UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April
    30,
    2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number
    001-33417
  
  Delaware

22-2535818(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1590 REED
    ROAD
 PENNINGTON, NJ 08534
 (Address of principal executive
    offices, including zip code)
  Registrants telephone number, including area code:
    (609) 730-0400
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.001

The Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Part of the Form 10-K into Which IncorporatedProxy Statement for the registrants 2011 Annual Meeting of
    Stockholders

III




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OCEAN
    POWER TECHNOLOGIES, INC.
  INDEX TO
    REPORT ON
    FORM 10-K
  PagePART IItem 1:


Business


4Item 1A:


Risk Factors


24Item 1B:


Unresolved Staff Comments


38Item 2:


Properties


38Item 3:


Legal Proceedings


39Item 4:


(Removed and Reserved)


39PART IIItem 5:


Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities


39Item 6:


Selected Financial Data


41Item 7:


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


42Item 7A:


Quantitative and Qualitative Disclosures About Market Risk


55Item 8:


Financial Statements and Supplementary Data


56Item 9:


Changes in and Disagreements With Accountants on Accounting and
    Financial Disclosure


56Item 9A:


Controls and Procedures


56Item 9B:


Other Information


56PART IIIItem 10:


Directors, Executive Officers and Corporate Governance


56Item 11:


Executive Compensation


56Item 12:


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


57Item 13:


Certain Relationships and Related Transactions, and Director
    Independence


57Item 14:


Principal Accountant Fees and Services


57PART IVItem 15:


Exhibits and Financial Statement Schedules


57   ® tm tm SM
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Special
    Note Regarding Forward-Looking Statements
  Form 10-K
     3




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PART I  ITEM 1.
    BUSINESS  Overview
    ®
  
    Our utility PowerBuoy system is capable of supplying
    electricity to a local or regional electric power grid. Our wave
    power stations will be comprised of a single PowerBuoy system or
    an integrated array of PowerBuoy systems, plus the remaining
    components required to deliver electricity to a power grid. We
    intend to sell our utility PowerBuoy system to utilities and
    other electrical power producers seeking to add electricity
    generated by wave energy to their existing electricity supply.
    In July 2007, our PowerBuoy interface with the electrical
    utility power grid was certified as compliant with international
    standards. Intertek, an independent laboratory, provided testing
    and evaluation services to certify that our grid connection
    systems comply with designated national and international
    standards. The PowerBuoy grid interface bears the Electrical
    Testing Laboratories (ETL) listing mark, and can be connected to
    the utility grid. In September 2010, working in conjunction with
    the US Navy and Hawaii Electric Company, our 40 kilowatt
    (kW)-rated PowerBuoy, located at Marine Corps Base Hawaii,
    became the first-ever grid connected wave energy device in the
    United States. In January 2011, our utility scale PB150
    structure and mooring system achieved independent certification
    from Lloyds Register. This certification confirms that the
    PB150 design complies with certain international standards
    promulgated for floating offshore installations. The
    Lloyds Register process included detailed design analysis
    and appraisals, addressing the PB150s structure,
    hydrodynamics, mooring and anchoring.
    Our autonomous PowerBuoy system is designed to generate
    power for use independent of the power grid in remote locations.
    We believe there are a variety of potential applications for
    this system, including homeland security, off-shore oil and gas
    platforms, aquaculture and ocean -based communication and data
    gathering such as for tsunami warnings.     4




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
    The United States Navy:  
    To develop and build wave power systems at the US Marine Corps
    base in Hawaii.
    To provide our PowerBuoy wave conversion system to the
    Navys Littoral Expeditionary Autonomous PowerBuoy (LEAP)
    Program.
    To provide PowerBuoy technology to a unique program for ocean
    data gathering. Under this program, we have built an autonomous
    PowerBuoy as the power source for the Navys Deep Water
    Active Detection System.  
    Pacific Northwest Generating Cooperative (PNGC Power) and the US
    Department of Energy, both of which are providing funding toward
    the construction, ocean installation, and ocean trials of a
    150kW PowerBuoy near Reedsport, Oregon.
    The Scottish Government, to develop a 150kW PowerBuoy ,which was
    deployed off the coast of Invergordon, Scotland in April 2011.
    Iberdrola S.A., or Iberdrola, which is a large electric utility
    company located in Spain and one of the largest renewable energy
    producers in the world, Total S.A. (Total), which is one of the
    worlds largest oil and gas companies, and two Spanish
    governmental agencies, for the first phase of the construction
    of a wave power station off the coast of Santoña, Spain.
    The US Department of Energy (DOE) and the UK Governments
    Technology Strategy Board (TSB) to help fund the
    scale-up of
    the power output per PowerBuoy from the current level of 150kW
    to 500kW.
    Mitsui Engineering and Shipbuilding, with which we are working
    to develop a wave power project in Japan.
    Leighton Contractors, a major Australian construction and
    infrastructure company, for the development of a wave power
    station in Victoria, Australia.  (609) 730-0400. www.oceanpowertechnologies.com. Form 10-K, Form 10-Q, Form 8-K
  Our
    Market
   5




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
    Rising cost of fossil fuels.  Although subject
    to short-term fluctuations, the cost of fossil fuel used to
    generate electricity has been generally rising and is likely to
    continue to rise in the future.
    Dependence on energy from foreign
    sources.  Many countries, including the United
    States, Japan and much of Europe, depend on foreign resources
    for a majority of their domestic energy needs. Concerns over
    political and economic instability in some of the leading fossil
    fuel producing regions of the world are encouraging consuming
    countries to diversify their sources of energy.
    Environmental concerns.  Environmental concerns
    regarding the contamination, pollution and by-products from
    fossil fuels have led many countries and several US states to
    agree to reduce emissions of carbon dioxide and other gases
    associated with the use of fossil fuels and to adopt policies
    promoting the development of cleaner technologies.
    Government incentives.  Many countries have
    adopted policies to provide incentives for the development and
    use of renewable energy sources, such as subsidies to encourage
    the commercialization of renewable energy power generation.    Wave
    Energy
      
    Scalability within a small site area.  Due to
    the tremendous energy in ocean waves, wave power stations with
    high capacity  50 megawatts (MW) and
    above  can be installed in a relatively small area.
    We estimate that, upon completion of the development of our
    500kW PowerBuoy system, we would be able to construct a wave
    power station that would occupy less of the ocean surface than
    an offshore wind power station of equivalent capacity.
    Predictability.  The supply of electricity from
    wave energy can be forecasted several days in advance. The
    amount of energy a wave hundreds of miles away will have when it
    arrives at a wave power station days later can be calculated
    based on satellite images and meteorological data with a high
    degree of accuracy. Power producers can use this information to
    develop sourcing plans to meet their short-term electricity
    needs.
    Constant source of energy.  The annual flow of
    waves at specific sites can be relatively constant. Based on our
    studies and analysis of our target sites, we believe our wave
    power stations will be able to produce usable electricity for
    approximately 90% of all hours during a year.
    Close to population centers.  The proximity of
    large population areas to large bodies of water means that power
    transmission infrastructure is often already in place and may be
    utilized for wave energy generation projects.   6




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Our
    Products
      
       wave-by-wave
   7




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Utility
    PowerBuoy System
          Status of
    Utility PowerBuoy System
     8




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Autonomous
    PowerBuoy System
      Status of
    Autonomous PowerBuoy System
  on-land
    Our
    Competitive Advantages
   9




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Our PowerBuoy system uses an ocean-tested technology to
    generate electricity.
  
    We have been conducting ocean tests for nearly 15 years in
    order to demonstrate the viability of our technology. We
    initiated our first ocean installation in 1997 and have had
    several deployments of our systems for testing and operation
    since then. Our grid-connected Hawaii system has been operating
    since December 2009. Subsequent to its installation in Hawaii,
    our 40kW-rated PowerBuoy has produced power consistent with our
    predictive models for the incoming wave conditions. Since its
    deployment off the coast of Scotland in April 2011 for
    preliminary tests, our 150kW-rated PowerBuoy has produced power
    in excess of our expectations of performance. Our PowerBuoy
    systems have endured hurricanes, winter storms and
    tsunami-driven waves while installed in the ocean.  Our PowerBuoy systems grid connection has been
    certified and one of our PowerBuoys has been connected to a
    grid.
  
