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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, 2009oro

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(State or other jurisdiction
    of
    incorporation or organization)

22-2535818(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
  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 2009 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


22Item 1B:


Unresolved Staff Comments


38Item 2:


Properties


38Item 3:


Legal Proceedings


38Item 4:


Submission of Matters to a Vote of Security
    Holders


38PART IIItem 5:


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


39Item 6:


Selected Financial Data


40Item 7:


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


41Item 7A:


Quantitative and Qualitative Disclosures About
    Market Risk


54Item 8:


Financial Statements and Supplementary Data


55Item 9:


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


55Item 9A:


Controls and Procedures


55Item 9B:


Other Information


55PART 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


56Item 13:


Certain Relationships and Related Transactions,
    and Director Independence


56Item 14:


Principal Accountant Fees and Services


56PART IVItem 15:


Exhibits and Financial Statement Schedules


56EX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    ® 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. An independent laboratory provided testing and
    evaluation services to certify that our systems comply with
    designated national and international standards. The PowerBuoy
    grid interface will bear the Electrical Testing Laboratories
    (ETL) listing mark, and can be connected to the utility grid.
    Our autonomous PowerBuoy system is designed to generate power
    for use independent of the power grid in remote locations. There
    are a variety of potential applications for this system,
    including sonar and radar surveillance, tsunami warning,
    oceanographic data collection, offshore platforms and offshore
    aquaculture.      
    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., or 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 United States Navy, to develop and build wave power systems
    at the US Marine Corps Base in Hawaii.
    The Scottish Government, to develop a 150kW PowerBuoy for
    deployment at the Orkney Islands European Marine Energy Center. 4




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
    Pacific Northwest Generating Cooperative (PNGC Power) and the US
    Department of Energy, both of which are providing funding toward
    the fabrication and ocean installation of a 150kW PowerBuoy near
    Reedsport, Oregon.
    The United States Navy, to provide PowerBuoy technology to a
    unique program for ocean data gathering. Under this program, the
    Navy will conduct an ocean test of an advanced design of our
    autonomous PowerBuoy as the power source for the Navys
    Deep Water Active Detection System.    (609) 730-0400. www.oceanpowertechnologies.com. Form 10-K, Form 10-Q, Form 8-K
  Our
    Market
      
    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 energy
    producing regions of the world are encouraging consuming
    countries to diversify their sources of energy.
    Environmental concerns.  Environmental concerns
    regarding the by-products of 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.
    Infrastructure constraints.  In many parts of
    the world, the existing electricity infrastructure is
    insufficient to meet projected, and in some places existing,
    demand. Expansion of generating capacity from existing energy
    sources is frequently hindered by significant regulatory,
    political and economic constraints. 5




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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 approximately one-tenth of the
    ocean surface occupied by an offshore wind power station of
    equivalent capacity.
    Predictability.  The supply of electricity from
    wave energy can be forecasted 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
    wave energy resources to large population areas means that power
    transmission infrastructure is often already in place and may be
    utilized for wave energy generation projects.    Our
    Products
   6




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(PICTURE)

(PICTURE)       wave-by-wave
      Utility
    PowerBuoy System
   7




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Status of
    Utility PowerBuoy Systems
        Autonomous
    PowerBuoy System
      Status of
    Autonomous PowerBuoy Systems
    Our
    Competitive Advantages
   8




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Our PowerBuoy system uses an ocean-tested technology to
    generate electricity.
  
    We have been conducting ocean tests for over a decade 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,
    the longest of which has had continuous operation of
    12 months. Our PowerBuoy systems have survived several
    hurricanes and winter storms while installed in the ocean.  Our PowerBuoy systems grid connection has been
    certified.
  
    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.  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 load factor. The load factor is the percent of
    kiloWatt hours produced by a system in a given period as
    compared to the maximum kiloWatt hours that could be produced by
    the system in that period. A high load 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. Since we have not yet operated a complete wave power
    station, we do not have a measured load factor. However, based
    on our research and analysis, we believe the design load factor
    for a PowerBuoy wave power station located at most of our
    targeted sites would be favorably positioned in the range of 30%
    to 45%, as compared to other renewable energy services.  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
    significant and increasing electricity requirements and access
    to existing power transmission infrastructure.  We have significant commercial relationships.
  
