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 July 31, 2025

☐	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 September 12, 2025, the number of outstanding shares of common stock of the registrant was 183,014,497.

OCEAN POWER TECHNOLOGIES, INC.

INDEX TO FORM 10-Q

	Page Number
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of July 31, 2025 (unaudited) and April 30, 2025	3
Unaudited Consolidated Statements of Operations for the three months ended July 31, 2025 and 2024	4
Unaudited Consolidated Statement of Shareholders’ Equity for the three months ended July 31, 2025 and 2024	5
Unaudited Consolidated Statements of Cash Flows for the three months ended July 31, 2025 and 2024	6
Notes to Unaudited Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II — OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	32
Item 6. Exhibits	32

	July 31, 2025			April 30, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	9,860		$	6,715
Accounts receivable, net		2,207			1,191
Contract assets		555			1,088
Inventory		4,865			4,222
Other current assets		893			400
Total current assets		18,380			13,616
Property and equipment, net		4,703			3,444
Intangibles, net		3,456			3,490
Right-of-use assets, net		1,388			1,552
Restricted cash, long-term		154			154
Goodwill		8,537			8,537
Total assets	$	36,618		$	30,793
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,283		$	568
Earnout payable		250			300
Convertible notes payable (Note 13)		7,107			—
Derivative liability (Note 13)		570			—
Accrued expenses		1,293			1,271
Right-of-use liabilities, current portion		981			1,150
Contract liabilities		135			—
Total current liabilities		11,619			3,289
Deferred tax liability		203			203
Right-of-use liabilities, less current portion		606			649
Total liabilities		12,428			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 178,312,252 shares and 172,050,563 shares, respectively; outstanding 171,263,086 shares and 95,573,789 shares, respectively		178			172
Treasury stock, at cost; 787,477 and 787,477 shares, respectively		(1,018	)		(1,018	)
Additional paid-in capital		361,508			356,588
Accumulated deficit		(336,478	)		(329,090	)
Accumulated other comprehensive loss		—			—
Total shareholders’ equity		24,190			26,652
Total liabilities and shareholders’ equity	$	36,618		$	30,793


	Three months ended July 31,
	2025			2024

Revenues	$	1,182		$	1,301
Cost of revenues		1,205			854
Gross margin		(23	)		447

Operating expenses		7,055			4,920
Operating loss		(7,078	)		(4,473	)

Interest (expense)/income, net		(310	)		3
Other income, net		—			17
Loss before income taxes		(7,388	)		(4,453	)
Income tax benefit		—			—
Net loss		(7,388	)		(4,453	)
Basic and diluted net loss per common share	$	(0.04	)	$	(0.05	)
Weighted average shares used to compute basic and diluted net loss per common share		172,969,163			81,951,002


	Three Months Ended July 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, 2025		172,050,563	$	172		(787,477	)	$	(1,018	)	$	356,588	$	(329,090	)	$	—		26,652
Net loss		—		—		—			—			—		(7,388	)		—		(7,388	)
Share-based compensation		—		—		—			—			2,399		—			—		2,399
Issuance of common stock – AGP At The Market Offering, net of issuance costs		694,949		1		—			—			337		—			—		338
Issuance of common stock - Convertible Debt, net of issuance costs		5,566,740		5		—			—			2,184		—			—		2,184
Balances at July 31, 2025		178,312,252	$	178		(787,477	)	$	(1,018	)	$	361,508	$	(336,478	)	$	—	$	24,190

	Three Months Ended July 31, 2024
	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
Balance		61,352,731	$	61		(88,017	)	$	(369	)	$	327,276	$	(307,579	)	$	(45	)		19,344

Net loss		—		—		—			—			—		(4,453	)		—			(4,453	)
Share-based compensation		—		—		—			—			259		—			—			259
Common stock issued related to bonus and earnout payments		2,864,808		3		—			—			627		—			—			630
Issuance of common stock - Cantor At The Market offering, net of issuance costs		31,444,267		32		—			—			6,497		—			—			6,529
Balances at, July 31, 2024		95,661,806	$	96		(88,017	)	$	(369	)	$	334,659	$	(312,031	)	$	(45	)	$	22,310
Balances		95,661,806	$	96		(88,017	)	$	(369	)	$	334,659	$	(312,031	)	$	(45	)	$	22,310

	July 31, 2025		April 30, 2025
	(in thousands)
Cash and cash equivalents	$	9,860	$	6,715
Restricted cash- long term		154		154
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	10,014	$	6,869

Description		Estimated depreciable life

Equipment		5-7 years
Computer equipment & software		3 years
Office furniture & fixtures		3-7 years
Leasehold improvements		Shorter of the estimated useful life or lease term
Leased Power Buoy assets		10 years
Leased WAM-V assets		10 years


	Three months ended July 31, 2025						Three months ended July 31, 2024
	ASC 606		ASC 842		Total		ASC 606		ASC 842		Total
	(in thousands)						(in thousands)
Product Line:
WAM-V	$	1,038	$	67	$	1,105	$	822	$	67	$	889
Buoy		66		—		66		—		—		—
Services		11		—		11		412		—		412
Total	$	1,115	$	67	$	1,182	$	1,234	$	67	$	1,301

Region:
North and South America	$	134	$	—	$	134	$	1,230	$	—	$	1,230
EMEA		980		67		1,047		4		67		67
Asia and Australia		1		—		1		—		—		—
Total	$	1,115	$	67	$	1,182	$	1,234	$	67	$	1,301
Revenue	$	1,115	$	67	$	1,182	$	1,234	$	67	$	1,301

