,088
Inventory		5,237			4,222
Other current assets		1,957			400
Total current assets		21,107			13,616
Property and equipment, net		5,797			3,444
Intangibles, net		3,390			3,490
Right-of-use assets, net		2,153			1,552
Restricted cash, long-term		154			154
Goodwill		8,537			8,537
Total assets	$	41,138		$	30,793
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,543		$	568
Earnout payable		150			300
Convertible notes payable (Note 13)		6,234			—
Derivative liability (Note 13)		2,180			—
Accrued expenses		3,047			1,271
Right-of-use liabilities, current portion		1,171			1,150
Contract liabilities		5,372			—
Total current liabilities		19,697			3,289
Deferred tax liability		203			203
Right-of-use liabilities, less current portion		1,150			649
Total liabilities		21,050			4,141
Commitments and contingencies (Note 14)		-			-
Shareholders’ Equity:
Preferred stock, $0.001 par value; authorized 5,000,000 shares, none issued or outstanding; 100,000 designated as Series A		—			—
Common stock, $0.001 par value; authorized 300,000,000 shares, issued 218,789,721 shares and 172,050,563 shares, respectively; outstanding 216,107,328 shares and 171,263,086 shares, respectively		219			172
Treasury stock, at cost; 2,682,393 and 787,477 shares, respectively		(1,823	)		(1,018	)
Additional paid-in capital		380,360			356,588
Accumulated deficit		(358,668	)		(329,090	)
Accumulated other comprehensive loss		—			—
Total shareholders’ equity		20,088			26,652
Total liabilities and shareholders’ equity	$	41,138		$	30,793

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

Ocean Power Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

(in $000’s, except per share data)

Unaudited

	2026			2025			2026			2025
	Three months ended January 31,						Nine months ended January 31,
	2026			2025			2026			2025

Revenues	$	513		$	825		$	2,119		$	4,545
Cost of revenues		1,268			628			4,277			3,106
Gross margin		(755	)		197			(2,158	)		1,439

Operating expenses		8,363			6,072			24,160			15,702
Operating loss		(9,118	)		(5,875	)		(26,318	)		(14,263	)

Interest income/(expense), net		(726	)		6			(1,600	)		13
Other income/(expense)		96			(13	)		(32	)		4
Change in fair value of derivative		(1,617	)		—			(1,617	)		—
Loss on extinguishment of debt		—			(838	)		—			(838	)
Foreign exchange loss		(1	)		—			(11	)		(1	)
Loss before income taxes		(11,366	)		(6,720	)		(29,578	)		(15,085	)
Income tax benefit		—			—			—			—
Net loss		(11,366	)		(6,720	)		(29,578	)		(15,085	)
Basic and diluted net loss per share	$	(0.06	)	$	(0.04	)	$	(0.16	)	$	(0.13	)
Weighted average shares used to compute basic and diluted net loss per common share		195,499,846			147,543,452			184,009,438			112,630,443

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

Ocean Power Technologies, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

(in $000’s, except share data)

Unaudited

	Shares		Amount		Shares			Amount			Capital			Deficit			Loss		Equity
	Nine months Ended January 31, 2026
	Common Shares				Treasury Shares						Additional Paid-In			Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Loss		Equity

Balance at May 1, 2025		172,050,563	$	172		(787,477	)	$	(1,018	)	$	356,588		$	(329,090	)	$	—		26,652
Net loss		—		—		—			—			—			(29,578	)		—		(29,578	)
Share-based compensation		—		—		—			—			7,791			—			—		7,791
Common stock issued upon vesting of restricted stock units		7,670,221		8		—			—			(8	)		—			—		—
Issuance of common stock – At The Market Offering, net of issuance costs		10,812,551		11		—			—			5,169			—			—		5,180
Issuance of common stock - Convertible Debt, net of issuance costs		28,256,386		28		—			—			10,820			—			—		10,848
Shares withheld for tax withholdings		—		—		(1,894,916	)		(805	)		—			—			—		(805	)
Balances at January 31, 2026		218,789,721	$	219		(2,682,393	)	$	(1,823	)	$	380,360		$	(358,668	)	$	—	$	20,088