    In July 2007, we announced that our PowerBuoy grid connection
    system had been certified as compliant with designated national
    and international standards. This qualifies our technology for
    integration into utility grid systems. In September 2010, our
    PowerBuoy located at the US Marine Corps Base in Hawaii became
    the first-ever grid-connected wave energy device in the United
    States.  Our PowerBuoy system design is efficient in harnessing wave
    energy.
  
    Our PowerBuoy system is designed to efficiently convert wave
    energy into electricity by using onboard sensors to detect
    actual wave conditions and then to automatically adjust, or
    tune, the performance of the generator using our
    proprietary electrical and electronics-based control systems in
    response to that information.
    One measure of the efficiency of an electric power generation
    system is capacity factor. The capacity factor is the percent of
    kilowatt hours produced by a specific system in a given period
    as compared to the maximum kilowatt hours that could be produced
    by the system in that period. A high capacity factor indicates a
    high degree of utilization of the capacity of the system and
    provides a means to compare the effectiveness of different
    energy sources. Based on our research and analysis, and in-ocean
    experience to date, we believe the design capacity factor for a
    PowerBuoy wave power station located at many of our targeted
    sites would be favorably positioned in the range of 30% to 45%.  Numerous potential sites for our wave power stations are
    located near major population centers worldwide.
  
    Our systems are designed to work in sites with average annual
    wave energy of at least 20kW per meter of wave front, which can
    be found in many coastal locations around the world. In
    particular, we are currently targeting the west coast of North
    America, the west coast of Europe, the coasts of Australia and
    the east coast of Japan. These potential sites not only have
    appropriate natural resources for harnessing wave energy, but
    they are also located near large population centers with access
    to existing power transmission infrastructure and significant
    and increasing electricity requirements.  We have significant commercial relationships.
  
    Our current projects with PNGC Power, the US Department of
    Energy, the US Navy, Mitsui Engineering and Shipbuilding, the
    Scottish Government, and the UK Governments Technology
    Strategy Board (TSB), provide us with an initial opportunity to
    sell our wave power stations for utility applications. By
    collaborating with leaders in renewable energy development, we
    believe we are able to accelerate both our in-house knowledge of
    the utility power generation market and our reputation as a
    credible renewable energy equipment supplier. If these projects
    are successful, we intend to leverage our experiences with our
    projects to add wave power stations, new customers and
    complementary revenue streams from operations and maintenance
    contracts.
    With the funding from the US Navy, we have been able to refine
    our PowerBuoy system while simultaneously preparing for
    commercial deployment to address a particular customer need. We
    believe that the successful deployment of our PowerBuoy system
    for the US Navy will significantly enhance market visibility. 10




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Our PowerBuoy system has the potential to offer a cost
    competitive renewable energy power generation solution.
  
    Our product development and engineering efforts are focused on
    increasing the maximum rated output and reliability of the
    design of our utility PowerBuoy system. Currently we are
    marketing PowerBuoys rated at 40kW and 150kW. Assuming we are
    able to reach significant manufacturing volume levels of our
    500kW PowerBuoy systems per year, we believe, based upon our
    research and analysis, that the economies of scale we would have
    with our fabricators would allow us to offer a renewable
    electricity solution that competes with other existing renewable
    energy systems and, in certain cases, with existing fossil fuel
    systems in key markets.
    Prior to achieving full production levels of the 500kW PowerBuoy
    system, if we achieve economies of scale for our 150kW PowerBuoy
    systems, we expect to be able to offer a renewable electricity
    solution that competes with the price of electricity in certain
    local markets where the current retail price of electricity is
    relatively high or where sufficient subsidies are available.  Our systems are environmentally benign and aesthetically
    non-intrusive.
  
    We believe that our PowerBuoy system does not present
    significant risks to marine life and does not emit significant
    levels of pollutants. In connection with our project at the US
    Marine Corps Base in Hawaii, our customer, the US Navy, obtained
    an independent environmental assessment of our PowerBuoy system
    prior to installation, as required by the National Environmental
    Policy Act. This assessment resulted in a Finding of No
    Significant Impact, the highest such level of approval. Although
    our project for the US Navy only contemplates an array of up to
    six PowerBuoy systems in Hawaii, we believe that PowerBuoy
    systems deployed in other geographic locations, including larger
    PowerBuoy systems under development and multiple-buoy wave power
    stations, would have minimal environmental impact due to the
    physical similarities with the tested system.
    Since our PowerBuoy systems are typically located one to five
    miles offshore, PowerBuoy wave power stations are usually not
    visible from the shore. Visual impact is often cited as one of
    the reasons that many communities have opposed plans to develop
    power stations, in particular wind power stations. Our PowerBuoy
    system has the distinct advantage of having only a minimal
    visual profile. Only a small portion of the unit is visible at
    close range, with the bulk of the unit hidden below the water.  Customers/Projects
    Years Ended April 30,2011

2010

2009US Navy


52
%


80
%


67
%US Department of Energy


28
%


9
%


4
%Iberdrola Cantabria


(4
)%


4
%


15
%UK Governments Technical Strategy Board


14
%






        11




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US
    Navy
      (PICTURE)

(PICTURE)   18-month
    Reedsport,
    Oregon Project
   12




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(PICTURE)

(PICTURE)     Next
    Generation PB500 PowerBuoy
  scale-up
  Scotland
    Project
   13




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(PICTURE)

(PICTURE)   
  Spain
  agreed-upon
   14




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sub-sea
  wave-by-wave
  Other
    Projects
       15




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Backlog
    percentage-of-completion
  Our
    Business Strategy
    
    Sell turn-key power stations and operating and maintenance
    contracts.  Our fundamental business plan is to
    sell turn-key power stations, rather than to take on the capital
    requirements of building and owning power stations and selling
    the energy generated. In addition, in order to create recurring
    revenue streams, we seek to sell operating and maintenance
    (O&M) contracts over the life-cycle of the plants.
    Outsource most of the plant construction and
    deployment.  We outsource all metal fabrication,
    anchoring, mooring, cabling supply and deployment in order to
    minimize our capital requirements as we scale up production
    volumes. The high value-added smart part of the
    system is assembled and tested at our facilities and shipped to
    project sites for integration into the PowerBuoys.
    Concentrate sales and marketing efforts on four geographic
    markets.  We are currently focusing our sales and
    marketing efforts on the west coast of North America, the west
    coast of Europe, the coasts of Australia and the east coast of
    Japan. We believe that each of these areas represents a strong
    potential market for our PowerBuoy wave power stations because
    they combine appropriate wave conditions, political and economic
    stability, large population centers, high levels of
    industrialization and significant and increasing electricity
    requirements.
    Continue to increase PowerBuoy system
    output.  Our product development and engineering
    efforts are focused on increasing the rated output of the design
    of our PowerBuoy systems from 40kW to 150kW, and thereafter to
    500kW. If we increase the size of a PowerBuoy system or increase
    its energy conversion efficiency, we will be able to increase
    the amount of wave energy the system can capture and, in turn,
    increase the output of the system. We believe that by increasing
    system output of the individual PowerBuoy, 16




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and also by increasing volume production of the PowerBuoys, we
    will be able to decrease the cost per kW of our PowerBuoy system
    and the cost per kilowatt hour of the energy generated.  
    Leverage customer relationships to enhance the commercial
    acceptance of our utility PowerBuoy system.  We
    believe that our project at the US Marine Corps base in Oahu,
    Hawaii will serve as a prototype wave power station for the
    installation of wave power stations at other US Navy bases. Our
    relationship with PNGC Power regarding our Reedsport, Oregon
    project is the first such utility relationship on the west coast
    of the United States. We intend to build on these existing
    commercial relationships both by expanding the number and size
    of projects we have with our current customers and by entering
    into new alliances and commercial relationships with other
    utilities and independent power producers.
    Expand revenue streams from our autonomous PowerBuoy
    system.  The autonomous PowerBuoy system addresses
    specific power generation needs of customers requiring off-grid
    electricity generation in remote locations in the open ocean.
    Since our PowerBuoy systems are well suited for many of these
    uses, we do not expect that they will require subsidies or other
    price incentives for commercial acceptance. We believe there are
    a variety of potential applications for this system, including
    homeland security, off-shore oil and gas platforms, aquaculture
    and ocean -based communication and data gathering such as for
    tsunami warnings. We have entered into contracts with the US
    Navy for the testing of our autonomous PowerBuoy in connection
    with a unique program for ocean data gathering, as well as for
    the LEAP program for homeland security. We believe that
    successful testing of our autonomous PowerBuoy System under
    these contracts may result in additional revenues from the US
    Navy and other prospective customers.
    Maximize customer funding of technology
    development.  We actively seek to obtain external
    funding for the development of our technology, including
    cost-sharing obligations under some of our customer contracts.
    In April 2010, we were awarded $1.5 million from the US
    Department of Energy for the development of our PB500 product.
    In fiscal year 2011, we were awarded an additional
    $2.4 million from the US Department of Energy and
    $2.3 million from the UK Governments Technology
    Strategy Board for PB500 development.
    Expand our partnerships in key market
    areas.  We believe that an important element of
    our business strategy is to collaborate with other organizations
    to leverage our combined expertise, market presence and core
    competences. We have formed such partnerships more recently with
    Leighton Contractors in Australia, Mitsui Engineering and
    Shipbuilding in Japan, and Lockheed Martin in the US.  Marketing
    and Sales
      Utility
    PowerBuoy System Marketing
   17




