Ocean Power Technologies: securities offering (amended)

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

have engaged D. Boral Capital LLC (the "placement agent") to act as our placement agent in connection with this offering pursuant to a placement agency agreement between us and the placement agent, dated November [*], 2026. 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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Plan of distribution 8 changes

to an engagement letter a placement agency agreement dated October 21, November [*], 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, placement agency agreement, 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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Under the terms of the engagement letter, the placement agent has no authority to bind us. The placement agent may engage sub-agents or selected dealers to assist with this offering. This is a best efforts offering and there is no minimum amount of proceeds that is a condition to closing of this offering. We might not sell the entire amount of our shares of Common Stock offered pursuant to this prospectus.

Under the terms of the placement agency agreement, the placement agent has no authority to bind us. The placement agent may engage sub-agents or selected dealers to assist with this offering. This is a best efforts offering and there is no minimum amount of proceeds that is a condition to closing of this offering. We might not sell the entire amount of our shares of Common Stock offered pursuant to this prospectus. 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: a covenant to not enter into any equity financings for days from closing of the offering, subject to certain exceptions.

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regarding matters such as registration of the offering of the warrant shares, the filing of a Current Report on Form 8-K to disclose entering into these securities purchase agreements, the providing of material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of common stock, and prohibitions on subsequent equity sales for [*] 30 days, subject to certain exceptions.

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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 $50,000 for expenses. We estimate the total expenses of this offering, which will be payable by us, excluding the placement agent fees and expenses, will be approximately $150,000.

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 [*] 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.

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 $50,000 for expenses. We estimate the total expenses of this offering, which will be payable by us, excluding the placement agent fees and expenses, will be approximately 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)).

have agreed to indemnify the placement agent and specified other persons against certain liabilities relating to or arising out of the placement agent's activities under its engagement letter, the placement agency agreement, including liabilities under the Securities Act, and to contribute to payments that the placement agent may be required to make in respect of such liabilities.

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Exhibits 7 changes

Form of Placement Agency Agreement.++

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Form of Common Warrant.++

Opinion of Porter Hedges LLP.++

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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). 2026).

Consent of Baker Tilly US, LLP. ++.

Consent of Porter Hedges LLP (included in Exhibit 5.1).++

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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 29 5 th day of October, November, 2026.

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