Key Highlights

● Steep repricing: Ocean Power Technologies exchanged all outstanding Series C-1 convertible notes for new Series D notes, cutting the conversion price from $12.00 to $2.45 per share.

● Floating-price feature: Series D notes allow conversion at 93% of the lowest volume-weighted average price over the seven trading days before conversion, which can push the effective price even lower.

● Terms: The notes carry 4.5% annual interest (13% on default), mature in 18 months with a 13% Maturity premium, and cap any single holder's beneficial ownership at 4.99% (raisable to 9.99%).

● Related registration: A separate amended S-1 registers 366,162 shares issued to Columbia Power Technologies tied to a July 2026 asset acquisition.

Ocean Power Technologies (NYSEAMERICAN:OPTT) disclosed in an 8-K filed September 25, 2026 that it exchanged its outstanding Series C-1 convertible notes for new Series D convertible notes, cutting the conversion price to $2.45 per share from $12.00 and repricing related warrants to match. The company also separately filed an amended S-1 registration statement covering 366,162 shares issued to Columbia Power Technologies as consideration for a July 2026 asset acquisition, according to the item description accompanying the filing.

A Steep Repricing of the Series C-1 Notes

The exchange replaced all outstanding Series C-1 notes held by existing noteholders with new Series D notes, issued in reliance on the Section 3(a)(9) exemption from registration under the Securities Act, with the old notes cancelled upon issuance of the replacements. The headline change is the conversion price, which dropped from $12.00 to $2.45 per share. The Series D notes also carry an alternative conversion mechanism allowing holders to convert at 93% of the lowest volume-weighted average price over the seven trading days preceding a conversion date, a floating-price feature that can push the effective conversion price even lower if the stock declines.

Interest, Maturity and Ownership Caps

The Series D notes bear interest at 4.5% annually, rising to 13% if the company defaults. They mature 18 months from issuance, at which point holders are entitled to a 13% premium over face value. To limit dilution risk to any single holder, the notes carry a beneficial ownership cap of 4.99% of outstanding shares, which can be raised to as much as 9.99% with 61 days' notice. Separately, the company cannot issue more than 19.99% of its outstanding shares under the notes without stockholder approval, a standard Nasdaq/NYSE American-style issuance limit for convertible securities priced below market.

Warrants Repriced Too

Common stock warrants that Ocean Power Technologies issued on June 8, 2026 were amended alongside the note exchange, with their exercise price lowered from $12.00 to $2.45 to match the new conversion price on the notes. Repricing both instruments together keeps the note and Warrant terms aligned and reflects how far the reference price has moved since the original Series C-1 issuance.

The Columbia Power Technologies Share Registration

Separately, the company's S-1/A registers 366,162 shares issued to Columbia Power Technologies as consideration tied to a July 2026 asset acquisition. Ocean Power Technologies did not include additional detail on the underlying Acquisition in the 8-K covering the note exchange; the registration statement's purpose is to allow those shares to be resold.

The Underlying Business

Ocean Power Technologies makes uncrewed maritime systems, including its WAM-V surface vehicles and PowerBuoy platform. The company has reported a current Backlog of about $20 million and a qualified sales pipeline exceeding $150 million, tied in part to work with the U.S. Navy, Marine Corps and Coast Guard, including a NATO exercise (REPMUS 2026) in which its uncrewed surface vehicles were integrated into the Navy's common control software, and a multi-day evaluation with the Army Corps of Engineers in Duck, North Carolina. The company's fiscal year ends April 30.

Key Dates and Thresholds Ahead

Key dates and triggers ahead: the 18-month maturity clock on the Series D notes, which began running upon issuance; the 4.99%/9.99% beneficial ownership thresholds that govern how much any noteholder can convert at once; the 19.99% share-issuance cap that would require a Shareholder vote to exceed; and effectiveness of the S-1/A covering the Columbia Power Technologies shares.