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Autonomous
    PowerBuoy System Marketing
    Manufacturing
    and Deployment
  Manufacturing
    and Raw Materials
    ready-to-install
  project-by-project ready-to-install
    Deployment
   18




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(PICTURE)

(PICTURE)(PICTURE)

(PICTURE)   Research
    and Development
       19




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on-site.
          Intellectual
    Property
        
    system design;
    control systems;
    power conversion;
    anchoring and mooring; and
    wave farm architecture.   20




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® tm tm sm
  Competition
        Government
    Regulation
  EU-level
     21




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Sale
    and Transmission of Electricity
      Site
    Approval
      Environmental
    Approval and Compliance
   22




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Subsidies
    and Incentives
               23




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Feed-in-Tariff,
    Employees
    Product
    Insurance
    ITEM 1A.
    RISK
    FACTORS    Risks
    Relating to Our Business
  We
    have a history of operating losses and may never achieve or
    maintain profitability.
     24




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Wave
    energy technology may not gain broad commercial acceptance, and
    therefore our revenues may not increase, and we may be unable to
    achieve and then sustain profitability.
    
    performance, reliability and cost-effectiveness of wave energy
    technology compared to conventional and other renewable energy
    sources and products;
    developments relating to other renewable energy generation
    technologies;
    fluctuations in economic and market conditions that affect the
    cost or viability of conventional and renewable energy sources,
    such as increases or decreases in the prices of oil and other
    fossil fuels;
    overall growth in the renewable energy equipment market;
    availability and terms of government subsidies and incentives to
    support the development of renewable energy sources, including
    wave energy;
    fluctuations in capital expenditures by utilities and
    independent power producers, which tend to decrease when the
    economy slows and interest rates increase; and
    the development of new and profitable applications requiring the
    type of remote electric power provided by our autonomous wave
    energy systems.    If
    sufficient demand for our PowerBuoy systems does not develop or
    takes longer to develop than we anticipate, our revenues may
    decline, and we may be unable to achieve and then sustain
    profitability.
        The
    reduction or elimination of government subsidies and economic
    incentives for renewable energy sources could prevent demand for
    our PowerBuoy systems from developing, which in turn would
    adversely affect our business, financial condition and results
    of operations.
   25




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Our
    product development costs have increased and may continue to
    increase.
    We
    have invested, and will continue to invest, funds to construct
    demonstration wave power stations that may generate little or no
    direct revenue.
    Our
    PowerBuoy systems do not have a sufficient operating history to
    confirm how they will perform over their estimated
    30-year
    useful life.
  30-year
 26




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Our
    future success in the utility power markets depends on our
    ability to increase the maximum rated power output of our
    utility PowerBuoy system. If we are unable to increase the
    maximum rated output of our utility PowerBuoy system, the
    commercial prospects for our utility PowerBuoy system would be
    adversely affected.
    If we
    do not reach full commercial scale, we may not be able to offer
    a cost competitive power station and the commercial prospects of
    our utility PowerBuoy system would be adversely
    affected.
    We
    have not yet deployed a wave power station consisting of an
    array of two or more PowerBuoy systems. If we are unable to
    deploy a multiple-system wave power station, our revenues may
    not increase, and we may be unable to achieve and then maintain
    profitability.
        If we
    are unable to deploy larger PowerBuoy systems cost effectively
    and without damage to the systems, we may be unable to compete
    effectively.
   27




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If we
    are not successful in completing the development of wave power
    stations in Spain, it could adversely affect our business,
    financial condition and results of operations.
  sub-sea
    If we
    are unable to successfully negotiate and enter into operations
    and maintenance contracts with our customers on terms that are
    acceptable to us, our ability to diversify our revenue stream
    will be impaired.
    Our
    inability to effectively manage our growth could adversely
    affect our business and operations.
     28




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Problems
    with the quality or performance of our PowerBuoy systems could
    adversely affect our business, financial condition and results
    of operations.
    We
    currently depend on a limited number of customers for
    substantially all of our revenues. The loss of, or a significant
    reduction in revenues from, any of these customers could
    significantly reduce our revenues and harm our operating
    results.
    percentage-of-completion
    Our
    relationships with our alliance partners may not be successful
    and we may not be successful in establishing additional
    relationships, which could adversely affect our ability to
    commercialize our products and services.
   29




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Our
    investments in joint ventures could be adversely affected by our
    lack of sole decision-making authority, our reliance on a
    co-venturers financial condition and disputes between us
    and our
    co-venturers.
  and/or
  Our
    targeted markets are highly competitive. We compete with other
    renewable energy companies and may have to compete with larger
    companies that enter into the renewable energy business. If we
    are unable to compete effectively, we may be unable to increase
    our revenues and achieve or maintain
    profitability.
        We
    have limited manufacturing experience. If we are unable to
    increase our manufacturing capacity in a cost-effective manner,
    our business will be materially harmed.
   30




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Failure
    by third parties to supply or manufacture components of our
    products or to deploy our systems timely or properly could
    adversely affect our business, financial condition and results
    of operations.
        Business
    activities conducted by our third-party contractors and us
    involve the use of hazardous materials, which require compliance
    with environmental and occupational safety laws regulating the
    use of such materials. If we violate these laws, we could be
    subject to significant fines, liabilities or other adverse
    consequences.
      If we
    become ineligible for or are otherwise unable to replace any
    contract with the US federal government that is not extended or
    is terminated, our business, financial condition and results of
    operations will be adversely affected.
   31




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We
    market and plan to market our products in numerous international
    markets. If we are unable to manage our international operations
    effectively, our business, financial condition and results of
    operations could be adversely affected.
    
    changes in general economic and political conditions in the
    countries in which we operate;
    unexpected adverse changes in foreign laws or regulatory
    requirements, including those with respect to renewable energy,
    environmental protection, permitting, export duties and quotas;
    trade barriers such as export requirements, tariffs, taxes and
    other restrictions and expenses, which could increase the prices
    of our PowerBuoy systems and make us less competitive in some
    countries;
    fluctuations in exchange rates may affect demand for our
    PowerBuoy systems and may adversely affect our profitability in
    US dollars to the extent the price of our PowerBuoy systems and
    cost of raw materials and labor are denominated in a foreign
    currency;
    difficulty with staffing and managing widespread operations;
    complexity of, and costs relating to compliance with, the
    different commercial and legal requirements of the overseas
    markets in which we offer and sell our PowerBuoy systems;
    inability to obtain, maintain or enforce intellectual property
    rights; and
    difficulty in enforcing agreements in foreign legal systems.    We may
    not be able to raise sufficient capital to grow our
    business.
   32




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Our
    financial results may fluctuate from quarter to quarter, which
    may make it difficult to predict our future
    performance.
  period-to-period
  
    delays in permitting or acquiring necessary regulatory consents;
    delays in the timing of contract awards and determinations of
    work scope;
    delays in funding for or deployment of wave energy projects;
    changes in cost estimates relating to wave energy project
    completion, which under percentage of completion accounting
    principles could lead to significant fluctuations in revenue or
    to changes in the timing of our recognition of revenue from
    those projects;
    delays in meeting specified contractual milestones or other
    performance criteria under project contracts or in completing
    project contracts that could delay the recognition of revenue
    that would otherwise be earned;
    reductions in the availability or level of subsidies and
    incentives for renewable energy sources;
    decisions made by parties with whom we have commercial
    relationships not to proceed with anticipated projects;
    increases in the length of our sales cycle; and
    reductions in the efficiency of our manufacturing processes.  Currency
    translation and transaction risk may adversely affect our
    business, financial condition and results of
    operations.
    Existing
    regulations and policies and changes to these or new regulations
    and policies may present technical, regulatory and economic
    barriers to the use of wave energy technology, which may
    significantly reduce demand for our PowerBuoy
    systems.
   33




