Ocean Power Technologies: Securities offering (amended)

Cover page 31 changes

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on September 8, 2026

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Acting Chief Executive Officer

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Warrants to Purchase Up to Shares of Common

to Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants and Common Warrants to this prospectus, we are offering an aggregate of up to shares of our common stock, par value $0.001 per share (the common stock ), together with common warrants (the common warrants )

are also offering to those purchasers, if any, whose purchase of the common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded warrants in lieu of the common stock that would otherwise result in ownership in excess of 4.99% (or 9.99%, as applicable)

of our outstanding common stock (the pre-funded warrants ). The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants. This prospectus also relates to the shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants and common warrants.

to 9,375,000 Shares of Common Stock

Common Warrants to purchase

to Purchase up to 9,375,000 Shares of Common Stock

Up to 9,375,000 Shares of Common

Stock underlying the Common Warrants

Pursuant to this prospectus,

we are offering an aggregate of up to 9,375,000 shares of our common stock, par value $0.001 per share (the common stock ), together with common warrants to purchase up to an aggregate of 9,375,000 shares of our common stock (the common warrants ). This offering also relates to the offering of the shares of common stock that are issuable from time to time upon exercise of the common warrants pursuant to this prospectus. Each share of our common stock is being sold together with one a common warrant to purchase one share of our common stock (the common warrants ) at an assumed combined purchase price of $ $0.64 per share and accompanying common warrant. Each common warrant will have an exercise price of $ per share, will be exercisable immediately upon issuance and will expire five years from the initial exercise date.

Each common warrant will

entitle the holder to purchase one share of common stock at an exercise price of $[*] per share, equal to 100% of the combined offering price per share of common stock and accompanying common warrant, is exercisable at any time or times on or after the initial exercise date and expires five years from the initial exercise date. A holder of a common warrant may not exercise any portion of a common warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would beneficially own more than 4.99% (or, at the election of the holder prior to issuance, 9.99%) of our outstanding shares of common stock after exercise, as such ownership percentage is determined in accordance with the terms of the common warrants, except that upon notice from the holder to us, the holder may increase or decrease such limitation, provided that the limitation may not exceed 9.99% and any increase will not be effective until 61 days after such notice is delivered to us.

Securities We Are Offering Common Warrants on page 18 of this prospectus for more information regarding the terms of the common warrants.

There is no established trading

is no established trading market for the pre-funded warrants and common warrants, and we do not expect a an active trading market to develop. In addition, We do not intend to apply for the listing of list the pre-funded warrants and common warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants and common warrants will be limited. We are also registering the shares of common stock issuable from time to time upon exercise of the common warrants offered hereby.

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have engaged (the placement agent ) to act as our placement agent in connection with this offering. The placement agent has agreed to use their reasonable best efforts to place the securities offered by this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.

terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share of common stock (or pre-funded warrant) and accompanying common warrant will be fixed for the duration of this offering.

have engaged D. Boral Capital LLC (the placement agent ) to act as our placement agent in connection with this offering.

The placement agent has agreed to use their reasonable best efforts to place the securities offered by this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus. The securities will be sold directly to the purchasers pursuant to the securities purchase agreement. There is no minimum number of securities or amount of proceeds required as a condition to closing in this offering. We will deliver all securities to be issued in connection with this offering upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. See Plan of Distribution in this prospectus for more information.

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September 4, 2026 was $0.18 per share

October 22, 2026, was $0.64 per share.

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Public offering price

Placement agent fees (1)

Proceeds to us, before expenses

Offering price (1)(2)

Proceeds, before expenses, to us (3)

Each Offered Share and accompanying warrants are offered at an assumed offering price of $0.64.

We have agreed to pay the placement agent a cash placement commission equal to 6.0% of the aggregate proceeds from this offering. We have also agreed to reimburse the placement agent up to $100,000 $50,000 for expenses of legal counsel and clearing expenses of $15,950 in connection with this offering. See Plan of Distribution beginning on page 21 19 for a description of compensation payable to the placement agent.

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Prospectus summary 2 changes

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On September 14, 2026,

we effected a 1-for-30 reverse split of our outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, and conversion of our outstanding convertible notes. All information presented in this prospectus has been retrospectively restated to give effect to our 1-for-30 reverse split of our outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such reverse stock split .

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The offering 15 changes

are also offering to certain purchasers whose purchase of our common stock in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) (the Beneficial Ownership

Limitation ) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of common stock that would otherwise result in any such purchaser s beneficial ownership exceeding the applicable Beneficial Ownership Limitation. Each pre-funded warrant will be exercisable for one share of common stock. The purchase price of each pre-funded warrant and accompanying common warrant will equal the price at which the common stock and accompanying common warrant are being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be exercisable immediately and may be exercised at any time until exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants. For additional information regarding the Pre-Funded Warrants, see Description of Our Capital Stock and Securities We warrants offered by us to purchase up to an aggregate of shares of our common stock (the common warrant shares ).