    Our current projects with Iberdrola, PNGC Power, the Scottish
    Government, and the US Department of Energy 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 systems
    for the US Navy will significantly enhance market visibility.  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 of the design of our utility
    PowerBuoy system from the current 40kW. Assuming we are able to
    reach manufacturing levels of at least 300 units of 500kW
    PowerBuoy systems per year, we believe, based upon our 9




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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
    renewables in key markets. We expect to complete the design of
    our 500kW PowerBuoy in mid-2011.  
    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-system 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
    Fiscal


Fiscal


FiscalCustomer

2009


2008


2007US Navy


67
%


58
%


54
%Iberdrola and Total


18
%


31
%


35
%Scottish Government


8
%


10
%


4
%US Department of Energy


4
%






       Spain
    Project
   10




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30-day 30-day
  mark-up.
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(PICTURE)

(PICTURE)     Scotland
    Project
    US
    Navy
   12




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(PICTURE)

(PICTURE)   18-month
  Reedsport,
    Oregon Project
        Other
    Projects
   13




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Backlog
      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 14




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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 output of the design of
    our PowerBuoy systems from 40kW to 500kW. The key to increasing
    the rated output of the PowerBuoy system is to increase the
    systems efficiency as well as its diameter. If we increase
    the size of a PowerBuoy system, we will be able to increase the
    amount of wave energy the system can capture and, in turn,
    increase the output of the system. For example, if we double the
    size of the units float diameter, we will approximately
    quadruple its power capacity. We believe that by increasing
    system output, 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 currently
    have a commercial relationship with Iberdrola for the first
    phase of the construction of a wave power station off the coast
    of Santoña, Spain. We believe that our projects 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. This equipment might
    be used for powering sonar and radar surveillance, tsunami
    warning, oceanographic data collection, offshore platforms and
    offshore aquaculture. We have entered into a contract with the
    US Navy for the testing of our autonomous PowerBuoy in
    connection with a unique program for ocean data gathering. We
    believe that successful testing of our autonomous PowerBuoy
    System under this contract may result in additional revenues
    from the US Navy and other prospective customers.
    Maximize revenue opportunities with existing
    customers.  In January 2007, we entered into an
    agreement under which we will be responsible for the monitoring,
    operation and maintenance of the 40kW PowerBuoy system and the
    ocean-based substation and infrastructure to be manufactured and
    deployed in connection with our Spain project. The plans for the
    next phase of the project, the redeployment of the PowerBuoy
    system and the deployment of the substation, are currently under
    discussion. If this phase goes forward, we would be paid a fixed
    fee under this agreement for scheduled maintenance, ongoing
    operations and other routine services, and fees to be negotiated
    for unscheduled repairs. We plan to pursue similar operations
    and maintenance contracts with future customers in order to
    provide us with ongoing revenue streams.  Marketing
    and Sales
     15




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Utility
    PowerBuoy System Marketing
      Demonstration
    Wave Power Stations
    Autonomous
    PowerBuoy System Marketing
    Manufacturing
    and Deployment
  Manufacturing
    and Raw Materials
      project-by-project
 16




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Deployment
        Research
    and Development
   17




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on-site.
        Intellectual
    Property
        
    system design;
    control systems;
    power conversion;
    anchoring and mooring; and
    wave farm architecture.   18




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® tm tm
  Competition
            Government
    Regulation
  EU-level
 19




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Sale
    and Transmission of Electricity
      Site
    Approval
      Environmental
    Approval and Compliance
   20




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Subsidies
    and Incentives
             21




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kiloWatt-hour
    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.
     22




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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.
   23




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Our
    product development costs have been steadily increasing and may
    increase over the next several years.
    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
 24




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Our
    future success 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.
       25




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If we
    are unable to deploy larger PowerBuoy systems cost effectively
    and without damage to the systems, we may be unable to compete
    effectively.
    If we
    are not successful in completing the development of wave power
    stations in Spain, it could materially harm our business,
    financial condition and results of operations.
    30-day 30-day
  mark-up.
 26




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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.
    If we
    are unable to fulfill our obligations under our current
    operations and maintenance contract in a cost effective manner,
    our financial condition and results of operations could be
    adversely affected.
    Our
    inability to effectively manage our growth could adversely
    affect our business and operations.
     27




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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.
   28




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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.
     29




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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.
     30




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The
    loss of federal funding designed to promote innovative research
    by small businesses may adversely affect our research and
    development costs and revenues.
      We
    market and sell, and plan to market and sell, 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.   31




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We may
    not be able to raise sufficient capital to grow our
    business.
    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.
   32




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##### Table of Contents



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.
      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.
   33




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##### Table of Contents



Since
    our PowerBuoy systems can only be deployed in certain geographic
    locations, our ability to grow our business could be adversely
    affected.
    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.
     34




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##### Table of Contents



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.
    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.
     35




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##### Table of Contents



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.
    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.
   36




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##### Table of Contents




    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.      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. 37




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##### Table of Contents



Provisions
    in our bylaws will require disclosure of information by
    shareholders that would not otherwise be required to be
    disclosed under applicable US state or US federal
    laws.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   38




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##### Table of Contents



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, 2009First quarter

$
12.44


$
7.82Second quarter


9.34



4.61Third quarter


9.84



4.60Fourth quarter


7.20



3.78Year Ended April 30, 2008First quarter


18.00



13.51Second quarter


17.88



10.72Third quarter


19.75



10.08Fourth quarter


14.33



9.67   Dividend
    Policy
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Use of
    Proceeds
  Form S-1 No. 333-138595),
   39




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Fiscal Years Ended April 30,2009