---



##### 



If we
    are unable to obtain all necessary regulatory permits and
    approvals, we will not be able to implement our planned
    projects.
      We
    face hurricane- and storm-related risks and other risks typical
    of a marine environment which could adversely affect our
    business, financial condition and results of
    operations.
    Since
    our PowerBuoy systems can only be deployed in certain geographic
    locations, our ability to grow our business could be adversely
    affected.
    We
    face numerous accident and safety risks and hazards that are
    inherent in offshore energy operations.
   34




---



##### 



If we
    are unable to attract and retain management and other qualified
    personnel, we may not be able to achieve our business
    objectives.
      Any
    acquisitions that we make or joint venture agreements that we
    enter into, or any failure to identify appropriate acquisition
    or joint venture candidates, could adversely affect our
    business, financial condition and results of
    operations.
      In the
    event we are unable to satisfy regulatory requirements relating
    to internal control over financial reporting, or if our internal
    controls are not effective, our business and financial results
    may suffer.
   35




---



##### 



Risks
    Related to Intellectual Property
  If we
    are unable to obtain or maintain intellectual property rights
    relating to our technology and products, the commercial value of
    our technology and products may be adversely affected, which
    could in turn adversely affect our business, financial condition
    and results of operations.
    Our
    contracts with the government could negatively affect our
    intellectual property rights, and our ability to commercialize
    our products could be impaired.
  non-commercial
    If we
    are unable to protect the confidentiality of our proprietary
    information and know-how, the value of our technology and
    products could be adversely affected, which could in turn
    adversely affect our business, financial condition and results
    of operations.
   36




---



##### 



If we
    infringe or are alleged to infringe intellectual property rights
    of third parties, our business, financial condition and results
    of operations could be adversely affected.
        Risks
    Related to our Common Stock
  Provisions
    in our corporate charter documents and under Delaware law may
    delay or prevent attempts by our stockholders to change our
    management and hinder efforts to acquire a controlling interest
    in us.
    
    advance notice requirements for stockholder proposals and
    nominations;
    the inability of stockholders to act by written consent or to
    call special meetings; and
    the ability of our board of directors to designate the terms of
    and issue new series of preferred stock without stockholder
    approval, which could be used to institute a poison
    pill that would work to dilute the stock ownership of a
    potential hostile acquirer, effectively preventing acquisitions
    that have not been approved by our board of directors.   37




---



##### 



We
    have never paid cash dividends on our common stock, and we do
    not anticipate paying any cash dividends in the foreseeable
    future.
    Our
    stock price is likely to be volatile, and purchasers of our
    common stock could incur substantial losses.
    
    the success of competitive products or technologies;
    regulatory developments in the United States and foreign
    countries;
    developments or disputes concerning patents or other proprietary
    rights;
    the recruitment or departure of key personnel;
    quarterly or annual variations in our financial results or those
    of companies that are perceived to be similar to us;
    market conditions in the conventional and renewable energy
    industries and issuance of new or changed securities
    analysts reports or recommendations;
    the failure of securities analysts to cover our common stock or
    changes in financial estimates by analysts;
    the inability to meet the financial estimates of analysts who
    follow our common stock;
    investor perception of our company and of the renewable energy
    industry; and
    general economic, political and market conditions.  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES   38




---



##### 



ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    (REMOVED AND RESERVED) PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Stock
    Price Information and Stockholders
      Nasdaq Global MarketHigh

LowYear Ended April 30, 2011First quarter

$
7.20


$
4.82Second quarter


6.85



4.55Third quarter


6.80



5.12Fourth quarter


5.73



4.70Year Ended April 30, 2010First quarter

$
7.72


$
4.73Second quarter


9.50



3.81Third quarter


11.22



6.00Fourth quarter


7.69



6.00   Dividend
    Policy
   39




---



##### 



UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Use of
    Proceeds
  Form S-1 No. 333-138595),
    ApproximateTotal Number of

Dollar Value thatTotal Number

Average

Shares Purchased

May Yet Beof Shares

Price Paid

as Part of A

Purchased UnderPeriod

Purchased(1)

per Share

Announced Plan

the PlanFebruary 1-28, 2011


1,012



5.37







March 1-31, 2011














April 1-30, 2011














     (1)
    
    Represents shares delivered back to the Company by employees to
    pay taxes related to the vesting of restricted shares, at an
    average of $5.37 per share. 40




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA    Fiscal Years Ended April 30,2011


2010


2009


2008


2007Consolidated Statement of Operations Data:Revenues

$
6,691,082


$
5,101,311


$
4,049,445


$
4,772,017


$
2,531,315Cost of revenues


6,255,437



4,298,955



4,840,403



7,960,042



3,983,742Gross profit (loss)


435,645



802,356



(790,958
)


(3,188,025
)


(1,452,427
)Operating expenses:Product development costs


13,319,110



13,001,550



8,372,244



8,255,123



6,219,893Selling, general and administrative costs


8,399,325



9,063,482



9,529,071



7,732,577



4,893,580Total operating expenses


21,718,435



22,065,032



17,901,315



15,987,700



11,113,473Operating loss


(21,282,790
)


(21,262,676
)


(18,692,273
)


(19,175,725
)


(12,565,900
)Interest income, net


689,276



1,032,484



1,672,350



4,434,844



1,389,702Other income






557,540











13,906Foreign exchange (loss) gain


(229,415
)


540,644



(1,295,227
)


84,158



1,523,527Loss before income taxes


(20,822,929
)


(19,132,008
)


(18,315,150
)


(14,656,723
)


(9,638,765
)Income tax benefit


364,105















Net loss


(20,458,824
)


(19,132,008
)


(18,315,150
)


(14,656,723
)


(9,638,765
)Less: Net loss (income) attributable to the noncontrolling
    interest in Ocean Power Technologies (Australasia) Pty Ltd.


22,950



(38,299
)










Net loss attributable to Ocean Power Technologies, Inc.

$
(20,435,874
)

$
(19,170,307
)

$
(18,315,150
)

$
(14,656,723
)

$
(9,638,765
)Basic and diluted net loss per share

$
(1.99
)

$
(1.88
)

$
(1.79
)

$
(1.44
)

$
(1.83
)Basic and diluted weighted average shares outstanding


10,246,921



10,217,003



10,210,354



10,200,729



5,260,794   As of April 30,2011

2010

2009

2008

2007Consolidated Balance Sheet Data:Cash, cash equivalents and short-term investments

$
30,394,730


$
36,772,598


$
53,117,566


$
88,836,304


$
115,895,619
(1)Working capital


26,957,108



32,569,351



51,129,985



85,870,307



111,187,195Long-term investments


16,323,016



28,865,046



28,619,528



12,233,437



Total assets


53,552,578



72,978,193



88,793,906



107,550,965



119,711,546Long-term debt, net of current portion


450,000



250,000



345,386



188,784



231,585Accumulated deficit


(110,848,972
)


(90,413,098
)


(71,242,791
)


(52,927,641
)


(38,270,918
)Total Ocean Power Technologies, Inc. stockholders equity


46,469,550



64,814,200



82,783,027



100,098,609



112,541,209     (1)
    
    On April 30, 2007, we completed our initial public offering
    in the United States resulting in net proceeds to us of
    $89.9 million. 41




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion and analysis of our
    financial condition and results of operations together with our
    consolidated financial statements and the related notes and
    other financial information included elsewhere in this Annual
    Report. Some of the information contained in this discussion and
    analysis or set forth elsewhere in this Annual Report, including
    information with respect to our plans and strategy for our
    business and related financing, includes forward-looking
    statements that involve risks and uncertainties. You should
    review the Risk Factors section of this Annual
    Report for a discussion of important factors that could cause
    actual results to differ materially from the results described
    in or implied by the forward-looking statements contained in the
    following discussion and analysis.
  Overview
  ®
           42




---



##### 



Financial
    Operations Overview
    Revenues
  percentage-of-completion
 43




---



##### 



agreed-upon percentage-of-completion percentage-of-completion percentage-of-completion
    Years Ended April 30,2011


2010


2009($ millions)US Navy

$
3.5


$
4.1


$
2.7US Department of Energy


1.9



0.4



0.2Iberdrola Cantabria


(0.2
)