	Nine months Ended January 31, 2025
	Common Shares				Treasury Shares						Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Loss			Equity

Balance at May 1, 2024		61,352,731	$	61		(88,017	)	$	(369	)	$	327,276	$	(307,579	)	$	(45	)		19,344
Net loss		—		—		—			—			—		(15,085	)		—			(15,085	)
Share-based compensation		—		—		—			—			1,331		—			—			1,331
Common stock issued related to bonus and earnout payments		2,864,808		3		—			—			627		—			—			630
Common stock issued upon vesting of restricted shares		2,964,209		2		—			—			—		—			—			2
Issuance of common stock – AGP At The Market Offering, net of issuance costs		66,720,451		67		—			—			16,812		—			—			16,879
Issuance of common stock – Capital Raise, net of issuance costs		21,446,079		22		—			—			2,429		—			—			2,451
Issuance of common stock - Convertible Debt, net of issuance costs		15,442,429		15		—			—			3,993		—			—			4,008
Shares withheld for tax withholdings		—		—		(699,460			(649	)		—		—			—			(649	)
Balances at January 31, 2025		170,790,707	$	170		(787,477	)	$	(1,018	)	$	352,468	$	(322,664	)	$	(45	)	$	28,911

Table of Contents

	Three Months Ended January 31, 2026
	Common Shares				Treasury Shares						Additional Paid-In			Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Loss		Equity

Balance at November 1, 2025		189,777,377	$	190		(787,477	)	$	(1,018	)	$	370,429		$	(347,302	)	$	—		22,299
Net loss		—		—		—			—			—			(11,366	)		—		(11,366	)
Share-based compensation		—		—		—			—			2,600			—			—		2,600
Common stock issued upon vesting of restricted stock units		7,626,221		8		—			—			(8	)		—			—		—
Issuance of common stock –At The Market Offering, net of issuance costs		5,188,349		5		—			—			2,221			—			—		2,226
Issuance of common stock - Convertible Debt, net of issuance costs		16,197,774		16		—			—			5,118			—			—		5,134
Shares withheld for tax withholdings		—		—		(1,894,916	)		(805	)		—			—			—		(805	)
Balances at January 31, 2026		218,789,721	$	219		(2,682,393	)	$	(1,823	)	$	380,360		$	(358,668	)	$	—	$	20,088

	Three Months Ended January 31, 2025
	Common Shares				Treasury Shares						Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Loss			Equity

Balance at November 1, 2024		124,683,555	$	125		(88,017	)	$	(369	)	$	338,352	$	(315,944	)	$	(45	)		22,119
Balance		124,683,555	$	125		(88,017	)	$	(369	)	$	338,352	$	(315,944	)	$	(45	)		22,119
Net loss		—		—		—			—			—		(6,720	)		—			(6,720	)
Share-based compensation		—		—		—			—			780		—			—			780
Common stock issued related to bonus and earnout payments		—		—		—			—			—		—			—			—
Common stock issued upon vesting of restricted shares		2,954,209		2		—			—			—		—			—			2
Issuance of common stock – AGP At The Market Offering, net of issuance costs		27,710,514		28		—			—			9,343		—			—			9,371
Issuance of common stock – Capital Raise, net of issuance costs		15,442,429		15		—			—			3,993		—			—			4,008
Issuance of common stock – Capital Raise, net of issuance costs		—		—		(699,460	)		(649	)		—		—			—			(649	)
Balances at January 31, 2025		170,790,707	$	170		(787,477	)	$	(1,018	)	$	352,468	$	(322,664	)	$	(45	)	$	28,911
Balances

SEC Form 10-Q filed by Ocean Power Technologies Inc.