The common warrants will have an exercise price of $

per share, will be exercisable immediately upon issuance and will expire on the five (5)

year anniversary of the initial exercise date. Each share of our common stock is being sold together with one warrant to purchase one share of our common stock. Because we will issue an accompanying warrant to purchase one share of common stock for each share of common stock and for each pre-funded warrant sold in this offering, the number of common warrants sold in this offering will not change as a result of a change in the mix of the shares of our common stock and pre-funded warrants sold in this offering. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the common warrants.

For a further description of the common warrants, see Description Of Securities We

Are Offering Common Warrants . This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the common warrants.

warrants Common stock offered by us

Up to 9,375,000 shares.

Each common warrant will entitle the

holder to purchase one share of common stock at an exercise price of $[*] per share, equal to 100% of the combined offering price per share of common stock and accompanying common warrant, is exercisable at any time or times on or after the initial exercise date and expires five years from the initial exercise date. A holder of a common warrant may not exercise any portion of a common warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would beneficially own more than 4.99% (or, at the election of the holder prior to issuance, 9.99%) of our outstanding shares of common stock after exercise, as such ownership percentage is determined in accordance with the terms of the common warrants, except that upon notice from the holder to us, the holder may increase or decrease such limitation, provided that the limitation may not exceed 9.99% and any increase will not be effective until 61 days after such notice is delivered to us.

If at the time of exercise there is no

effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the warrant shares to the holder or the resale of the warrant shares by the holder, the holder may, in its sole discretion, elect a cashless exercise in lieu of payment of the aggregate exercise price in cash. The net number of shares of common stock deliverable upon such cashless exercise is determined by a formula based on the volume weighted average price or bid price of the shares of common stock, the exercise price, and the number of shares being exercised. On the termination date, the common warrants will be automatically exercised via cashless exercise.

See Description of Securities We Are Offering Common Warrants on page 18 for more information regarding the common warrants.

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to 19,961,732 shares (assuming the sale of the maximum number of shares of common stock in this offering, at the assumed public offering price of $ , $0.64, the closing sale price of our common stock on the NYSE on , October 22, 2026, no sale of pre-funded warrants and no exercise of any common warrants).

Risk factors 34 changes

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$ per share and accompanying common warrant.

warrants offered hereby do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an exercise price of $ . There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

of our warrants will have no rights as a common stockholder until they acquire our common stock.

you acquire shares of our common stock upon exercise of your warrants, you will have no rights with respect to shares of our common stock issuable upon exercise of your warrant. Upon exercise of your warrant, you will be entitled to exercise the rights of a common stockholder as to the security exercised only as to matters for which the record date occurs after the exercise date.

is no established market for the warrants to purchase shares of our common stock being offered in this offering.

exercise price of the warrants offered by this prospectus will not be adjusted for dilutive events.

exercise price of the warrants offered by this prospectus is subject to adjustment for certain events, such as stock splits. However, the exercise prices will not be adjusted for dilutive issuances of securities including capital stock, options, and convertible securities, which may adversely affect the market price of our common stock or the market value of such warrants without resulting in an adjustment of the exercise prices of such warrants.

public offering price per share of our common stock being offered is substantially higher than the net tangible book value per share of our outstanding common stock, and accordingly investors in this offering will experience immediate and substantial dilution. Based on an assumed public offering price of $ $0.64 per share of our common stock and accompanying common warrant, warrants, if you purchase securities in this offering you will experience immediate dilution of approximately $ $0.4563 per share, representing the difference between our as adjusted net tangible book value per share after giving effect to this offering as of April 30, July 31, 2026 and the assumed public offering price of $0.64 per share and accompanying common warrants.

is no public market for the common warrants.

is no established public trading market for the common warrants, and we do not expect a market to develop.

is no established trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of to list the common warrants on any national securities exchange or other nationally recognized trading market. system, including the NYSE American. Without an active trading market, the liquidity of the common warrants will be limited.

common warrants in this offering are speculative in nature.

common warrants in this offering do not confer any rights of shares of common stock ownership on their holders, but rather merely represent the right to acquire shares of common stock at a fixed price. In addition, following this offering, the market value of the common warrants, if any, is uncertain and there can be no assurance that the market value of the common warrants will equal or exceed their imputed offering price. The common warrants will not be listed or quoted for trading on any market or exchange.

of the common warrants will not have rights of holders of our shares of common stock until such warrants are exercised.