	July 31, 2025		April 30, 2025		April 30, 2024
	(in thousands)
Accounts receivable	$	2,207	$	1,191	$	796
Contract assets	$	555	$	1,088	$	18
Contract liabilities	$	135	$	—	$	302

	Three months ended July 31, 2025			Three months ended July 31, 2024
	(in thousands)
Transferred to receivables from contract assets recognized	$	(644	)	$	(104	)
Revenue recognized and not billed		111			563
Net change in contract assets	$	(533	)	$	459

	July 31, 2025
	(in thousands)
Operating lease:
Operating right-of-use assets, net	$	1,388

Right-of-use liabilities- current	$	981
Right-of-use liabilities- long term		606
Total lease liabilities	$	1,587

Weighted average remaining lease term- operating leases		2.00 years
Weighted average discount rate- operating leases		8.4	%

	July 31, 2025
	(in thousands)
Remainder of fiscal year 2026	$	970
2027		367
2028		337
2029		28
2030		—
thereafter		—
Total future minimum lease payments	$	1,702
Less imputed interest		(115	)
Total	$	1,587

	Shares Underlying Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)
Outstanding as of April 30, 2025		483,342	$	2.59		6.3
Granted		—	$	—
Exercised		—	$	—
Cancelled/forfeited		—	$	—
Outstanding as of July 31, 2025		483,342	$	2.59		6.1
Exercisable as of July 31, 2025		425,440	$	2.85		5.9

	Number of Shares		Weighted Average Price per Share
Unvested at April 30, 2025		—	$	—
Granted		150,000	$	0.56
Vested and issued		—	$	—
Cancelled/forfeited		—	$	—
Unvested at July 31, 2025		150,000	$	0.56

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2	Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly.

Level 3	Inputs that are unobservable for the asset or liability.

	Fair Value
Derivative liability - issuance	$	699
Change due to conversion of notes		(129	)
Derivative liability - July 31, 2025	$	570

		Level				July 31, 2025				July 31, 2024
Derivative liability			3			$	570			$	–

	2025			2024
	Three month ended July 31,
	2025			2024
	(in thousands)
Revenue	$	1,182		$	1,301
Less:
Cost of sales		1,205			854
Product development costs		136			164
Employee-related costs		2,285			1,670
Professional, consulting and contractor fees		977			1,578
General and administrative costs		652			634
Facilities costs		379			378
Stock based compensation		2,399			259
Depreciation and amortization expense		227			237
Other expense (income)		—			(17	)
Interest income		310			(3	)
Net loss	$	(7,388	)	$	(4,453	)

	●	our ability to improve, market and commercialize our products, and achieve and sustain profitability;
	●	our continued improvement of our proprietary technologies, and expected continued use of cash from operating activities unless or until we achieve positive cash flow from the commercialization of our products and services;
	●	changes in current legislation, regulations and economic conditions regarding Federal governmental tariffs, the implementation on the new US Department of Governmental Efficiency (“DOGE”) and related DOGE federal governmental budget cuts and the potential that this affects the demand for, or restrict the use of, our products and services;
	●	our ability to obtain additional funding, as and if needed, which will be subject to several factors, including market conditions, our financial condition and our operating performance;
	●	our ability to comply with the covenants and other obligations under our convertible notes;
	●	our ability to do business with properly qualified customers that have good credit ratings and pay their obligation on a timely basis;
	●	the ability to continue as a going concern;
	●	our history of operating losses, which we expect to continue for at least the short-term and possibly longer;
	●	our ability to manage challenges and expenses associated with communications and disputes with activist shareholders, including litigation;
	●	our ability to manage and mitigate risks associated with our internal cyber security protocols and protection of the data we collect and distribute;
	●	our ability to protect our intellectual property portfolio;
	●	the impact of potential inflation related to the U.S. dollar on our business, operations, customers, suppliers, manufacturers, and personnel;
	●	our ability to meet product enhancement, manufacturing and customer delivery deadlines and the potential impact due to disruptions to our supply chain or our ability to identify vendors that can assist with the prefabrication elements of our products, as a result of, among other things, staff shortages, order delays, and increased pricing from vendors and manufacturers;
	●	our forecasts and estimates regarding future expenses, revenue, gross margin, cash flow and capital requirements;
	●	our ability to identify and penetrate markets for our products, services, and solutions;
	●	our ability to effectively respond to competition in our targeted markets;
	●	our ability to establish relationships with our existing and future strategic partners which may not be successful;
	●	our ability to maintain the listing of our common stock on the NYSE American;
	●	the reliability and continuous improvement of our technology, products and solutions;
	●	our ability to increase or more efficiently utilize the synergies available from our product lines:
	●	our ability to expand markets across geographic boundaries;
	●	our ability to be successful with Federal government work which is complex due to various statutes and regulations applicable to doing business with the Federal government;
	●	our ability to be successful doing business internationally which requires strict compliance with applicable statutes and regulations;
	●	the current geopolitical world uncertainty, including tariffs, Russia’s invasion of Ukraine, the Israel/Palestine conflict and previous attacks on merchant ships in the Red Sea;
	●	the potential impact that new foreign country tariffs may have on our ability (i) to source and procure necessary raw materials for the manufacture and provision of our products and services; and (ii) to deliver our products to such foreign countries;
	●	our 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.

	Three months ended July 31,
Customer Location*	2025			2024

North America & South America		11	%		95	%
EMEA		89	%		5	%
Asia & Australia		<1	%		—	%
		100	%		100	%

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