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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

Form\n8-K

Current\nReport Pursuant to Section 13 or 15(d) of

the\nSecurities Act of 1934

Date\nof Report (Date of earliest event reported): September 30, 2026

Ocean\nPower Technologies, Inc.

(Exact\nname of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware

001-33417

22-2535818

(State\n or other jurisdiction

of\n incorporation)

(Commission

File\n Number)

(I.R.S.\n Employer

Identification\n No.)

\n \n \n \n \n \n \n \n \n

28\n Engelhard Drive, Suite B

Monroe\n Township, New Jersey

08831

(Address\n of principal executive offices)

(Zip\n Code)

(609)\n730-0400

(Registrant’s\ntelephone number, including area code)

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions (see General Instruction A.2. below):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	☐	Written\n communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting\n material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement\n communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement\n communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities\nregistered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class	Trading\n Symbol (s)	Name\n of each exchange on which registered
Common\n Stock $0.001 Par Value	OPTT	NYSE\n American
Series\n A Preferred Stock Purchase Rights	N/A	NYSE\n American

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)\nor Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging\ngrowth company ☐

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

\n\n \n \n

Item\n 1.01

Entry into a Material Definitive Agreement.

CFO\nAgreement

As\ndescribed below under Item 5.02, effective September 30, 2026, Ocean Power Technologies, Inc. (the “Company”) entered into\nan engagement agreement with Flexible Consulting, LLC (“Flexible Consulting”), a financial and accounting consulting firm,\nfor the services of Victoria Hay as interim Chief Financial Officer of the Company. The Board is also in the process of conducting a\nsearch for a permanent Chief Financial Officer.

Powers\nSeparation Agreement

On\nSeptember 30, 2026, Robert Powers entered into a Severance Agreement and General Release (the “Powers Agreement”) with the\nCompany in connection with his departure from the Company described below under Item 5.02. Pursuant to the Powers Agreement, Mr. Powers\nwill receive six months of base salary and the balance of his agreed fiscal 2026 bonus. He also will receive continued Company health\nbenefits through October 31, 2026. In exchange, he provided the Company with a general release. He will remain employed by the Company\nthrough October 14, 2026 to assist with the transition of his duties.

The\nforegoing summary is qualified in its entirety by reference to the full and complete terms of the Powers Agreement which will be filed\nwith the Company’s next Quarterly Report on Form 10-Q.

\n\n \n \n

Item\n 1.02

Termination of a Material Definitive Agreement.

As\ndescribed below under Item 5.02, the employment letter of Robert Powers with the Company dated as of December 13, 2021 was terminated\nin connection with his departure from the Company as\nChief Financial Officer effective September 30, 2026.

\n\n \n \n

Item\n 5.02

Departure of Directors or Certain Officers; Election of\nDirectors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Change\nin Principal Financial Officer and Principal Accounting Officer

On\nSeptember 30, 2026, Robert Powers departed from\nhis role as Chief Financial Officer of the\nCompany, upon mutual agreement with the Board. As described under Item 1.02 above, Mr. Power’s employment letter with the Company\ndated as of December 13, 2021 was also terminated effective as of such date. Mr. Powers departed\nthe Company after helping establish the Company’s operational foundation. The Board thanks Mr. Powers for his leadership, contributions\nand dedication to the Company.

In\nconnection with Mr. Power’s departure, effective September 30, 2026, the Company entered into an engagement agreement (the “CFO\nAgreement”) with Flexible Consulting whereby Victoria Hay will serve as interim Chief Financial Officer, Principal Financial Officer\nand Principal Accounting Officer of the Company. Mrs. Hay, 43, has\nbeen the co-owner and President of Flexible Consulting since May 2021. In her capacity as President of Flexible Consulting, Mrs. Hay\nhas acted as a financial and accounting advisor for numerous companies, including acting as contracted Interim Chief Financial Officer\nof Nauticus Robotics and Chief Financial Officer of ECD Automotive Design, Inc.. Prior to her time at Flexible Consulting,\nLLC, Mrs. Hay was at Weatherford International plc from 2008 to May 2021 in accounting and finance roles of increasing seniority, most\nrecently as the Senior Director - Global Accounting and Reporting Services. Mrs. Hay began her career as a finance analyst with Morgan\nStanley. Mrs. Hay is a CIMA chartered accountant and has a BSC (Hon) in Biotechnology and Management from Edinburgh University.

Mrs.\nHay, through Flexible Consulting, will receive cash compensation of $30,000 per month and monthly expense reimbursement.

There\nis no arrangement or understanding between Mrs. Hay and any other person pursuant to which she was to be selected as an officer, and\nthere is no family relationship between Mrs. Hay and any of the Company’s directors, executive officers, or any person nominated\nor chosen by the Company to become a director or executive officer.

The\nforegoing summary is qualified in its entirety by reference to the full and complete terms of the CFO Agreement which will be filed with\nthe Company’s next Quarterly Report on Form 10-Q.

SIGNATURE

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned thereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Ocean\n Power Technologies, Inc.

Dated:\n October 6, 2026	/s/\n Tracy D. Pagliara
	Tracy\n D. Pagliara
	Acting\n President and Chief Executive Officer

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