0.2



0.7UK Governments Technical Strategy Board


0.9







Others


0.6



0.4



0.4$
6.7


$
5.1


$
4.0          44




---



##### 



Years Ended April 30,2011


2010


2009United States


84
%


89
%


73
%Europe


13
%


9
%


25
%Asia and Australia


3
%


2
%


2
%100
%


100
%


100
%   Cost
    of revenues
      Product
    development costs
  17-year
  Selling,
    general and administrative costs
    Interest
    income, net
   45




---



##### 



Foreign
    exchange (loss) gain
          Income
    taxes
      Outlook
   46




---



##### 



Results
    of Operations
  Fiscal
    Years Ended April 30, 2011 and 2010
    Fiscal Year Ended


Fiscal Year EndedApril 30, 2011


April 30, 2010As a % of





As a % ofAmount


Revenues(1)


Amount


RevenuesRevenues

$
6,691,082



100
%

$
5,101,311



100
%Cost of revenues


6,255,437



93



4,298,955



84Gross profit


435,645



7



802,356



16Operating expenses:Product development costs


13,319,110



199



13,001,550



255Selling, general and administrative costs


8,399,325



126



9,063,482



178Total operating expenses


21,718,435



325



22,065,032



433Operating loss


(21,282,790
)


(318
)


(21,262,676
)


(417
)Interest income, net


689,276



10



1,032,484



20Other income










557,540



11Foreign exchange (loss) gain


(229,415
)


(3
)


540,644



11Loss before income taxes


(20,822,929
)


(311
)


(19,132,008
)


(375
)Income tax benefit


364,105



5







Net loss


(20,458,824
)


(306
)


(19,132,008
)


(375
)Less: Net loss (income) attributable to the noncontrolling
    interest


22,950







(38,299
)


(1
)Net loss attributable to Ocean Power Technologies, Inc.

$
(20,435,874
)


(305
)%

$
(19,170,307
)


(376
)%     (1)
    
    Certain subtotals may not add due to rounding.  Revenues
    
    Revenues relating to our utility PowerBuoy system increased by
    $1.1 million due primarily to an increase in billable work
    on our PB500 PowerBuoy development project and our 150kW
    PowerBuoy project off the coast of Reedsport, Oregon. This was
    partially offset by a decrease in revenue related to our Hawaii
    project for the US Navy and our wave power project off the coast
    of Spain, as these projects were completed. Also, during fiscal
    2011, there was a reduction in revenue of approximately
    $0.2 million due to a change in estimated revenue to be
    recognized in connection with the Spain construction agreement.
    Revenues relating to our autonomous PowerBuoy system increased
    by $0.5 million as a result of an increase in billable work
    on our project to provide our PowerBuoy technology to the US
    Navys LEAP program. This was partially offset by a
    decrease in billable work on the US Navys DWADS project. 47




---



##### 



Cost of
    revenues
    percentage-of-completion
  Product
    development costs
    Selling,
    general and administrative costs
    Interest
    income
    Other
    income
   48




---



##### 



Foreign
    exchange (loss) gain
    Income
    tax benefit
    Fiscal
    Years Ended April 30, 2010 and 2009
    Fiscal Year Ended


Fiscal Year EndedApril 30, 2010


April 30, 2009


% ChangeAs a % of





As a % of


2010 Period toAmount


Revenues


Amount


Revenues(1)


2009 PeriodRevenues

$
5,101,311



100
%

$
4,049,445



100
%


26
%Cost of revenues


4,298,955



84



4,840,403



120



(11
)Gross profit (loss)


802,356



16



(790,958
)


(20
)


201Operating expenses:Product development costs


13,001,550



255



8,372,244



207



55Selling, general and administrative costs


9,063,482



178



9,529,071



235



(5
)Total operating expenses


22,065,032



433



17,901,315



442



23Operating loss


(21,262,676
)


(417
)


(18,692,273
)


(462
)


14Interest income, net


1,032,484



20



1,672,350



41



(38
)Other income


557,540



11











Foreign exchange gain (loss)


540,644



11



(1,295,227
)


(32
)


142Net loss


(19,132,008
)


(375
)


(18,315,150
)


(452
)


4Less: Net income attributable to the noncontrolling interest in
    Ocean Power Technologies (Australasia) Pty Ltd.


(38,299
)


(1
)










Net loss attributable to Ocean Power Technologies, Inc.

$
(19,170,307
)


(376
)%

$
(18,315,150
)


(452
)%


5
%     (1)
    
    Certain subtotals may not add due to rounding.  Revenues
    
    Revenues relating to our autonomous PowerBuoy system increased
    by $1.8 million as a result of work on projects with the US
    Navy to provide our PowerBuoy technology to the US Navys
    DWADS and LEAP programs.
    Revenues relating to our utility PowerBuoy system decreased by
    $0.7 million due primarily to a decrease in billable work
    on our wave power station off the coast of Spain, as work under
    this phase of the project neared completion, coupled with a
    reduction in the expected contract value of this project in late
    fiscal 2009. There 49




---



##### 



was also a decrease in revenue related to our Hawaii project for
    the US Navy, partially offset by an increase in revenue related
    to our project off the coast of Reedsport, Oregon.  Cost of
    revenues
    percentage-of-completion
  Product
    development costs
    Selling,
    general and administrative costs
    Interest
    income
    Other
    income
    Foreign
    exchange gain (loss)
   50




---



##### 



Liquidity
    and Capital Resources
    Year Ended April 30,2011


2010Net loss

$
(20,458,824
)

$
(19,132,008
)Adjustments for noncash operating items


2,112,952



1,181,318Net cash operating loss


(18,345,872
)


(17,950,690
)Net change in assets and liabilities


(424,230
)


2,180,006Net cash used in operating activities

$
(18,770,102
)

$
(15,770,684
)Net cash provided by investing activities

$
18,431,358


$
7,309,086Net cash provided by (used in) financing activities

$
207,701


$
(99,841
)Effect of exchange rates on cash and cash equivalents

$
270,582


$
530,206   Net cash
    used in operating activities
        Net cash
    provided by investing activities
    Net cash
    provided by (used in) financing activities
   51




---



##### 



Effect of
    exchange rates on cash and cash equivalents
    Liquidity
    Outlook
    
    the cost of development efforts for our PowerBuoy systems;
    the success of our commercial relationships with major customers;
    the cost of manufacturing activities;
    the cost of commercialization activities, including
    demonstration projects, product marketing and sales;
    our ability to establish and maintain additional commercial
    relationships;
    the implementation of our expansion plans, including the hiring
    of new employees;
    potential acquisitions of other products or
    technologies; and
    the costs involved in preparing, filing, prosecuting,
    maintaining and enforcing patent claims and other patent-related
    costs.    Contractual
    Obligations
    Payments Due by PeriodLess than


One to


Three to


More thanTotal


One Year


Three Years


Five Years


Five YearsLong-term debt

$
589,000


$
139,000


$
200,000


$
200,000


$
50,000Operating leases


574,000



326,000



248,000







Total

$
1,163,000


$
465,000


$
448,000


$
200,000


$
50,000     Off-Balance
    Sheet Arrangements
   52




---



##### 



Critical
    Accounting Policies and Estimates
      Revenue
    recognition and unearned revenues
  percentage-of-completion
      Stock-based
    compensation
     53




---



##### 



Share-Based Payment
  and/or
    Income
    taxes
   54




---



##### 



Recent
    Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK               55




---



##### 



project-by-project
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES    page F-2.
  page F-3.
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K.
 56




---



##### 



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K.
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Form 10-K.
 PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  page F-1.
   57




---



##### 



SIGNATURES
        By:
    /s/  Charles
    F. Dunleavy   Chief Executive Officer
    Signature

Title

Date/s/  Charles
    F. DunleavyCharles
    F. Dunleavy

Director, Chief Executive Officer
    (Principal Executive Officer)

July 14, 2011/s/  George
    W. TaylorGeorge
    W. Taylor

Executive Chairman of the Board of Directors

July 14, 2011/s/  Brian
    M. PosnerBrian
    M. Posner

Chief Financial Officer,
    Secretary and Treasurer
    (Principal Financial Officer
    and Principal Accounting Officer)