holders of the common warrants acquire shares of common stock upon exercise of such warrants, holders of the common warrants will have no rights with respect to the shares of common stock underlying such warrants.

price of the securities and other terms of this offering have been determined by us along with our Placement Agent.

you purchase our securities in this offering, you will pay a price that was not established in a competitive market. Rather, you will pay a price that was determined by us along with our Placement Agent. The offering price for our shares of common stock may bear no relationship to our assets, book value, historical results of operations or any other established criterion of value. The trading price, if any, of the shares of common stock that may prevail in any market that may develop in the future, for which there can be no assurance, may be higher or lower than the price you paid for our shares of common stock.

addition, we will issue common warrants in connection with this offering.

common warrant will entitle the holder to purchase one share of common stock at an exercise price of $[*] per share, is exercisable at any time or times on or after the initial exercise date and expires five years from the initial exercise date. A holder of a common warrant may not exercise any portion of a common warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would beneficially own more than 4.99% (or, at the election of the holder prior to issuance, 9.99%) of our outstanding shares of common stock after exercise, as such ownership percentage is determined in accordance with the terms of the common warrants, except that upon notice from the holder to us, the holder may increase or decrease such limitation, provided that the limitation may not exceed 9.99% and any increase will not be effective until 61 days after such notice is delivered to us.

Description of Securities We Are Offering Common Warrants on page 18 of this prospectus for more information regarding the terms of the common warrants.

the Company may not receive any cash proceeds, or may receive substantially less cash than expected, upon exercise of the common warrants, such issuances will cause a reduction in the proportionate ownership and voting power of our other shareholders.

Additionally, we cannot assure you that the holders of such warrants will be able to sell the shares of common stock issued upon exercise at a price per share that is equal to or greater than the exercise price (if any) paid by such holders.

you purchase our securities in this offering, you will incur immediate and substantial dilution in the book value of your shares.

purchasing our securities in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share. As a result, investors purchasing securities in this offering will incur immediate dilution of $0.4563 per share.

For more information on the dilution, you may experience as a result of investing in this offering, see the section of this prospectus entitled Dilution.

American may halt trading in our shares of common stock or delist our shares of common stock for public interest concerns as a result of this offering.

of the highly dilutive nature of this offering, NYSE American may halt trading in our shares of common stock on NYSE American or delist our shares of common stock for public interest concerns. A number of NYSE American-listed companies have filed public disclosures regarding the receipt of notification letters indicating that NYSE American made the determination to halt and/or delist such companies as a result of public interest concerns arising from the issuance of warrants with similar terms to, and similar potential dilutive impact as, the common warrants in this offering.

NYSE American delists our securities from trading on its exchange for failure to meet its listing standards, and we are not able to list such securities on another national securities exchange, then our shares of common stock could be quoted on an over-the-counter market.

If this were to occur, we and our shareholders could face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that the shares of common stock are a penny stock, which will require brokers trading the shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

limited amount of news and analyst coverage; and

decreased ability for us to issue additional securities or obtain additional financing in the future.

Forward-looking statements 5 changes

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ability to continue as a going concern due to constrained liquidity in our business;

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current geopolitical world uncertainty, including tariffs, the conflicts between the United

States, Israel and Iran, current geopolitical world uncertainty, including tariffs, Russia s invasion of Ukraine, the Israel/Palestine conflict, current events in Venezuela the Iran War and previous attacks on merchant ships in the Red Sea;

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ability to hire and retain key personnel, including senior management, to achieve our business objectives; and our ability to establish and maintain consistent commercial profit margins.

ability to establish and maintain consistent commercial profit margins; and our recurring operating losses, negative cash flows, limited liquidity and unwaived event of default under our convertible notes raise substantial doubt about our ability to continue as a going concern.

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Use of proceeds 6 changes

estimated net proceeds to be received by us from this offering are expected to be approximately $ million, after deducting fees and estimated offering expenses, assuming no sale of pre-funded warrants and no exercise of the common warrants.

The estimated net proceeds to

be received by us from this offering are expected to be approximately $5.65 million, after deducting fees and estimated offering expenses, assuming no exercise of the common warrants. We will only receive additional proceeds of $[*] from the exercise of the common warrants issuable in connection with this offering if such common warrants are exercised for cash at their exercise price of $[*] and the holders of such common warrants do not utilize the cashless exercise provision of the common warrants. In addition, certain purchasers in this offering may surrender their convertible notes currently outstanding with the Company for cancellation and receive shares of common stock in the amount of such cancelled indebtedness.

If this occurs, it will reduce the net proceeds that we receive in this offering.

