Ocean Power Technologies Seeks Stockholder Approval for Convertible Notes Exchange and Potential Reverse Stock Split

Exchange Agreements: Company issued $7.797 million in Series D Senior Convertible Notes on September 25, 2026 in exchange for cancellation of Series C-1 Senior Convertible Notes, with interest at 4.5% per annum and maturity on October 1, 2027.

Conversion terms: Notes are convertible at $2.45 per share or 93% of the lowest VWAP during the seven trading days prior to conversion, subject to a 19.99% issuance cap until stockholder approval is obtained.

Potential dilution: If fully converted at the Record Date, investors would receive approximately 3.18 million shares representing 25.9% of the 12.28 million shares outstanding.

Reverse split proposal: Board seeks authorization for a reverse stock split at a ratio not exceeding 6.6-for-1 within one year to maintain NYSE American listing compliance.

NYSE American delisting risk: New NYSE American rules would result in automatic delisting if stock price falls below $0.25 after July 1, 2027, creating urgency for the reverse split authorization.

Voting requirements: Exchange Agreement proposal requires majority vote and is a non-routine matter where broker non-votes count against; reverse split and adjournment are routine matters.

Proxy solicitor: Sodali & Co. LLC is assisting with solicitation for a fixed fee of $25,000 plus expenses.