Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2026, Ocean Power Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional investors (the "Investors") under which the Company agreed to issue and sell convertible notes for an aggregate principal amount of $10,000,000 (the "Notes") that will be convertible into shares of the Company's common stock, par value of $0.001 per share (the "Common Stock").

The Securities Purchase Agreement contains customary representations, warranties and covenants. The Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The Notes also contain standard and customary events of default.

No Note may be converted to the extent that such conversion would cause a holder of such Note to become the beneficial owner of more than 4.99% of the then outstanding Common Stock, after giving effect to such conversion (the "Beneficial Ownership Cap").

The Notes bear interest at an interest rate of 4.5% per annum except that upon the occurrence and during the continuance of an event of default, interest will accrue on the Notes at an interest rate of 13% per annum. Unless earlier converted, the Notes will mature on the eighteen-month anniversary of their issuance dates at a premium to 13% to the face value of the Notes.

At any time after the issuance date, all amounts due under the Notes are convertible, in whole or in part, and subject to the Beneficial Ownership Cap, at a conversion price equal to $0.40, which is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar events. Starting on the closing date, the Notes amortize quarterly. We will make quarterly payments on the first trading day of each three-month anniversary commencing on the closing date through the maturity date, payable in cash. The Notes will rank senior to the right to payment of the holders of our unsecured debt, subject to certain exceptions.

The Notes and shares issuable upon conversion of the Notes are being offered and sold pursuant to a prospectus supplement filed in connection with a "takedown" from the Company's shelf registration statement on Form S-3 (File No. 333-275843) declared effective on December 12, 2023.

The foregoing descriptions of the Securities Purchase Agreement and the Notes are not complete and are qualified in its entirety by reference to the full text of those agreements, copies of which are included as Exhibits 10.1 and 10.2 hereto, and incorporated by reference herein. An opinion of counsel regarding the validity of the securities being issued and sold by the Company in the transactions described in the Securities Purchase Agreement is filed as Exhibit 5.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.