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intend to use the net proceeds from this offering for working capital and general corporate purposes. The Series C-1 D Senior Convertible

Notes issued April 1, September 25, 2026, include a requirement, at the option of the holders of such notes, to use up to 30% of the net proceeds of any capital raise transaction, including this offering, to pay down amounts outstanding under such notes. These notes bear interest at an interest rate of 4.5% per annum and mature on October 1, 2027. We cannot predict whether the holders will require this repayment.

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Capitalization 23 changes

following table sets forth our cash and cash equivalents and capitalization as of April 30, July 31, 2026, on:

adjusted to give effect to this offering, assuming no sale exercise of pre-funded the common warrants and no exercise debt exchanged for common stock as described above under Use of the warrants, Proceeds , after deducting estimated placement agent fees and estimated offering expenses payable by us.

(in thousands, except share

and per share amounts)

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Accrued liabilities and

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Deferred income taxes

Deferred tax liability

Right-of-use liabilities, current portion

Right-of-use liabilities, less current portion

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shares authorized; 231,145,998 shares issued (actual); 228,460,085 outstanding (actual);

shares issued and shares outstanding, (as adjusted) (2)

Treasury stock, at cost: 2,685,913 (actual);

Common Stock, par value $0.001 per share, 400,000,000 shares authorized;

9,094,159 shares issued (actual); 9,004,628 outstanding (actual); 18,469,159 shares issued and 18,379,628 shares outstanding, (as adjusted) (2)

Treasury stock, at cost: 89,531 (actual); 89,531 (as adjusted)

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Total stockholders equity

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number of shares of common stock to be outstanding after this offering excludes the following events, subsequent to April 30,

2026: (i) the issuance of 5,963,890 shares of our common stock in our at-the-market offering and our receipt of approximately

$1.4 million in net proceeds in connection therewith, (ii) the issuance of 25,000,000 shares of our common stock and warrants exercisable for 25,000,000 shares of our common stock in a registered direct offering in June 2026, and (iii) the issuance of 10,984,848 shares of our common stock in connection with the acquisition of Columbia Power Technologies, Inc. in July 2026.

number of shares outstanding immediately after this offering excludes shares issuable upon exercise of the common warrants sold in this offering, as well as (i) options representing the right to purchase a total of 12,978 shares of common stock at a weighted average exercise price of approximately $53.53 per share as of October

22, 2026, (ii) unvested restricted and performance stock units representing the right to acquire a total of 584,581 shares of common stock as of October 22,

2026, (iii) 833,334 shares of common stock issuable upon exercise of certain outstanding warrants, (iv) 2,929,153 shares of common issuable upon conversion of outstanding convertible notes, and (v) 1,576,405 shares of common issued since July 31, 2026 upon conversion of outstanding convertible notes.

that such net proceeds will be approximately $5.65 million, assuming no exercise of the common warrants.

Dilution 13 changes

pro forma net tangible book value as of April 30, 2026 was approximately $11.3 million or $0.04 per share. Pro forma net tangible book value represents net tangible book value adjusted to take into account the following events, subsequent to April 30, 2026: (i) the issuance of 5,963,890 shares of our common stock in our at-the-market offering and our receipt of approximately $1.4 million in net proceeds in connection therewith, (ii) the issuance of 25,000,000 shares of our common stock and warrants exercisable for 25,000,000 shares of our common stock in a registered direct offering in June 2026, and (iii) the issuance of 10,984,848 shares of our common stock in connection with the acquisition of Columbia Power Technologies, Inc. in July 2026.

you invest in our securities, you will experience dilution to the extent of the difference between the public offering price you pay in this offering and the net tangible book value per share of our common stock immediately after this offering. Our net tangible book value as of April 30, July 31, 2026, was approximately $0.6 $(3.41) million. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of outstanding shares of our common stock.

Our pro forma net tangible book

value as of July 31, 2026 was approximately $(1.98) million or $(0.1873) per share. Pro forma net tangible book value represents net tangible book value adjusted to take into account the issuance of 1,576,405 shares of common stock upon the conversion of outstanding convertible notes subsequent to July 31, 2026.

