UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-K/A



(Amendment
No. 2)



|☒ | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|- | --------------------------------------------------------------------------------------------
|  |                                                                                             
|  | For
    the fiscal year ended April 30, 2021                                                
|  |                                                                                             
|  | 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                                                                                                           |  | 22-2535818                                      
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------
|(State
                                            or other jurisdiction of
    incorporation
    or organization) |  | (I.R.S.
    Employer
    Identification
    No.)



28
ENGELHARD DRIVE, SUITE B

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 |  | NYSE
    American                       



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 ☒



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 ☒



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 ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐



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



|Large
    accelerated filer ☐ | Accelerated
    filer ☐ | Non-accelerated
    filer ☐ | Smaller
    reporting company ☒
|----------------------------- | ----------------------- | --------------------------- | -------------------------------
|                              |                         |                             | 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.☐



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒



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



The
aggregate market value of the common stock of the registrant held by non-affiliates as of October 31, 2020, the last business day of
the registrant’s most recently completed second fiscal quarter, was $40.8 million based on the closing sale price of the registrant’s
common stock on that date as reported on the Nasdaq Capital Market, the exchange on which the common stock was traded on such date.



The
number of shares outstanding of the registrant’s common stock as of August 20, 2021 was 52,458,011.


















EXPLANATORY
                                            NOTE



This
    Amendment No. 2 on Form 10-K/A amends the Ocean Power Technologies, Inc. (“we”, “us”, “our” or
    the “Company”) Annual Report on Form 10-K for the fiscal year ending April 30, 2021, as filed with the Securities and
    Exchange Commission (“SEC”) on July 19, 2021, as amended on August 27, 2021 (the “Original Filing”). We are
    filing this Amendment No. 2 to refile Part II of the Original Filing to include in Item 9A Management’s Report on Internal
    Control over Financial Reporting, which was previously omitted from our Original Filing.



As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certificates of our principal executive officer and
principal financial officer are being filed as exhibits to this Amendment No. 2 on Form 10-K/A as Exhibits 31.1 and 31.2.



Except
    as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date
    of the Original Filing and we have not updated the disclosures contained therein to reflect any events which may have taken place
    at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment No. 2 on Form 10-K/A should be read in conjunction
    with our filings with the SEC subsequent to the date of the Original Filing.











PART
II



ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Stockholders



Our
common stock was listed on the Nasdaq Capital Market, under the symbol “OPTT” until June 2021 when the listing was transferred
to the NYSE American under the same symbol. As of July 16, 2021, there were 124 holders of record for shares of our common stock. Since
a portion of our common stock is held in “street” or nominee name, we are unable to determine the exact number of beneficial
holders.



Dividend
Policy



We
have never declared or paid any cash dividends on our common stock, and we do not currently anticipate declaring or paying cash dividends
on our common stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the growth
and development of our business. Any future determination relating to our dividend policy will be made at the discretion of our Board
of Directors, and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects,
contractual restrictions and covenants, and other factors that our Board of Directors may deem relevant.



Transfer
Agent Information



Our
transfer agent is Computershare Trust Company, N.A. Computershare is located at 250 Royall Street, Canton, MA 02021-1011. Its contact
information is: United States and Canada: (800) 662 - 7232, International (781) 575–4238, and its website is located at www.computershare.com.



Purchases
of Equity Securities by the Issuer



The
following table details our share repurchases for the three months ended April 30, 2021:



|Period                   |  |  | Total 
Number of
 Shares
 Purchased |  |  |   | Average 
Price Paid 
per Share |  |  |  | Total 
Number of
 Shares
 Purchased 
as Part of
 Publicly
 Announced
 Plans |  |  |   | Approximate
 Dollar Value of 
Shares that May Yet
 Be 
Purchased
 Under the 
Plan | 
|------------------------ |  |  | ----------------------------------- |  |  | - | ------------------------------ |  |  |  | --------------------------------------------------------------------------- |  |  | - | --------------------------------------------------------------------------------- | 
|                         |  |  |                                     |  |  |   |                                |  |  |  |                                                                             |  |  |   |                                                                                   | 
|February 1 - February 28 |  |  | -                                   |  |  | $ | -                              |  |  |  | -                                                                           |  |  | $ | -                                                                                 | 
|March 1 - March 31       |  |  | -                                   |  |  | $ | -                              |  |  |  | -                                                                           |  |  | $ | -                                                                                 | 
|April 1 - April 30       |  |  | -                                   |  |  | $ | -                              |  |  |  | -                                                                           |  |  | $ | -                                                                                 | 



Equity
Compensation Plan Information



See
“Part III, Item 12- Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters- Equity Compensation
Plan Information.”



Unregistered
Sales of Equity Securities and Use of Proceeds



Not
Applicable.



ITEM
6. SELECTED FINANCIAL DATA



Not
Applicable.