2008


2007


2006


2005Consolidated Statement of Operations Data:Revenues

$
4,049,445


$
4,772,017


$
2,531,315


$
1,747,715


$
5,365,235Cost of revenues


4,840,403



7,960,042



3,983,742



2,059,318



5,170,521Gross profit (loss)


(790,958
)


(3,188,025
)


(1,452,427
)


(311,603
)


194,714Operating expenses:Product development costs


8,372,244



8,255,123



6,219,893



4,224,997



904,618Selling, general and administrative costs


9,529,071



7,732,577



4,893,580



3,190,687



2,553,911Total operating expenses


17,901,315



15,987,700



11,113,473



7,415,684



3,458,529Operating loss


(18,692,273
)


(19,175,725
)


(12,565,900
)


(7,727,287
)


(3,263,815
)Other income:Interest income, net


1,672,350



4,434,844



1,389,702



1,408,361



1,297,156Other income










13,906



74,294



1,545Foreign exchange gain (loss)


(1,295,227
)


84,158



1,523,527



(978,242
)


1,507,145Loss before incomes taxes


(18,315,150
)


(14,656,723
)


(9,638,765
)


(7,222,874
)


(457,969
)Income tax benefit














143,963



29,335Net loss

$
(18,315,150
)

$
(14,656,723
)

$
(9,638,765
)

$
(7,078,911
)

$
(428,634
)Basic and diluted net loss per share

$
(1.79
)

$
(1.44
)

$
(1.83
)

$
(1.37
)

$
(0.08
)Basic and diluted weighted average shares outstanding


10,210,354



10,200,729



5,260,794



5,162,340



5,135,550   As of April 30,2009


2008


2007


2006


2005Consolidated Balance Sheet Data:Cash, cash equivalents and short-term investments

$
41,108,229


$
88,836,304


$
115,895,619
(1)

$
32,439,365


$
38,787,176Working capital


39,120,648



85,870,307



111,187,195



30,886,029



37,903,207Long-term investments


40,628,865



12,233,437











Total assets


88,793,906



107,550,965



119,711,546



33,996,138



41,596,387Long-term debt, net of current portion


345,386



188,784



231,585



233,959



245,844Accumulated deficit


(71,242,791
)


(52,927,641
)


(38,270,918
)


(28,632,153
)


(21,553,242
)Total stockholders equity


82,783,027



100,098,609



112,541,209



31,066,704



37,836,531  40




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##### Table of Contents



(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.  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
           41




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18-month
       42




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##### Table of Contents



Financial
    Operations Overview
    Revenues
  percentage-of-completion
  mark-up
     43




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##### Table of Contents



Percentage of RevenuesYear Ended


Year Ended


Year EndedApril 30,


April 30,


April 30,Customer Location

2009


2008


2007United States


73
%


59
%


59
%Europe


25



41



39Australia


2







2Total


100
%


100
%


100
%   Cost
    of revenues
      Product
    development costs
  17-year
      Selling,
    general and administrative costs
     44




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##### Table of Contents



Interest
    income, net
    Foreign
    exchange gain (loss)
          Income
    tax benefit
   45




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##### Table of Contents



Results
    of Operations
  Fiscal
    Years Ended April 30, 2009 and 2008
    Fiscal Year Ended


Fiscal Year EndedApril 30, 2009


April 30, 2008


% ChangeAs a % of





As a % of


2009 Period toAmount


Revenues(1)


Amount


Revenues(1)


2008 PeriodRevenues

$
4,049,445



100
%

$
4,772,017



100
%


(15
)%Cost of revenues


4,840,403



120



7,960,042



167



(39
)Gross loss


(790,958
)


(20
)


(3,188,025
)


(67
)


(75
)Operating expenses:Product development costs


8,372,244



207



8,255,123



173



1Selling, general and administrative costs


9,529,071



235



7,732,577



162



23Total operating expenses


17,901,315



442



15,987,700



335



12Operating loss


(18,692,273
)


(462
)


(19,175,725
)


(402
)


(3
)Interest income, net


1,672,350



41



4,434,844



93



(62
)Foreign exchange gain (loss)


(1,295,227
)


(32
)


84,158



2



1639Net loss

$
(18,315,150
)


(452
)%

$
(14,656,723
)


(307
)%


25
%     (1)
    
    Certain subtotals may not add due to rounding.  Revenues
    
    Revenues relating to our utility PowerBuoy system decreased by
    $0.8 million due primarily to a decrease in billable work
    on our wave power station off the coast of Spain, as this
    project neared completion, and also a reduction in the expected
    contract value related to the project. Also, decreases in
    revenue related to our Hawaii project for the US Navy and our
    EMEC project in Orkney, Scotland were offset by an increase in
    revenue related to our project off the coast of Reedsport,
    Oregon.
    Revenues relating to our autonomous PowerBuoy system increased
    by $0.1 million as a result of work on projects with the US
    Navy to provide our PowerBuoy technology to a program for data
    gathering in the ocean.  Cost of
    revenues
   46