After giving effect to the pro

giving effect to the pro forma adjustments described in the preceding sentence and the sale of 9,375,000 shares of common stock by us at an assumed combined public offering price of $ $0.64 per share of common stock and accompanying common warrant and after deducting our estimated offering expenses payable by us (assuming no sale of pre-funded warrants and excluding any cash to be received upon exercise of the common warrants), our pro forma as-adjusted net tangible book value as of April 30, July 31, 2026 would have been approximately $ $3.67 million, or approximately $ per share. This represents an immediate increase in net tangible book value of approximately $ per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $ per share to new investors purchasing securities in this offering. Dilution per share to new investors is determined by subtracting the pro forma as adjusted net tangible book value per share of common stock after this offering from the combined public offering price per share of common stock and accompanying common warrant paid by new investors in this offering. The following table illustrates this calculation on a per share basis:

$0.1837 per share. This represents an immediate increase in net tangible book value of approximately $0.3710 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $0.4563 per share to new investors purchasing securities in this offering. Dilution per share to new investors is determined by subtracting the pro forma as adjusted net tangible book value per share of common stock after this offering from the combined public offering price per share of common stock and accompanying common warrant paid by new investors in this offering. The following table illustrates this calculation on a per share basis:

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as of April 30, 2026

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as of April 30, 2026

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table and discussion above are based on 228,460,085 shares of our common stock outstanding as of April 30, 2026 and excludes outstanding (i) options representing the right to purchase a total of 396,179 shares of common stock at a weighted average exercise price of approximately

$0.10 increase in the assumed combined public offering price to $0.74 per share and accompanying common warrants, would increase our as adjusted net tangible book value as of July 31, 2026, after giving effect to this offering, by approximately

$ increase in the assumed combined public offering price to $ per share and accompanying common warrant, would increase our as adjusted net tangible book value as of April 30, 2026, after giving effect to this offering, by approximately $ $881,250 and the dilution to our as adjusted net tangible book value per share to new investors in this offering by $ $0.0559 per share, assuming the number of shares of common stock and accompanying common warrant warrants offered by us, as set forth on the cover of this prospectus, remains the same, and after deducting the placement agent fees and estimated offering expenses payable by us, assuming no exercise of the common warrants and no sale of pre-funded warrants.

$1.83 table and discussion above are based on 7,615,337 shares of our common stock outstanding as of April 30, 2026 and excludes outstanding (i) options representing the right to purchase a total of 13,206 shares of common stock at a weighted average exercise price of approximately $54.90 per share as of April 30, 2026, and (ii) unvested restricted and performance stock units representing the right to acquire a total of 23,962,673 798,756 shares of common stock as of April 30, 2026. To the extent that the outstanding stock options may be exercised or other shares issued, investors purchasing our common stock in this offering will experience further dilution. In the event we need to raise additional capital in the future and we issue additional equity securities, our then existing stockholders may also experience dilution.

Dividend policy 4 changes

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and amended and restated bylaws (the bylaws ) are summaries and are qualified by reference to our certificate of incorporation and bylaws, which have been incorporated by reference as exhibits to the registration statement of which this prospectus supplement forms a part.

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As of September 1, 2026,

The number of shares outstanding

there were 270,138,823 immediately after this offering excludes shares issuable upon exercise of the common stock outstanding, and no shares of preferred stock were issued or outstanding. warrants sold in this excludes, offering, as of September 1, 2026, well as outstanding (i) options representing the right to purchase a total of 388,715 12,978 shares of common stock at a weighted average exercise price of approximately $1.76 $53.53 per share as of October 22, 2026, (ii) unvested restricted and performance stock units representing the right to acquire a total of 21,571,787 584,581 shares of common stock and as of October 22, 2026, (iii) 25,000,000 833,334 shares of common stock issuable upon exercise of certain outstanding warrants and (iv) 2,929,153 shares of common issuable upon conversion of outstanding convertible notes.

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Description of the securities 41 changes

this offering, we are offering up to shares of our common stock and pre-funded warrants to purchase shares of common stock and common warrants to purchase up to shares of our common stock. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decrease on a one-for-one basis.

In this offering, we are

offering up to 9,375,000 shares of our common stock and common warrants to purchase up to 9,375,000 shares of our common stock.

are also registering the shares of our common stock issuable from time to time upon exercise of the pre-funded warrants and common warrants offered hereby.

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following summary of certain terms and provisions of the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the pre-funded warrants. Prospective investors should carefully review the terms and provisions of the form of the pre-funded warrants for a complete description of the terms and conditions.

pre-funded warrants offered hereby will entitle the holders thereof to purchase up to an aggregate of shares of common stock at an initial exercise price of $0.0001 per share of common stock.

pre-funded warrants will be exercisable immediately upon issuance and will expire when exercised in full.

pre-funded warrants will be issued in certificated form. The exercise price is subject to appropriate adjustment upon certain subdivisions or combinations of the common stock or a common stock distribution or dividend payable in shares of common stock.

pre-funded warrants will be exercisable immediately upon issuance and will expire when exercised in full. The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional shares, at our option, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

holder may not exercise any portion of the pre-funded warrants to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or 9.99% if initially requested by a holder) of the outstanding shares of common stock after exercise, except that upon at least 61 days prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares after exercising the holder s pre-funded warrants to up to 9.99% of the number of our shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants.

lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the pre-funded warrants.

to applicable laws and the restriction on transfer set forth in the pre-funded warrants, the pre-funded warrants may be transferred at the option of the holder upon surrender of the pre-funded warrants to us together with the appropriate instruments of transfer.

is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply to list the pre-funded warrants on any securities exchange. Without an active market, the liquidity of the pre-funded warrants will be limited. In addition, in the event the price of our common stock does not exceed the per share exercise price of the pre-funded warrants during the period when the pre-funded warrants are exercisable, the pre-funded warrants will not have any value.

at any time while the pre-funded warrants are outstanding, we declare or make any dividend of our assets (or right to acquire our assets)

to the holders of shares of Common Stock, by way of return of capital or otherwise (a Distribution ), then holders of the pre-funded warrants shall be entitled to participate in such Distribution to the same extent that the holder of the pre-funded warrants would have participated had such holder held the number of shares of Common Stock acquirable upon complete exercise of the pre-funded warrants (without regard to the beneficial ownership limitation unless such distribution would cause the holder to exceed such limitation).

the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of more than 50% of the voting power represented by our outstanding common stock, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the pre-funded warrants. In the event of a fundamental transaction, we are required to cause any successor entity to assume all of our obligations under the pre-funded warrants.

holder of a pre-funded warrant does not generally have the rights or privileges of a holder of our common stock, including any voting rights, until it exercises his, her or its pre-funded warrants.

following summary of certain terms and provisions of the common warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the common warrants. Prospective investors should carefully review the terms and provisions of the form of the common warrants for a complete description of the terms and conditions.

warrants offered hereby will entitle the holders thereof to purchase up to an aggregate of shares of common stock at an initial exercise price of $ per share of common stock.

common warrants will be exercisable immediately upon issuance and will expire on the five (5) year anniversary of the initial exercise date.

common warrants will be issued in certificated form. The exercise price is subject to appropriate adjustment upon certain subdivisions or combinations of the common stock or a common stock distribution or dividend payable in shares of common stock.

common warrants will be exercisable immediately upon issuance and will expire on the five (5) year anniversary of the initial exercise date, after which time holders of the common warrants will have no further rights to exercise the common warrants. The common warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). No fractional shares of common stock will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, at our option, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

holder may not exercise any portion of the common warrants to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or 9.99% if initially requested by a holder) of the outstanding shares of common stock after exercise, except that upon at least 61 days prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares after exercising the holder s common warrants to up to 9.99% of the number of our shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants.

at the time a holder exercises its common warrants there is no effective registration statement registering, or the prospectus contained therein is not available for an issuance of the shares underlying the common warrants to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common shares determined according to a formula set forth in the common warrants.

to applicable laws and the restriction on transfer set forth in the common warrants, the common warrants may be transferred at the option of the holder upon surrender of the common warrants to us together with the appropriate instruments of transfer.

is no established public trading market for the common warrants, and we do not expect a market to develop. We do not intend to apply to list the common warrants on any securities exchange. Without an active market, the liquidity of the common warrants will be limited.

In addition, in the event the price of our common stock does not exceed the per share exercise price of the common warrants during the period when the common warrants are exercisable, the common warrants will not have any value.

at any time while the common warrants are outstanding, we declare or make any dividend of our assets (or right to acquire our assets)

to the holders of shares of Common Stock, by way of return of capital or otherwise (a Distribution ), then holders of the common warrants shall be entitled to participate in such Distribution to the same extent that the holder of the common warrants would have participated had such holder held the number of shares of Common Stock acquirable upon complete exercise of the common warrants (without regard to the beneficial ownership limitation unless such distribution would cause the holder to exceed such limitation).

the event of a fundamental transaction, as described in the common warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of more than 50% of the voting power represented by our outstanding common stock, the holders of the common warrants will be entitled to receive upon exercise of the common warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the common warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the common warrants. In the event of a fundamental transaction, we are required to cause any successor entity to assume all of our obligations under the common warrants. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the common warrants will have the right to require us or a successor entity to purchase the common warrant for cash in the amount of the Black Scholes Value (as defined in the common warrant) of the unexercised portion of the common warrants concurrently with or within 30 days following the consummation of a fundamental transaction. However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the common warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the common warrant that is being offered and paid to the holders of common stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of common stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.

holder of a common warrant does not generally have the rights or privileges of a holder of our common stock, including any voting rights, until it exercises his, her or its common warrants.

common warrants are exercisable at any time or

times on or after the initial exercise date and have a term of five years from the initial exercise date. Each common warrant entitles the holder to purchase one share of common stock, and the common warrants issued to each purchaser will be exercisable for a number of shares equal to 100% of the shares of common stock purchased by such purchaser in this offering, in each case subject to adjustment as described below.