July 14, 2011/s/  Seymour
    S. Preston IIISeymour
    S. Preston III

Director

July 14, 2011/s/  Thomas
    J. MeaneyThomas
    J. Meaney

Director

July 14, 2011/s/  Paul
    F. LozierPaul
    F. Lozier

Director

July 14, 2011/s/  J.
    Victor ChatignyJ.
    Victor Chatigny

Director

July 14, 2011  58




---



##### 



Exhibits Index
  ExhibitNumber

Description3
.1

Restated Certificate of Incorporation of the registrant
    (incorporated by reference from Exhibit 3.1 to
    Form 10-Q
    filed September 14, 2007)3
.2

Amended and Restated Bylaws of the registrant (incorporated by
    reference from Exhibit 3.2 to
    Form 10-Q
    filed September 14, 2007)4
.1

Specimen certificate of common stock (incorporated by reference
    from Exhibit 4.1 to
    Form S-1/A
    filed March 19, 2007)10
.1

Engineering, Procurement and Construction of a Wave Energy Power
    Plant at Punta del Pescador (Santoña, Spain),
    dated July 27, 2006, between Iberdrola Energias Marinas de
    Cantabria, S.A. and Ocean Power Technologies Limited
    (incorporated by reference from Exhibit 10.1 to
    Form S-1
    filed November 13, 2006)10
.2

Option Agreement for Purchase of Emissions Credits, dated
    November 24, 2000 between Ocean Power Technologies, Inc.
    and its affiliates and Woodside Sustainable Energy Solutions
    Pty. Ltd. (incorporated by reference from Exhibit 10.4 to
    Form S-1
    filed November 13, 2006)10
.3

1994 Stock Option Plan (incorporated by reference from
    Exhibit 10.5 to
    Form S-1
    filed November 13, 2006)*10
.4

Incentive Stock Option Plan (incorporated by reference from
    Exhibit 10.6 to
    Form S-1
    filed November 13, 2006)*10
.5

2001 Stock Plan (incorporated by reference from
    Exhibit 10.7 to
    Form S-1
    filed November 13, 2006)*10
.6

2006 Stock Incentive Plan (incorporated by reference from
    Exhibit 10.8 to
    Form S-1/A
    filed March 19, 2007)*10
.7

Amended and Restated Voting and Right of First Refusal
    Agreement, dated April 18, 2005, between Ocean Power
    Technologies, Inc., George W. Taylor and JoAnne E. Burns
    (incorporated by reference from Exhibit 10.9 to
    Form S-1
    filed November 13, 2006)10
.8

Agreement to Refinance, dated November 14, 1993 between
    Joseph R. Burns, Michael Y. Epstein, George W. Taylor and Ocean
    Power Technologies, Inc. (incorporated by reference from
    Exhibit 10.10 to
    Form S-1
    filed November 13, 2006)10
.9

Amended and Restated Employment Agreement, dated April 8,
    2009, between Charles F. Dunleavy and Ocean Power Technologies,
    Inc. (incorporated by reference from Exhibit 10.2 to
    Form 8-K
    filed April 13, 2009)*10
.10

Amended and Restated Employment Agreement, dated April 8,
    2009, between George W. Taylor and Ocean Power Technologies,
    Inc. (incorporated by reference from Exhibit 10.1 to
    Form 8-K
    filed April 13, 2009)*10
.11

Consultant Agreement, dated August 1, 1999, between Thomas
    J. Meaney and Ocean Power Technologies, Inc. (incorporated by
    reference from Exhibit 10.13 to
    Form S-1
    filed November 13, 2006)10
.12

Employment Agreement, dated September 9, 2004, between Mark
    R. Draper and Ocean Power Technologies Ltd. (incorporated by
    reference from Exhibit 10.14 to
    Form S-1
    filed November 13, 2006)*10
.13

Lease Agreement, dated August 30, 2005 between Ocean Power
    Technologies, Inc. and Reed Road Industrial Park LLC #1, as
    amended on January 27, 2006 (incorporated by reference from
    Exhibit 10.16 to
    Form S-1
    filed November 13, 2006)10
.14

Lease, dated January 15, 2007, between University of
    Warwick Science Park Innovation Centre Limited and Ocean Power
    Technologies Ltd. (incorporated by reference from
    Exhibit 10.17 to
    Form S-1/A
    filed March 19, 2007)10
.15

Agreement for Renewable Energy Economic Development Grants,
    dated November 3, 2003, between State of New Jersey Board
    of Public Utilities and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.18 to
    Form S-1/A
    filed March 19, 2007)10
.16

Contract Number DM259735, dated September 17, 2005 between
    Lockheed Martin Corporation Maritime Systems and Sensors (MS2)
    and Ocean Power Technologies, Inc., as modified (incorporated by
    reference from Exhibit 10.20 to
    Form S-1/A
    filed March 19, 2007) 59




---



##### 



ExhibitNumber

Description10
.17

Marketing Cooperation Agreement, dated September 9, 2006,
    between Ocean Power Technologies, Inc. and Lockheed Martin
    Corporation through its Maritime Systems and Sensors business
    unit (incorporated by reference from Exhibit 10.21 to
    Form S-1/A
    filed April 10, 2007)10
.18

Contract Number N00014-07-C-0617, dated May 24, 2007,
    between the Office of Naval Research, U.S. Navy and Ocean Power
    Technologies, Inc. (incorporated by reference from
    Exhibit 99.1 to
    Form 8-K
    filed June 8, 2007)10
.19

Addendum to the Agreement for the Engineering, Procurement and
    Construction of a Wave Energy Power Plant at Punta del
    Pescador (Santoña, Spain), between Iberdrola Energias
    Marinas de Cantabria, S.A. and Ocean Power Technologies Limited,
    dated February 18, 2008 (incorporated by reference from
    Exhibit 10.27 to
    Form 10-K
    filed July 14, 2008)10
.20

Lease, dated February 1, 2008, between KUC Properties
    Limited and Ocean Power Technologies Ltd. (incorporated by
    reference from Exhibit 10.28 to
    Form 10-K
    filed July 14, 2008)10
.21

Financial Assistance Award agreement between Ocean Power
    Technologies, Inc. and US Department of Energy date
    September 23, 2008 (incorporated by reference from
    Exhibit 10.1 to
    Form 10-Q
    filed December 10, 2008)10
.22

Modification of Financial Assistance Award agreement between
    Ocean Power Technologies, Inc. and US Department of Energy dated
    October 16, 2008 (incorporated by reference from
    Exhibit 10.2 to
    Form 10-Q
    filed December 10, 2008)10
.23

Agreement between Ocean Power Technologies, Inc. and the Office
    of Naval Research of the US Navy dated October 31, 2008
    (incorporated by reference from Exhibit 10.3 to
    Form 10-Q
    filed December 10, 2008)10
.24

Employment Agreement, dated May 19, 2010, between Brian M.
    Posner and Ocean Power Technologies, Inc. (incorporated by
    reference from Exhibit 10.28 to
    Form 10-K
    filed July 14, 2010)*10
.25

Form of Restricted Stock Agreement (incorporated by reference
    from Exhibit 10.1 to
    Form 10-Q
    filed March 14, 2011)*21
.1

Subsidiaries of the registrant23
.1

Consent of KPMG LLP31
.1

Certification of Chief Executive Officer31
.2

Certification of Chief Financial Officer32
.1

Certification of Chief Executive Officer pursuant to
    Section 906 of Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 906 of Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement 60




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Index to
    Consolidated Financial Statements
  PageReports of Management


F-2Reports of Independent Registered Public Accounting Firm


F-3Consolidated Balance Sheets, April 30, 2011 and 2010


F-5Consolidated Statements of Operations, Years ended
    April 30, 2011, 2010 and 2009


F-6Consolidated Statements of Stockholders Equity and
    Comprehensive Loss, Years ended April 30, 2011, 2010 and
    2009


F-7Consolidated Statements of Cash Flows, Years ended
    April 30, 2011, 2010 and 2009


F-8Notes to Consolidated Financial Statements


F-9  F-1




---



##### 



Reports
    of Management  Managements
    Report on Consolidated Financial Statements
      Managements
    Annual Report on Internal Control Over Financial
    Reporting
    
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Internal
    Control  Integrated Framework
     CHARLES
    F. DUNLEAVY
      BRIAN
    M. POSNER
    F-2




---



##### 



Report of
    Independent Registered Public Accounting Firm     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
        F-3




---



##### 



Report of
    Independent Registered Public Accounting Firm
           Internal Control  Integrated
    Framework
      F-4