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##### Table of Contents



Product
    development costs
    Selling,
    general and administrative costs
    Interest
    income
    Foreign
    exchange gain (loss)
    Fiscal
    Years Ended April 30, 2008 and 2007
    Fiscal Year Ended


Fiscal Year EndedApril 30, 2008


April 30, 2007


% ChangeAs a % of





As a % of


2008 Period toAmount


Revenues


Amount


Revenues


2007 PeriodRevenues

$
4,772,017



100
%

$
2,531,315



100
%


89
%Cost of revenues


7,960,042



167



3,983,742



157



100Gross loss


(3,188,025
)


(67
)


(1,452,427
)


(57
)


119Operating expenses:Product development costs


8,255,123



173



6,219,893



246



33Selling, general and administrative costs


7,732,577



162



4,893,580



193



58Total operating expenses


15,987,700



335



11,113,473



439



44Operating loss


(19,175,725
)


(402
)


(12,565,900
)


(496
)


53Interest income, net


4,434,844



93



1,389,702



55



219Other income










13,906







100Foreign exchange gain


84,158



2



1,523,527



60



(94
)Net loss

$
(14,656,723
)


(307
)%

$
(9,638,765
)


(381
)%


52
%  47




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##### Table of Contents



Revenues
    
    Revenues relating to our utility PowerBuoy system increased by
    $1.3 million due to an increase in on-going work on our
    Hawaii project for the US Navy, work on the first phase of
    construction of a 1.39MW wave power station off the coast of
    Spain and work on the design, manufacture and installation of a
    wave power station consisting of a single 150kW PowerBuoy device
    in Orkney, Scotland.
    Revenues relating to our autonomous PowerBuoy system increased
    by $0.9 million as a result of work on our
    $1.7 million contract with the US Navy to provide our
    PowerBuoy technology to a program for data gathering in the
    ocean.  Cost of
    revenues
    Product
    development costs
    Selling,
    general and administrative costs
    Interest
    income
    Foreign
    exchange gain
   48




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##### Table of Contents



Liquidity
    and Capital Resources
                
    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; 49




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##### Table of Contents




    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

$
438,000


$
93,000


$
95,000


$
100,000


$
150,000Operating leases


1,474,000



451,000



715,000



308,000



Total

$
1,912,000


$
544,000


$
810,000


$
408,000


$
150,000     Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
     50




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##### Table of Contents



Revenue
    recognition and unearned revenues
        Stock-based
    compensation
  Share-Based Payment,
     51




---



##### Table of Contents



and/or
    Income
    taxes
  Accounting for Income Taxes
  Recent
    Accounting Pronouncements
  Fair Value Measurements, FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2.
 52




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##### Table of Contents




    Level 1:  Observable inputs, such as
    quoted prices in active markets for identical assets or
    liabilities;
    Level 2:  Inputs, other than the quoted
    prices in active markets, that are observable either directly or
    indirectly; and
    Level 3:  Unobservable inputs in which
    there is little or no market data, which require the reporting
    entity to develop its own assumptions.  FAS 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 FAS 157-1 FAS 157-1
  FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active FAS 157-3 FAS 157-3 FAS 157-3
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities.
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements.
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3 Goodwill and Other Intangible
    Assets FAS 142-3 FAS 142-3 FAS 142-3.
 53




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##### Table of Contents



The
    Hierarchy of Generally Accepted Accounting Principles
  FAS 115-2 FAS 124-2, Recognition and Presentation of Other-Than-Temporary
    Impairments. FAS 115-2 124-2 FAS 115-2 124-2 FAS 115-2 124-2 FAS 115-2 124-2 FAS 115-2 124-2.
  FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments. FAS 107-1 28-1 FAS 107-1 28-1, FAS 107-1 28-1 FAS 107-1 28-1
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         54




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##### Table of Contents



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-4.
    ITEM 9B.
    OTHER
    INFORMATION   55




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K.
  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
    ACCOUNTANT FEES AND SERVICES  Form 10-K.
 PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  page F-1.
   56




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##### Table of Contents



SIGNATURES
        By:
    /s/  Mark
    R. Draper   Chief Executive Officer
    Signature

Title

Date/s/  Mark
    R. DraperMark
    R. Draper

Director, Chief Executive Officer
    (Principal Executive Officer)

July 14, 2009/s/  George
    W. TaylorGeorge
    W. Taylor

Executive Chairman of the Board of Directors

July 14, 2009/s/  Charles
    F. DunleavyCharles
    F. Dunleavy

Director, Chief Financial Officer, 
    Senior Vice President, Treasurer and 
    Secretary (Principal Financial Officer
    and Principal Accounting Officer)