Price. The exercise price per share of common stock under the common warrants is $[*] per share, equal to 100% of the offering price per share in the offering, subject to adjustment in the event of share dividends, share splits, share combinations, reclassifications or similar events as provided in the common warrants. The holder of a common warrant will not be deemed a holder of the underlying shares of common stock until the common warrant is exercised, except as set forth therein.

Exercise. If at the time of exercise there is no effective registration statement registering, or the prospectus contained therein, is not available for, the issuance of the warrant shares to the holder or the resale of the warrant shares by the holder, the holder may, in its sole discretion, elect a cashless exercise in lieu of payment of the aggregate exercise price in cash. The net number of shares of common stock deliverable upon such cashless exercise is determined by a formula based on the volume weighted average price or bid price of the shares of common stock, the exercise price, and the number of shares being exercised. On the termination date, the common warrants will be automatically exercised via cashless exercise, subject to the beneficial ownership limitation.

Voluntary Adjustment.

Subject to the rules and regulations of the NYSE American, we may at any time during the term of the common warrants reduce the then current exercise price to any amount and for any period of time deemed appropriate by our Board.

Ownership Limitation. The common warrants may not be exercised to the extent that, after giving effect to such exercise, the holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% (or, upon election by the holder prior to issuance, 9.99%) of the outstanding shares of common stock, calculated in accordance with Section 13(d) of the Exchange Act. Upon notice to us, the holder may increase or decrease the beneficial ownership limitation, provided that it may not exceed 9.99%, and any increase will not be effective until 61 days after such notice is delivered to us.

Transactions. Upon the occurrence of a Fundamental Transaction (as defined in the common warrants), holders are entitled to receive, upon exercise, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the common warrant is exercisable immediately prior to such Fundamental Transaction.

In the event of a Fundamental Transaction, at the option of the holder, exercisable concurrently with or within 30 trading days after the consummation of the Fundamental Transaction, the Company (or the Successor Entity (as defined in the common warrants))

must purchase the common warrant from the holder at the Black Scholes Value (as defined in the common warrants) of the remaining unexercised portion; provided that, if the Fundamental Transaction is not within our control, including not approved by our Board, the holder will only be entitled to receive the same type or form of consideration (and in the same proportion) offered and paid to holders of our common stock.

Plan of distribution 28 changes

to an engagement letter agreement dated , October 21, 2026, we have engaged , D. Boral Capital LLC, referred to herein as the placement agent, to act as our exclusive placement agent in connection with this offering. Under the terms of the engagement letter, The placement agent is not purchasing the securities offered by us in this offering, and is not required to sell any specific number or dollar amount of securities, but will assist us in this offering on a reasonable best efforts basis.

The placement agent is not purchasing the securities offered by us in this offering, and is not required to sell any specific number or dollar amount of securities, but will assist us in this offering on a reasonable best efforts basis.

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Investors purchasing securities offered hereby will have the option to execute a securities purchase agreement with us. In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The placement agent may engage one or more sub-agents or selected dealers in connection with the offering. The ability to pursue a claim for breach of contract is material to larger purchasers in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) a covenant to not enter into variable rate financings for a period of one year following the closing of the offering, subject to an exception; and (ii) a covenant to not enter into any equity financings for days from closing of the offering, subject to certain exceptions.

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Public offering price

Placement agent fees

Proceeds to us (before expenses)

the event that any investor whom the placement agent had contacted during the term of its engagement or introduced to the Company during the term of our engagement of the placement agent provides any capital to us, in a public or private offering or other financing or capital-raising transaction of any kind, within the 12 months following the expiration or termination of the engagement of the placement agent, we shall pay the placement agent the cash compensation provided above, calculated in the same manner.

Offering price (1)(2)

Proceeds, before expenses, to us (3)

Each Offered Share and accompanying warrant are offered at an offering price of $0.64.

We have agreed to pay the placement agent a cash placement commission equal to 6.0% of the aggregate proceeds from this offering. We have also agreed to reimburse the placement agent up to $50,000 for expenses in connection with this offering. See Plan of Distribution beginning on page 19 for a description of compensation payable to the placement agent.

the closing of this offering, we will pay the placement agent a cash fee equal to 6.0% of the aggregate gross proceeds to us from the sale of the securities in the offering. We have also agreed to reimburse the placement agent up to $100,000 $50,000 for expenses. of legal counsel and clearing expenses of $15,950. We estimate the total expenses of this offering, which will be payable by us, excluding the placement agent fees and expenses, will be approximately $ .