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  April 30,2011


2010ASSETSCurrent assets:Cash and cash equivalents

$
4,376,136



4,236,597Marketable securities


26,018,594



32,536,001Accounts receivable


1,285,000



1,474,600Unbilled receivables


456,316



448,686Other current assets


832,142



1,005,885Total current assets


32,968,188



39,701,769Property and equipment, net


792,092



710,563Patents, net


1,222,368



1,036,881Restricted cash


1,624,669



1,205,288Marketable securities


16,323,016



28,865,046Other noncurrent assets


622,245



1,458,646Total assets

$
53,552,578



72,978,193LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,224,728



1,843,378Accrued expenses


4,302,952



4,092,113Unearned revenues


344,022



1,101,541Current portion of long-term debt


139,378



95,386Total current liabilities


6,011,080



7,132,418Long-term debt


450,000



250,000Deferred credits


600,000



600,000Other noncurrent liabilities






140,685Total liabilities


7,061,080



8,123,103Commitments and contingencies (note 13)Ocean Power Technologies, Inc. Stockholders equity:Preferred stock, $0.001 par value; authorized
    5,000,000 shares, none issued or outstanding






Common stock, $0.001 par value; authorized
    105,000,000 shares, issued 10,419,183 and
    10,390,563 shares, respectively


10,419



10,391Treasury stock, at cost; 7,685 and 1,072 shares,
    respectively


(42,734
)


(6,443
)Additional paid-in capital


157,174,930



155,726,672Accumulated deficit


(110,848,972
)


(90,413,098
)Accumulated other comprehensive loss


175,907



(503,322
)Total Ocean Power Technologies, Inc. stockholders equity


46,469,550



64,814,200Noncontrolling interest in Ocean Power Technologies
    (Australasia) Pty Ltd


21,948



40,890Total equity


46,491,498



64,855,090Total liabilities and stockholders equity

$
53,552,578



72,978,193    F-5




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Operations
  Year Ended April 30,2011


2010


2009Revenues

$
6,691,082



5,101,311



4,049,445Cost of revenues


6,255,437



4,298,955



4,840,403Gross profit (loss)


435,645



802,356



(790,958
)Operating expenses:Product development costs


13,319,110



13,001,550



8,372,244Selling, general and administrative costs


8,399,325



9,063,482



9,529,071Total operating expenses


21,718,435



22,065,032



17,901,315Operating loss


(21,282,790
)


(21,262,676
)


(18,692,273
)Interest income, net


689,276



1,032,484



1,672,350Other income






557,540



Foreign exchange (loss) gain


(229,415
)


540,644



(1,295,227
)Loss before income taxes


(20,822,929
)


(19,132,008
)


(18,315,150
)Income tax benefit


364,105







Net loss


(20,458,824
)


(19,132,008
)


(18,315,150
)Less: Net loss (income) attributable to the noncontrolling
    interest in Ocean Power Technologies (Australasia) Pty Ltd.


22,950



(38,299
)


Net loss attributable to Ocean Power Technologies, Inc.

$
(20,435,874
)


(19,170,307
)


(18,315,150
)Basic and diluted net loss per share

$
(1.99
)


(1.88
)


(1.79
)Weighted average shares used to compute basic and diluted net
    loss per share


10,246,921



10,217,003



10,210,354    F-6




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Stockholders Equity and Comprehensive
    Loss
  Total OceanAccumulated


PowerAdditional





Other


Technologies, Inc,Common Shares


Treasury Shares


Paid-In


Accumulated


Comprehensive


Stockholders


Noncontrolling


TotalShares


Amount


Shares


Amount


Capital


Deficit


Loss


Equity


Interest


EquityBalance, May 1, 2008


10,210,354


$
10,210






$




153,057,265



(52,927,641
)


(41,225
)


100,098,609







100,098,609Net loss






















(18,315,150
)






(18,315,150
)






(18,315,150
)Foreign currency translation adjustment


























(512,098
)


(512,098
)






(512,098
)Total comprehensive loss






























(18,827,248
)






(18,827,248
)Stock-based compensation


















1,453,350











1,453,350







1,453,350Issuance of restricted stock


















58,316











58,316







58,316Balance, April 30, 2009


10,210,354


$
10,210











154,568,931



(71,242,791
)


(553,323
)


82,783,027







82,783,027Net loss






















(19,170,307
)






(19,170,307
)


38,299



(19,132,008
)Foreign currency translation adjustment


























50,001



50,001



2,591



52,592Total comprehensive loss






























(19,120,306
)


40,890



(19,079,416
)Stock-based compensation


















918,235











918,235







918,235Issuance of restricted stock


180,209



181











239,506











239,687







239,687Acquisition of treasury stock










(1,072
)


(6,443
)














(6,443
)






(6,443
)Balance, April 30, 2010


10,390,563



10,391



(1,072
)


(6,443
)


155,726,672



(90,413,098
)


(503,322
)


64,814,200



40,890



64,855,090Net loss






















(20,435,874
)






(20,435,874
)


(22,950
)


(20,458,824
)Foreign currency translation adjustment


























679,229



679,229



4,009



683,238Total comprehensive loss






























(19,756,645
)


(18,942
)


(19,775,587
)Stock-based compensation


















964,000











964,000







964,000Issuance of restricted stock


28,620



28











484,258











484,286







484,286Acquisition of treasury stock










(6,613
)


(36,291
)














(36,291
)






(36,291
)Balance, April 30, 2011


10,419,183


$
10,419



(7,685
)

$
(42,734
)


157,174,930



(110,848,972
)


175,907



46,469,550



21,948



46,491,498    F-7




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Year Ended April 30,2011


2010


2009Cash flows from operating activities:Net loss

$
(20,458,824
)


(19,132,008
)


(18,315,150
)Adjustments to reconcile net loss to net cash used in operating
    activities:Foreign exchange loss (gain)


229,415



(540,644
)


1,295,227Depreciation and amortization


358,722



365,755



299,405Loss on disposal of equipment


5,293



113,087



268,976Treasury note premium amortization


71,236



146,834



288,331Compensation expense related to stock option grants and
    restricted stock


1,448,286



1,117,935



1,511,666Deferred rent






(21,649
)


5,412Changes in operating assets and liabilities:Accounts receivable


277,115



(474,407
)


472,422Unbilled receivables


1,396



603,765



(589,970
)Other current assets


198,569



77,278



140,418Other noncurrent assets


903,729



(202,731
)


(857,060
)Accounts payable


(891,417
)


1,047,213



(448,138
)Accrued expenses


(7,923
)


153,418



(361,284
)Unearned revenues


(761,473
)


827,786



(418,182
)Other noncurrent liabilities


(144,226
)


147,684



Net cash used in operating activities


(18,770,102
)


(15,770,684
)


(16,707,927
)Cash flows from investing activities:Purchases of marketable securities


(7,993,642
)


(33,884,604
)


(124,675,859
)Maturities of marketable securities


27,059,601



41,838,886



67,151,702Restricted cash


(302,871
)


(252,080
)


Purchases of equipment


(72,998
)


(239,449
)


(811,493
)Payments of patent costs


(258,732
)


(153,667
)


(243,941
)Net cash provided by (used in) investing activities


18,431,358



7,309,086



(58,579,591
)Cash flows from financing activities:Proceeds from long-term debt


250,000







250,000Repayment of long-term debt


(6,008
)


(93,398
)


(42,801
)Acquisition of treasury stock


(36,291
)


(6,443
)


Net cash provided by (used in) financing activities


207,701



(99,841
)


207,199Effect of exchange rate changes on cash and cash equivalents


270,582



530,206



(1,488,155
)Net increase (decrease) in cash and cash equivalents


139,539



(8,031,233
)


(76,568,474
)Cash and cash equivalents, beginning of period


4,236,597



12,267,830



88,836,304Cash and cash equivalents, end of period

$
4,376,136



4,236,597



12,267,830Supplemental disclosure of noncash investing and financing
    activities:Capitalized patent costs financed through accounts payable and
    accrued expenses

$
41,722



66,513



23,255Capitalized purchases of equipment financed through accounts
    payable


314,824



6,360



96,304Investment in joint ventures financed through accrued expenses










175,803    F-8




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  (1)
    Background    (2)
    Summary
    of Significant Accounting Policies  (a)
    Consolidation
    and Cost Method Investment        (b)
    Use of
    Estimates    (c)
    Revenue
    Recognition  percentage-of-completion
 F-9




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    percentage-of-completion
  agreed-upon percentage-of-completion agreed-upon percentage-of-completion agreed-upon percentage-of-completion
    (d)
    Cash
    and Cash Equivalents    (e)
    Marketable
    Securities  held-to-maturity held-to-maturity held-to-maturity.
 F-10