July 14, 2009/s/  Seymour
    S. Preston IIISeymour
    S. Preston III

Director

July 14, 2009/s/  Thomas
    J. MeaneyThomas
    J. Meaney

Director

July 14, 2009/s/  Paul
    F. LozierPaul
    F. Lozier

Director

July 14, 2009/s/  J.
    Victor ChatignyJ.
    Victor Chatigny

Director

July 14, 2009  57




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##### Table of Contents



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+

Contract Number N00014-05-C-0384, dated September 20, 2005,
    between the Office of Naval Research, U.S. Navy and Ocean Power
    Technologies, Inc., as amended by the Amendment of
    Solicitation/Modification of Contract dated March 22, 2007
    (incorporated by reference from Exhibit 10.2 to Form S-1
    filed November 13, 2006)10
.3+

Contract Number N00014-02-C-0053, dated February 8, 2002,
    between the Office of Naval Research, U.S. Navy and Ocean Power
    Technologies Inc., as modified (incorporated by reference from
    Exhibit 10.3 to Form S-1 filed November 13, 2006)10
.4

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
.5

1994 Stock Option Plan (incorporated by reference from Exhibit
    10.5 to Form S-1 filed November 13, 2006)*10
.6

Incentive Stock Option Plan (incorporated by reference from
    Exhibit 10.6 to Form S-1 filed November 13, 2006)*10
.7

2001 Stock Plan (incorporated by reference from Exhibit 10.7 to
    Form S-1 filed November 13, 2006)*10
.8

2006 Stock Incentive Plan (incorporated by reference from
    Exhibit 10.8 to Form S-1/A filed March 19, 2007)*10
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

Employment Agreement, dated September 30, 2005, between John A.
    Baylouny and Ocean Power Technologies, Inc. (incorporated by
    reference from Exhibit 10.15 to Form S-1 filed November 13,
    2006)*10
.16

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
.17

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) 58




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##### Table of Contents



ExhibitNumber

Description10
.18

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
.19+

Contract for the Development and Application of a Sea Wave
    Energy Generation System in France, dated as of June 17, 2005,
    between Iberdrola Energias Renovables II, S.A. Sociedad
    Unipersonal, Total Energie Development SA, Ocean Power
    Technologies Ltd. and Ocean Power Technologies, Inc.
    (incorporated by reference from Exhibit 10.19 to Form S-1/A
    filed March 19, 2007)10
.20

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)10
.21

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
.22+

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
.23

Amendment to Contract for the Development and Application of a
    Sea Wave Energy Generating System in France, dated as of April
    2, 2007, between Iberdrola Energias Renovables, S.A.S., Total
    Energie Development, S.A., Ocean Power Technologies Ltd. and
    Ocean Power Technologies, Inc. (incorporated by reference from
    Exhibit 10.1 to Form 10-Q filed September 14, 2007)10
.24

Modification of Contract, dated September 13, 2007, modifying
    Contract Number N00014-02-C-0053, between the Office of Naval
    Research, U.S. Navy and Ocean Power Technologies, Inc., as
    modified (incorporated by reference from Exhibit 10.1 to Form
    10-Q filed December 17, 2007)10
.25

Modification of Contract, dated September 26, 2007, modifying
    Contract Number N00014-05-C-0384, between the Office of Naval
    Research, U.S. Navy and Ocean Power Technologies, Inc., as
    modified. (incorporated by reference from Exhibit 10.2 to Form
    10-Q filed December 17, 200710
.26

Employment Agreement, dated December 21, 2007, between Herbert
    T. Nock and Ocean Power Technologies, Inc. (incorporated by
    reference from Exhibit 10.26 to Form 10-K filed July 14, 2008)*10
.27

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
.28

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
.29

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
.30

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
.31

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)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     +
    
    Confidential treatment requested as to certain portions, which
    portions have been omitted and filed separately with the SEC.*
    
    Management contract or compensatory plan or arrangement 59




---



##### 



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, 2009
    and 2008


F-5Consolidated Statements of Operations, Years
    ended April 30, 2009, 2008 and 2007


F-6Consolidated Statements of Stockholders
    Equity and Comprehensive Loss, Years ended April 30, 2009,
    2008 and 2007


F-7Consolidated Statements of Cash Flows, Years
    ended April 30, 2009, 2008 and 2007


F-8Notes to Consolidated Financial Statements


F-9   F-1




---



##### Table of Contents



Reports
    of Management  Managements
    Report on Consolidated Financial Statements
      Managements
    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
     MARK
    R. DRAPER
      CHARLES
    F. DUNLEAVY
    F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  The Board of
    Directors and Stockholders
         Internal Control  Integrated
    Framework
       F-3




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Stockholders
   Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
         F-4




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  April 30,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
12,267,830



88,836,304Short-term investments


28,840,399



Accounts receivable


985,149



1,728,637Unbilled receivables


988,418



577,452Other current assets


1,082,696



1,375,249Total current assets


44,164,492



92,517,642Property and equipment, net


897,718



628,454Patents, net


909,727



717,288Restricted cash


951,552



1,123,848Long-term investments


40,628,865



12,233,437Other noncurrent assets


1,241,552



330,296Total assets

$
88,793,906



107,550,965LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
908,837



1,457,575Accrued expenses


3,853,437



4,490,008Unearned revenues


281,570



699,752Total current liabilities


5,043,844



6,647,335Long-term debt


345,386



188,784Deferred rent


21,649



16,237Deferred credits


600,000



600,000Total liabilities


6,010,879



7,452,356Commitments and contingencies (note 14)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 and outstanding 10,210,354 shares


