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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 Exchange Act of 1934

Date\nof Report (Date of earliest event reported): October 26, 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\n		001-33417\n		22-2535818
(State\nor other jurisdiction \nof incorporation)\n\n		(Commission \nFile\nNumber)		(I.R.S.\nEmployer \nIdentification No.)

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

28\nEngelhard Drive, Suite\nB \nMonroe\nTownship,\nNew\nJersey		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

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under\nthe 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. ☐

Item\n4.01. Change in Registrant’s Certifying Accountant.

(a)\nDismissal of Previous Independent Registered Public Accounting Firm.

Effective\nJune 2, 2025, Moss Adams LLP (“Moss Adams”), our independent registered public accounting firm for the fiscal year ended\nApril 30, 2025, completed its merger with Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the\nmerger, Moss Adams resigned as the auditors of the Company and the Audit Committee of the Company’s Board of Directors approved\nthe appointment of Baker Tilly, as the successor to Moss Adams, as the Company’s independent registered public accounting firm.\nOn October 26, 2026, our Audit Committee dismissed Baker Tilly as the Company’s independent registered public accounting firm,\neffective immediately. The decision by the Audit Committee was made to save on audit fees and costs, among other factors.

Baker\nTilly’s audit reports on the Company’s consolidated financial statements for each of the fiscal years ended April 30, 2026\nand 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope\nor accounting principles, except that Baker Tilly’s report on the Company’s consolidated financial statements for the year\nended April 30, 2026, contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as\na going concern.

During\nthe Company’s two fiscal years ended April 30, 2026 and 2025, and during the subsequent interim period through October 26, 2026,\nthere were (i) no disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure\nor auditing scope or procedures, which if not resolved to Baker Tilly’s satisfaction, would have caused Baker Tilly to make reference\nto the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such years, and\n(ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as disclosed in Item 9A of the Company’s\nAnnual Report for the fiscal year ended April 30, 2026, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended\nJuly 31, 2026, the Company identified material weaknesses in its internal control over financial reporting relating to the following:

● The\nCompany did not design and maintain effective controls over the identification, evaluation, valuation and accounting for complex and/or\nnon-routine transactions, including transactions related to revenue recognition and convertible debt agreements. Specifically, the Company\ndid not design and maintain effective controls to ensure that complex and/or non-routine transactions were appropriately identified,\nevaluated, valued and accounted for in accordance with generally accepted accounting principles in the United States.

●\nThe Company did not design and maintain effective controls over the completeness and accuracy of key data elements and system generated\nreports derived from our inventory management system used in financial reporting. Specifically, the Company did not design and maintain\neffective controls related to inventory movements to validate inventory aging, and consequently, there were insufficient controls over\nthe completeness and accuracy of key data elements used in evaluating the appropriateness of the valuation of inventory.

The\nCompany provided Baker Tilly with a copy of the foregoing disclosures prior to filing and requested that Baker Tilly furnish a letter\naddressed to the SEC stating whether or not Baker Tilly agrees with the statements above. Baker Tilly provided its letter dated October\n28, 2026 to the SEC, stating that it agreed

A\ncopy of Baker Tilly’s letter dated October 28, 2026 is filed as Exhibit 16.1 to this Report.

(b)\nAppointment of New Independent Registered Public Accounting Firm.

Effective\nOctober 26, 2026, the Audit Committee of the Board (the “Audit Committee”) appointed Carr, Riggs & Ingram, L.L.C. (“CRI”)\nas the Company’s independent registered public accounting firm for the Company’s fiscal year ending April 30, 2027. CRI’s\nPCAOB firm ID is 213.

During\nthe Company’s two most recent fiscal years ended April 30, 2026 and April 30, 2025 and during the subsequent interim period through\nOctober 26, 2026, neither the Company nor anyone acting on its behalf has consulted with CRI, regarding either: (i) the application of\naccounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s\nconsolidated financial statements, and neither a written report nor oral advice was provided to the Company that CRI concluded was an\nimportant factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii)\nany matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable\nevent” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item\n8.01 Other Events.

On\nOctober 26, 2026, the Company issued a press release announcing execution of a letter of intent with Stratum Holdings for a proposed\nstrategic collaboration to demonstrate offshore renewable-powered data center assets. A copy of the press release is filed as Exhibit\n99.1 to this Report.

Item\n9.01 Financial Statements and Exhibits.

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

16.1	Letter\n from Baker Tilly US, LLP to the Securities and Exchange Commission dated October 28, 2026.

99.1	Press release issued on October 26, 2026.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date:\nOctober 28, 2026

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

	OCEAN\n POWER TECHNOLOGIES, INC.

	/s/\n Tracy Pagliara
	Tracy\n Pagliara
	Acting\n President and Chief Executive Officer

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