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (f)
    Restricted
    Cash and Credit Facility        (g)
    Property
    and Equipment    (h)
    Other
    Income    (i)
    Foreign
    Exchange Gains and Losses    (j)
    Patents   F-11




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (k)
    Long-Lived
    Assets    (l)
    Concentration
    of Credit Risk      Years Ended April 30,2011

2010

2009US Navy


52
%


80
%


67
%US Department of Energy


28
%


9
%


4
%Iberdrola Cantabria


(4
)%


4
%


15
%UK Governments Technical Strategy Board


14
%






       (m)
    Net
    Loss per Common Share     F-12




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (n)
    Stock-Based
    Compensation    Valuation
    Assumptions for Options Granted During the Years Ended
    April 30, 2011, 2010 and 2009
  Share-Based Payment.
  Years Ended April 30,2011

2010

2009Risk-free interest rate


2.29
%


2.98
%


3.36
%Expected dividend yield


0.0
%


0.0
%


0.0
%Expected life


6.39 years



6.42 years



6.29 yearsExpected volatility


93.8
%


81.8
%


79.3
%     (o)
    Income
    Taxes      (p)
    Accumulated
    Other Comprehensive Loss   F-13




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (q)
    Recent
    Accounting Pronouncements    (r)
    Reclassifications    (3)
    Marketable
    Securities    April 30,2011


2010Certificates of deposit denominated in AUD

$
491,895



519,232US Treasury obligations


25,526,699



32,016,769$
26,018,594



32,536,001   held-to-maturity,
  Gross


GrossAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


ValueApril 30, 2011US Treasury obligations

$
12,516,208



164,107







12,680,315Certificate of deposit


3,806,808











3,806,808$
16,323,016



164,107







16,487,123April 30, 2010US Treasury obligations

$
25,058,238



158,672







25,216,910Certificate of deposit


3,806,808











3,806,808$
28,865,046



158,672







29,023,718  F-14




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (4)
    Property
    and Equipment    April 30,Life


2011


2010Computers and software


3 years


$
713,779



654,400Equipment


3 to 7 years



990,283



661,120Office furniture and equipment


3 to 7 years



297,612



303,918Leasehold improvements


3 to 8 years



149,505



147,6402,151,179



1,767,078Less accumulated depreciation and amortization






(1,359,087
)


(1,056,515
)$
792,092



710,563   (5)
    Accrued
    Expenses    April 30,2011


2010Project costs

$
1,505,981



1,072,635Contract loss reserves


785,000



785,000Employee incentive payments


749,464



682,400Other


282,999



308,514Employee-related costs


364,799



491,621Payroll tax withholdings


219,632



374,208Investment in joint venture


197,318



176,121Legal and accounting fees


157,616



154,567Value-added tax


40,143



47,047$
4,302,952



4,092,113   (6)
    Related
    Party Transactions   F-15




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (7)
    Debt      (8)
    Deferred
    Credits    (9)
    Common
    Stock    (10)
    Preferred
    Stock    (11)
    Share-Based
    Compensation   F-16




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (a)
    Stock
    Options    WeightedAverageWeighted


RemainingShares Under


Average


ContractualOption


Exercise Price


Term(In Years)Outstanding May 1, 2008


1,445,302


$
14.61Forfeited


(130,510
)


15.40Granted


317,471



8.88Outstanding April 30, 2009


1,632,263



13.43



5.1Forfeited


(588,018
)


13.21Granted


331,208



6.10Outstanding April 30, 2010


1,375,453



11.87



5.2Forfeited


(305,223
)


12.79Granted


283,705



5.36Outstanding April 30, 2011


1,353,935



10.30



5.7Exercisable April 30, 2011


795,163



12.68



3.8  F-17




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (b)
    Restricted
    Stock  and/or
    WeightedAverageNumber


Price perof Shares


ShareIssued and unvested at May 1, 2008






Granted


44,992



6.65Forfeited






Vested


(624
)


8.01Issued and unvested at April 30, 2009


44,368



6.63Granted


157,217



6.29Forfeited


(22,000
)


6.27Vested


(22,461
)


6.55Issued and unvested at April 30, 2010


157,124



6.35Granted


33,620



5.32Forfeited


(5,000
)


6.40Vested


(34,791
)


6.17Issued and unvested at April 30, 2011


150,953



6.16    F-18




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (c)
    Treasury
    Stock    (12)
    Income
    Taxes  Tax
    Rate Reconciliation
    Years Ended April 30,2011


2010


2009Computed expected tax benefit


(34
)%


(34
)%


(34
)%Increase (reduction) in income taxes resulting from:State income taxes, net of federal benefit


(5
)


(5
)


(5
)Stock-based compensation expense


1



1



1Federal research and development tax credits


(2
)


(2
)


(1
)Foreign rate differential


1







1Other non-deductible expenses


1



2



1Other


3



(1
)


4Increase in valuation allowance


33



39



33Income tax benefit


(2
)%



%



%   Significant
    Components of Deferred Taxes
    April 30,2011


2010Deferred tax assets:Federal net operating loss carryforwards

$
23,978,000



20,818,000Foreign net operating loss carryforwards


4,905,000



3,777,000New Jersey state net operating loss carryforwards


3,587,000



3,035,000Federal research and development tax credits


1,914,000



1,562,000Foreign research and development tax credits


731,000



670,000Stock based compensation


2,548,000



2,307,000Capitalized research and development costs, net of amortization


766,000



Unrealized foreign exchange loss


333,000



231,000Accrued expenses


737,000



428,000Other


407,000



271,000Gross deferred tax assets


39,906,000



33,099,000Less: Valuation allowance


(39,906,000
)


(33,099,000
)Net deferred tax assets

$




  F-19




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
            (13)
    Commitments
    and Contingencies  (a)
    Operating
    Lease Commitments   F-20




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year ending April 30:2012

$
326,0002013


248,000$
574,000   (b)
    Litigation    (c)
    Spain
    Construction Agreement    (14)
    Quarterly
    Financial Data (Unaudited)  Three Months EndedFiscal Year 2011

Jul 31

Oct 31

Jan 31

Apr 30Revenues

$
1,374,407



1,864,407



1,523,601



1,928,667Gross (loss) profit


(213,839
)


87,427



70,204



491,853Operating loss


(6,268,535
)


(5,738,888
)


(3,841,082
)


(5,434,285
)Net loss attributable to Ocean Power Technologies, Inc.


(6,266,593
)


(5,499,192
)


(3,362,818
)


(5,307,271
)Basic and diluted net loss per share

$
(0.61
)


(0.54
)


(0.33
)


(0.51
)   Three Months EndedFiscal Year 2010

Jul 31

Oct 31

Jan 31

Apr 30Revenues

$
1,310,937



581,875



856,482



2,352,017Gross profit


286,710



53,727



165,392



296,527Operating loss


(3,240,961
)


(5,562,854
)


(6,073,657
)


(6,385,204
)Net loss attributable to Ocean Power Technologies, Inc.


(2,098,477
)


(5,191,771
)


(5,649,496
)


(6,230,563
)Basic and diluted net loss per share

$
(0.21
)


(0.51
)


(0.55
)


(0.61
)  F-21




---



##### 



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (15)
    Operating
    Segments and Geographic Information      Year Ended April 30, 2011Asia andNorth America

Europe

Australia

TotalRevenues from external customers

$
5,609,789



853,939



227,354



6,691,082Operating loss


(19,443,565
)


(1,676,354
)


(162,871
)


(21,282,790
)Long-lived assets


619,861



172,231







792,092Total assets

$
47,697,028



4,935,922



919,628



53,552,578   Year Ended April 30, 2010Asia andNorth America

Europe

Australia

TotalRevenues from external customers

$
4,580,872



431,801



88,638



5,101,311Operating loss


(20,068,920
)


(934,638
)


(259,118
)


(21,262,676
)Long-lived assets


448,022



262,541







710,563Total assets

$
67,424,387



4,684,104



869,702



72,978,193   Year Ended April 30, 2009Asia andNorth America

Europe

Australia

TotalRevenues from external customers

$
2,944,361



1,016,223



88,861



4,049,445Operating loss


(15,870,696
)


(2,475,659
)


(345,918
)


(18,692,273
)Long-lived assets


524,231



373,429



58



897,718Total assets

$
81,006,430



7,677,316



110,160



88,793,906  F-22