10,210



10,210Additional paid-in capital


154,568,931



153,057,265Accumulated deficit


(71,242,791
)


(52,927,641
)Accumulated other comprehensive loss


(553,323
)


(41,225
)Total stockholders equity


82,783,027



100,098,609Total liabilities and stockholders equity

$
88,793,906



107,550,965    F-5




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Operations
  Year Ended April 30,2009


2008


2007Revenues

$
4,049,445



4,772,017



2,531,315Cost of revenues


4,840,403



7,960,042



3,983,742Gross loss


(790,958
)


(3,188,025
)


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


8,372,244



8,255,123



6,219,893Selling, general and administrative costs


9,529,071



7,732,577



4,893,580Total operating expenses


17,901,315



15,987,700



11,113,473Operating loss


(18,692,273
)


(19,175,725
)


(12,565,900
)Interest income, net


1,672,350



4,434,844



1,389,702Other income










13,906Foreign exchange gain (loss)


(1,295,227
)


84,158



1,523,527Net loss

$
(18,315,150
)


(14,656,723
)


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

$
(1.79
)


(1.44
)


(1.83
)Weighted average shares used to compute basic anddiluted net loss per share


10,210,354



10,200,729



5,260,794    F-6




---



##### Table of Contents



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





Other


TotalCommon Shares


Paid-In


Accumulated


Comprehensive


StockholderShares


Amount


Capital


Deficit


Loss


EquityBalance, May 1, 2006


5,171,119


$
5,171



59,725,777



(28,632,153
)


(32,091
)


31,066,704Net loss














(9,638,765
)






(9,638,765
)Foreign currency translation adjustment


















(8,639
)


(8,639
)Total comprehensive loss






















(9,647,404
)Compensation related to stock option grants issued to employees










1,082,181











1,082,181Compensation related to stock option grants issued for services










70,235











70,235Adjustment for reverse stock split rounding


(9
)


















Sale of common stock, net of issuance costs


5,000,000



5,000



89,898,819











89,903,819Proceeds from exercise of stock options


15,144



15



65,659











65,674Balance, April 30, 2007


10,186,254



10,186



150,842,671



(38,270,918
)


(40,730
)


112,541,209Net loss














(14,656,723
)






(14,656,723
)Foreign currency translation adjustment


















(495
)


(495
)Total comprehensive loss






















(14,657,218
)Compensation related to stock option grants issued to employees










1,788,841











1,788,841Compensation related to stock option grants issued for services










137,982











137,982Proceeds from exercise of stock options


24,100



24



287,771











287,795Balance, April 30, 2008


10,210,354



10,210



153,057,265



(52,927,641
)


(41,225
)


100,098,609Net loss














(18,315,150
)






(18,315,150
)Foreign currency translation adjustment


















(512,098
)


(512,098
)Total comprehensive loss






















(18,827,248
)Compensation related to stock option grants and restricted stock
    issued to employees










1,475,215











1,475,215Compensation related to stock option grants and restricted stock
    issued for services










36,451











36,451Balance, April 30, 2009


10,210,354


$
10,210



154,568,931



(71,242,791
)


(553,323
)


82,783,027    F-7




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Year Ended April 30,2009


2008


2007Cash flows from operating activities:Net loss

$
(18,315,150
)


(14,656,723
)


(9,638,765
)Adjustments to reconcile net loss to net cash used in operating
    activities:Foreign exchange (gain) loss


1,295,227



(84,158
)


(1,523,527
)Depreciation and amortization


299,405



241,721



269,075Loss on disposal of equipment


268,976







24,572Treasury note premium amortization


288,331







Compensation expense related to stock option grants


1,511,666



1,926,823



1,152,416Deferred rent


5,412



5,412



10,825Changes in operating assets and liabilities:Accounts receivable


472,422



(878,643
)


(827,287
)Unbilled receivables


(589,970
)


(270,136
)


(95,896
)Other current assets


140,418



(918,380
)


(99,436
)Other noncurrent assets


(857,060
)


(76,571
)


Accounts payable


(448,138
)


(122,323
)


1,233,484Accrued expenses


(361,284
)


496,838



2,126,616Unearned revenues


(418,182
)


699,752



(14,405
)Other current liabilities






(26,106
)


(85,470
)Net cash used in operating activities


(16,707,927
)


(13,662,494
)


(7,467,798
)Cash flows from investing activities:Purchases of certificates of deposit


(95,992,100
)


(8,968,170
)


(55,187,304
)Maturities of certificates of deposit


67,151,702



17,358,316



47,279,314Purchases of long-term investments


(28,683,759
)


(12,233,437
)


Restricted cash










(983,376
)Purchases of equipment


(811,493
)


(419,835
)