and each of our officers and directors have agreed to be subject to a lock-up period of [*] days following the closing of this offering. This means that, during the applicable lock-up period, subject to certain exceptions, we may not issue, enter into an agreement to issue or announce the issuance or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares of common stock, and such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of our shares of common stock or any securities convertible into, or exercisable or exchangeable for, shares of common stock. The placement agent may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements. We have also agreed for one year [*] following the closing date to not issue any shares of common Stock or common stock equivalents in a Variable Rate Transaction (as defined in the securities purchase agreement), subject to certain exceptions. The placement agent may, in its sole discretion and without notice, waive the terms of this prohibition.

during the Term or within twelve (12) months thereafter the Company consummates any public or private financing with an investor introduced, contacted or otherwise sourced, directly or indirectly, by D. Boral during the Term, and identified in writing by D. Boral at the time of termination, then D. Boral shall be entitled to a cash fee equal to seven percent (7.0%) of the gross proceeds received by the Company, provided that no tail fee shall be payable if the Company terminates this

Agreement for cause (as provided in FINRA Rule 5110(g)(5)(B)).

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legal matters in connection with the securities offered hereby will be passed on for us by Porter Hedges LLP, Houston, Texas. is acting as counsel for the placement agent in connection with this offering. Sichenzia

Ross Ference Carmel LLP, New York, New York is acting as counsel for the placement agent in connection with this offering.

11 unchanged paragraphs

10-Q for the fiscal quarter ended July 31, 2026, filed with the SEC on September 14, 2026 (File No. 001-33417);

1 unchanged paragraph

11, 2026 , September

17, 2026 , September

19, 7, 2026 and October 28, 2026 (File No. 001-33417) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K); and the description of our common stock set forth in our registration statement on Form

10 unchanged paragraphs

Warrants to Purchase Up to Shares of Common

to Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants and

to Purchase Up to 9,375,000 Shares of Common Stock

Common Warrants to purchase

up to 9,375,000 Shares of Common Stock

Up to 9,375,000 Shares of Common

Stock underlying the Common Warrants

17 unchanged paragraphs

Exhibits 28 changes

10 unchanged paragraphs

and Restated Certificate of Designations of Series A Participating Preferred Stock of Ocean Power Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Ocean Power Technologies, Inc. with the Securities and Exchange and Restated Bylaws of Amendment to the Company Certificate of Incorporation of Ocean Power Technologies, Inc. filed with the Secretary of State of the State of Delaware on September 11, 2026 (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed with the Securities and Exchange Commission by Ocean Power Technologies, Inc. on July 5, 2024). September 11, 2026).

and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on July 5, 2024).

5 unchanged paragraphs

of Pre-Funded Warrant.**

40 unchanged paragraphs

of Securities Purchase Agreement among the Company and the purchasers named therein.**

Consent of Baker Tilly US, LLP.++

of Exchange Agreement dated as of September 25, 2026, by and between the Company and the Noteholders (incorporated by reference to

Exhibit 10.1 to the Company s Current Report on Form 8-K filed on September 25, 2026).

of Series D Convertible Note issued on September 25, 2026 (incorporated by reference to Exhibit 10.2 to the Company s Current

Report on Form 8-K filed on September 25, 2026).

of Amendment Agreement dated as of September 25, 2026 by and between the Company and the Warrantholders (incorporated by reference to Exhibit 10.3 to the Company s Current Report on Form 8-K filed on September 25, 2026).

Form of Securities Purchase Agreement.**

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company s Annual Report on Form 10-K filed on August of the registrant (incorporated by reference to Exhibit 21.1 to the Company s Annual Report on Form 10-K filed on August 19, of Baker Tilly US, LLP. (previously filed).

1 unchanged paragraph

Filing Fees Table.++

of Attorney (previously filed).

Fees Table (previously filed).

20 unchanged paragraphs

to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Monroe, State of New Jersey, on the 8th 29 th day of September, October, 2026.

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OF ATTORNEY AND SIGNATURES

the undersigned officers and directors of Ocean Power Technologies, Inc., hereby, severally constitute and appoint Philipp Stratmann and Robert Powers, each of them singly, our true and lawful attorneys with full power to them and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-1 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and any subsequent registration statement for the same offering which may be filed under Rule 462(b) and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Ocean Power Technologies, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto or to any subsequent registration statement for the same offering which may be filed under Rule 462(b).

President and Chief Executive Officer

requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

1 unchanged paragraph

and Director (Principal Executive Officer)

Acting Chief Financial Officer (Principal Financial Officer and

Principal Accounting Officer)

/s/ Joseph A. DiGuardo Jr.

Acting Chairman of the Board and Director

1 unchanged paragraph

Chairman of the Board and Director

/s/ Clyde W. Hewlett

/s/ Corliss J. Montesi