UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-K/A

(Amendment
No.1)



|[X]  | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---- | --------------------------------------------------------------------------------------------
|     |                                                                                             
|     | For
    the fiscal year ended April 30, 2018                                                
|     |                                                                                             
|     | or                                                                                          
|     |                                                                                             
|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|     |                                                                                             
|     | For
    the transition period from
                        to
                 .            



Commission
File Number 001-33417



Ocean
Power Technologies, Inc.



|Delaware
        (State
        or other jurisdiction of
        incorporation
        or organization) |  | 22-2535818
        (I.R.S.
        Employer
        Identification
        No.)
|------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------



28
ENGELHARD DRIVE

MONROE
TOWNSHIP, NJ 08831

(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 Registered
|---------------------------------- |  | ----------------------------------------
|Common
    Stock, par value $0.001 |  | The
    Nasdaq Capital Market           



Securities
registered pursuant to Section 12(g) of the Act:

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ] | Non-accelerated
    filer [  ] | Smaller
    reporting company [X]
|-------------------------------- | -------------------------- | ------------------------------ | ---------------------------------

(Do
not check if a smaller reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



Emerging
growth company [  ]



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



The
aggregate market value of the common stock of the registrant held by non-affiliates as of October 31, 2017, the last business
day of the registrant’s most recently completed second fiscal quarter, was $22.6 million based on the closing sale price
of the registrant’s common stock on that date as reported on the NASDAQ Capital Market.



The
number of shares outstanding of the registrant’s common stock as of July 5, 2018 was 18,368,286.


















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) hereby amends the Annual Report on Form 10-K for the fiscal year
ended April 30, 2018, which Ocean Power Technologies, Inc. (the “Company”,” “we” or “us”)
previously filed with the Securities and Exchange Commission (“SEC”) on July 17, 2018 (the “Original Form 10-K”).
We are filing this amendment to add conformed signatures omitted on the following pages; page 68- signatures for all Board of
Directors; page F-2- signatures for George H. Kirby III and Matthew T. Shafer; Exhibit 31.1 and 32.1- signature for George H.
Kirby III; and Exhibit 31.2 and 32.2- signature for Matthew T. Shafer. Except as expressly set forth herein, this Form 10-K/A
does not reflect events occurring after the date of the original filing of the Original Form 10-K or modify or update any of the
other disclosures contained therein in any way. Accordingly, this Form 10-K/A should be read in conjunction with the Original
Form 10-K and the Company’s other filings with the SEC.











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | OCEAN
    POWER TECHNOLOGIES, INC.
|----------------------- | ----------------------------------
|                        |                                   
|Date:
    July 17, 2018 |                                   
|                        |                                   
|                        | By:                               
|                        |                                   



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:



|SIGNATURE                   |  | TITLE                                                                                                                |  | DATE             
|--------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | -----------------
|                            |  |                                                                                                                      |  |                  
|/s/
    George H. Kirby III |  | President
    and Chief Executive Officer                                                                            |  | July
    17, 2018
|George
    H. Kirby III     |  | (Principal
        Executive Officer)
        Director                                                               |  |                  
|                            |  |                                                                                                                      |  |                  
|/s/
    Matthew T. Shafer   |  | Chief
    Financial Officer                                                                                          |  | July
    17, 2018
|Matthew
    T. Shafer       |  | and
        Treasurer
        (Principal
        Financial Officer and
        Principal
        Accounting Officer) |  |                  
|                            |  |                                                                                                                      |  |                  
|/s/
    Terence J. Cryan    |  | Chairman
        of the Board
        Director                                                                       |  | July
    17, 2018
|Terence
    J. Cryan        |  |                                                                                                                      |  |                  
|                            |  |                                                                                                                      |  |                  
|/s/
    Dean J. Glover      |  | Director                                                                                                             |  | July
    17, 2018
|Dean
    J. Glover          |  |                                                                                                                      |  |                  
|                            |  |                                                                                                                      |  |                  
|/s/
    Steven M. Fludder   |  | Director                                                                                                             |  | July
    17, 2018
|Steven
    M. Fludder       |  |                                                                                                                      |  |                  
|                            |  |                                                                                                                      |  |                  
|/s/
    Robert K. Winters   |  | Director                                                                                                             |  | July
    17, 2018
|Robert
    K. Winters       |  |                                                                                                                      |  |                  



68







Reports
of Management



Management’s
Report on Consolidated Financial Statements



The
accompanying consolidated financial statements have been prepared by the management of Ocean Power Technologies, Inc. (the Company)
in conformity with generally accepted accounting principles to reflect the financial position of the Company and its operating
results. The financial information appearing throughout this Annual Report is consistent with the consolidated financial statements.
Management is responsible for the information and representations in such consolidated financial statements, including the estimates
and judgments required for their preparation. The consolidated financial statements have been audited by KPMG LLP, an independent
registered public accounting firm, as stated in their report, which appears herein.



The
Audit Committee of the Board of Directors, which is composed entirely of directors who are not officers or employees of the Company,
meets regularly with management and the independent registered public accounting firm. The independent registered public accounting
firm has had, and continues to have, direct access to the Audit Committee without the presence of other management personnel,
and have been directed to discuss the results of their audit work and any matters they believe should be brought to the Committee’s
attention. The independent registered public accounting firm reports directly to the Audit Committee.



Management’s
Annual Report on Internal Control over Financial Reporting



The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
in the United States. The Company’s internal control over financial reporting includes those policies and procedures that:



| | ● | 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.                                                                                                                                   



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



The
Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April
30, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on this assessment using those
criteria, management concluded that the Company’s internal control over financial reporting was effective as of April 30,
2018.



|/s/
George H. Kirby III                   | 
|----------------------------------------- | 
|George
    H. Kirby III                   | 
|President
    and Chief Executive Officer | 
|                                          | 
|/s/
    Matthew T. Shafer                 | 
|Matthew
    T. Shafer                     | 
|Chief
    Financial Officer and Treasurer | 



F-2







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                           | OCEAN
    POWER TECHNOLOGIES, INC.
|-------------------------- | ----------------------------------
|                           |                                   
|Date:
    October 12, 2018 |                                   
|                           |                                   
|                           | By:                               
|                           |