(107,271
)Payments of patent costs


(243,941
)


(112,705
)


(217,763
)Investments in joint ventures and other noncurrent assets






(27,714
)


(122,001
)Net cash used in investing activities


(58,579,591
)


(4,403,545
)


(9,338,401
)Cash flows from financing activities:Proceeds from long-term debt


250,000







Repayment of long-term debt


(42,801
)






Sale of common stock, net of issuance costs






(870,116
)


90,773,935Proceeds from exercise of stock options






287,795



65,674Net cash provided by (used in) financing activities


207,199



(582,321
)


90,839,609Effect of exchange rate changes on cash and cash equivalents


(1,488,155
)


(20,809
)


1,514,854Net increase (decrease) in cash and cash equivalents


(76,568,474
)


(18,669,169
)


75,548,264Cash and cash equivalents, beginning of period


88,836,304



107,505,473



31,957,209Cash and cash equivalents, end of period

$
12,267,830



88,836,304



107,505,473Supplemental disclosure of noncash investing and financing
    activities:Capitalized patent costs financed through accounts payable and
    accrued espenses

$
23,255



35,048



30,343Stock issuance costs financed through accounts payable and
    accrued expenses










870,116Capitalized purchases of equipment financed through accounts
    payable


96,304



36,964



Capitalized investment in joint ventures financed through
    accrued expenses


175,803







    F-8




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
  (1)
    Background    (2)
    Summary
    of Significant Accounting Policies  (a)
    Consolidation  majority-owned
  Consolidation of Variable
    Interest Entities
  (b)
    Use of
    Estimates    (c)
    Revenue
    Recognition  percentage-of-completion
    (d)
    Cash
    and Cash Equivalents   F-9




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (e)
    Investments  held-to-maturity held-to-maturity held-to-maturity.
  (f)
    Restricted
    Cash and Credit Facility    (g)
    Property
    and Equipment    (h)
    Foreign
    Exchange Gains and Losses    (i)
    Patents    (j)
    Long-Lived
    Assets  Accounting for the Impairment or
    Disposal of Long-Lived Assets,
 F-10




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (k)
    Concentration
    of Credit Risk      Years Ended April 30,Customer

2009


2008


2007US Navy


67
%


58
%


54
%Iberdrola and Total


18
%


31
%


35
%Scottish Government


8
%


10
%


4
%     (l)
    Net
    Loss per Common Share      (m)
    Stock-Based
    Compensation  Share-Based Payment
  Valuation
    Assumptions for Options Granted During the Years Ended
    April 30, 2009, 2008 and 2007.
   F-11




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Share-Based Payment.
  Years Ended April 30,2009


2008


2007Risk-free interest rate


3.36
%


4.69
%


5.01
%Expected dividend yield


0.0
%


0.0
%


0.0
%Expected life


6.29 years



5.99 years



5.5 yearsExpected volatility


79.3
%


77.9
%


72.0
%     (n)
    Accounting
    for Income Taxes    (o)
    Accumulated
    Other Comprehensive Loss    (p)
    Recent
    Accounting Pronouncements  Fair Value Measurements, FAS 157-2, Effective Date of FASB Statement No. 157, FAS 157-2.
    
    Level 1:  Observable inputs, such as
    quoted prices in active markets for identical assets or
    liabilities;
    Level 2:  Inputs, other than the quoted
    prices in active markets, that are observable either directly or
    indirectly; and
    Level 3:  Unobservable inputs in which
    there is little or no market data, which require the reporting
    entity to develop its own assumptions. F-12




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   FAS 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 FAS 157-1 FAS 157-1
  FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active FAS 157-3 FAS 157-3 FAS 157-3
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities.
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements.
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3 Goodwill and Other Intangible
    Assets FAS 142-3 FAS 142-3 FAS 142-3.
  The
    Hierarchy of Generally Accepted Accounting Principles
  FAS 115-2 FAS 124-2, Recognition and Presentation of
    Other-Than-Temporary
    Impairments, FAS 115-2 124-2
 F-13




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  other-than-temporarily FAS 115-2 124-2 other-than-temporary other-than-temporary other-than-temporary FAS 115-2 124-2 FAS 115-2 124-2 FAS 115-2 124-2.
  FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments. FAS 107-1 28-1 FAS 107-1 28-1, FAS 107-1 28-1 FAS 107-1 28-1
  (3)
    Short-Term
    Investments    April 30,2009


2008Certificates of deposit denominated in USD

$
3,685,370



Certificates of deposit denominated in GBP


3,217,152



US Treasury obligations


21,937,877



$
28,840,399



   (4)
    Long-Term
    Investments  held-to-maturity
  Gross


GrossAmortized


Unrealized


Unrealized


MarketCost


Gains


Losses


ValueApril 30, 2009US Treasury obligations

$
40,628,865



430,558



(20,963
)


41,038,460April 30, 2008US Treasury obligations

$
12,233,437
(1)










12,233,437     (1)
    
    This was one investment purchased on the last day of the fiscal
    year. Consequently there was no difference between amortized
    cost and market value. F-14




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (5)
    Property
    and Equipment    April 30,2009


2008Computers and software

$
581,790



614,695Equipment


699,838



630,116Office furniture and equipment


290,812



247,491Leasehold improvements


141,129



70,1451,713,568



1,562,447Less accumulated depreciation


(815,851
)


(933,993
)$
897,718



628,454   (6)
    Accrued
    Expenses    (7)
    Related
    Party Transactions      (8)
    Debt   F-15




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (9)
    Deferred
    Credits    (10)
    Common
    Stock  one-for-ten
    (11)
    Preferred
    Stock    (12)
    Share-Based
    Compensation       F-16




---



##### Table of Contents



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 at May 1, 2008


1,445,302


$
14.61Forfeited


(90,300
)


13.87Expired


(40,210
)


18.82Exercised






Granted


317,471



8.88Outstanding at April 30, 2009


1,632,263



13.43



5.1Exercisable at April 30, 2009


1,089,718



14.50



3.5       (b)
    Non-Vested
    Restricted Stock   F-17




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageNumber


Price perof Shares


ShareOutstanding at May 1, 2008





$
Forfeited






Expired






Vested






Granted


40,000



6.48Outstanding at April 30, 2009


40,000



6.48     (c)
    Shares
    of Common Stock    (13)
    Income
    Taxes    April 30,2009


2008Deferred tax assets:Federal net operating loss carryforwards

$
15,519,000



10,942,000Foreign net operating loss carryforwards


3,380,000



3,328,000New Jersey state operating loss carryforwards


1,792,000



756,000Federal research and development tax credits


1,089,000



882,000Foreign research and development tax credits


646,000



870,000Stock compensation


2,151,000



1,788,000Unrealized foreign exchange loss


224,000



148,000Accrued expenses


515,000



731,000Other


233,000



7,000Gross deferred tax assets


25,549,000



19,452,000Valuation allowance

$
(25,549,000
)


(19,452,000
)Net deferred tax assets

$




  F-18




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended April 30,2009


2008


2007Computed expected tax benefit


(34
)%


(34
)%


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


(5
)


(6
)


(6
)Stock-based compensation expense


1



5



8Federal research and development tax credits


(1
)


(1
)


(1
)Foreign research and development tax credits






(6
)


Foreign rate differential


1







Other non-deductible expenses


1







1Other


4







Increase in valuation allowance


33



42



32
%



%



%   Accounting for Income
    Taxes
    Accounting for Uncertainty in Income Taxes
   F-19




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (14)
    Commitments
    and Contingencies  (a)
    Operating
    Lease Commitments    Year ending April 30:2010

$
450,7512011


364,2932012


351,2342013


307,568Thereafter


$
1,473,846   (b)  Spain
    Construction Agreement
    (c)
    Litigation    (15)
    Quarterly
    Financial Data (Unaudited)   Three Months EndedFiscal Year 2009

Jul 31


Oct 31


Jan 31


Apr 30Revenues

$
1,786,628



667,124



964,803



630,890Gross profit (loss)


(161,518
)


(702,454
)


326,211



(253,197
)Operating loss


(4,416,283
)


(5,426,265
)


(3,882,472
)


(4,967,253
)Net loss


(3,893,164
)


(6,115,701
)


(3,597,665
)


(4,708,620
)Basic and diluted net loss per share

$
(0.38
)


(0.60
)


(0.35
)


(0.46
)   Three Months EndedFiscal Year 2008

Jul 31


Oct 31


Jan 31


Apr 30Revenues

$
555,704



1,686,212



1,421,856



1,108,245Gross loss


(249,288
)


(236,984
)


(570,668
)


(2,131,085
)Operating loss


(4,061,624
)


(3,550,857
)


(4,600,822
)


(6,962,422
)Net loss


(2,437,844
)


(1,870,816
)


(3,992,961
)


(6,355,102
)Basic and diluted net loss per share

$
(0.24
)


(0.18
)


(0.39
)


(0.62
)  F-20




---



##### Table of Contents



OCEAN
    POWER TECHNOLOGIES, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (16)
    Operating
    Segments and Geographic Information      Year Ended April 30, 2009North 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   Year Ended April 30, 2008North America


Europe


Australia


TotalRevenues from external customers

$
2,831,122



1,940,895







4,772,017Operating loss


(15,695,543
)


(3,221,882
)


(258,300
)


(19,175,725
)Long-lived assets


392,980



234,497



977



628,454Total assets

$
103,873,654



3,624,686



52,625



107,550,965   Year Ended April 30, 2007North America


Europe


Australia


TotalRevenues from external customers

$
1,484,998



1,007,689



38,628



2,531,315Operating loss


(10,254,579
)


(2,191,703
)


(119,618
)


(12,565,900
)Long-lived assets


293,633



94,290







387,923Total assets

$
118,074,176



1,607,549



29,821



119,711,546  F-21