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, and elsewhere in this 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. Our fiscal year ends on April 30. References to fiscal 2021 are to the fiscal year ended April
30, 2021.



Business
Overview



We
are a marine power, data solutions and service provider. We control the design, manufacture, sales, installation, operations and maintenance
of our solutions and services while working closely with commercial, technical, and other development partners that provide software,
controls, mechatronics, sensors, integration services, and marine installation services. We believe our renewable autonomous ocean solutions
deliver power and data collection, analysis and communication in remote ocean environments, allowing users to connect with their ocean
environment. Our mission and purpose are to provide intelligent maritime solutions and services that enable safer and more productive
ocean operations for the defense and security, offshore oil and gas, science and research, and offshore wind markets. We achieve this
through our proprietary, state-of-the-art technologies that are at the core of our clean and renewable energy platforms upon which we
develop and deploy our solutions and services.



Business
Update Regarding COVID-19



The
COVID-19 pandemic presented substantial health and economic risks, uncertainties and challenges to our business, the global economy and
financial markets. In March 2020, one of the Company’s customers cancelled a portion of their contract due to the outbreak of COVID-19
and instead extended an existing lease. In April 2020, the Company declared force majeure on a contract with a different customer and
delayed the deployment of its PB3 PowerBouy® in Chile. For additional information on various uncertainties and risks posed by the
COVID-19 pandemic, see Part I, Item 1A “Risk Factors” of this report.



On
March 27, 2020, the U.S. Government passed into law the Coronavirus Aid, Relief and Economic Security Act, or the (“CARES Act”).
On May 3, 2020, the Company signed a Paycheck Protection Program (“PPP”) loan with Santander Bank, N.A. (“Santander”)
as the lender for $890,347 in support through the Small Business Association (“SBA”) under the PPP loan. The PPP loan is
unsecured and evidenced by a note in favor of Santander as the lender and governed by a Loan Agreement with Santander. The interest rate
is 1% and the loan is repayable over two years. The loan contains customary events of defaults relating to, among other things, payment
defaults or breaches of the terms of the loan. Upon the occurrence of an event of default, the lender may require immediate repayment
of all outstanding amounts under the loan. Interest and principal payments are deferred for the first 6 months from the date of the loan.
Principal and interest are payable monthly commencing 6 months after the disbursement date and may be repaid by the Company at any time
prior to maturity with no prepayment penalties. The Company received the proceeds on May 5, 2020.



The
Company filed its loan forgiveness application at the end of February 2021 asking for 100% forgiveness of the loan. In June 2021, the
Company was informed that its application was approved, and the loan is now fully forgiven.











Capital
Raises



At
the Market Offering Agreements



On
January 7, 2019, the Company entered into an At the Market Offering Agreement (“2019 ATM Facility”) with AGP, under which
the Company may issue and sell to or through AGP, acting as agent and/or principal, shares of the Company’s common stock having
an aggregate offering price of up to $25.0 million. From inception of the program through its termination on December 8, 2020, under
the 2019 ATM Facility, the Company sold and issued an aggregate of 17,595,472 shares of its common stock with an aggregate market value
of $23.4 million at an average price of $1.33 per share and paid AGP a sales commission of approximately $0.8 million related to those
shares. The agreement was fully utilized and terminated on December 8, 2020.



On
November 20, 2020, the Company entered into an At the Market Offering Agreement with AGP (the “2020 ATM Facility”). The Company
on December 4, 2020 filed a prospectus with the Securities and Exchange Commission whereby, the Company could issue and sell to or through
AGP, acting as agent and/or principal, shares of the Company’s common stock having an aggregate offering price of up to $50.0 million.
From inception of the 2020 ATM Facility through April 30, 2021, the Company sold and issued an aggregate of 17,179,883 shares of its
common stock with an aggregate market value of $50.0 million at an average price of $2.91 per share and paid AGP a sales commission of
approximately $1.6 million related to those shares. A prospectus supplement would need to be filed for the Company to sell additional
amounts under the 2020 ATM Facility.



Equity
Line Common Stock Purchase Agreements



On
October 24, 2019, the Company entered into a common stock purchase agreement with Aspire Capital which provided that, subject to certain
terms, conditions and limitations, Aspire Capital was committed to purchase up to an aggregate of $10.0 million shares of the Company’s
common stock over a 30-month period. Through September 18, 2020, the Company had sold an aggregate of 6,424,205 shares of common stock
with an aggregate market value of $4.0 million at an average price of $0.63 per share pursuant to this common stock purchase agreement.
The agreement was fully utilized and terminated on September 18, 2020.



On
September 18, 2020, the Company entered into a new common stock purchase agreement with Aspire Capital which provided that, subject to
certain terms, conditions and limitations, Aspire Capital was committed to purchase up to an aggregate of $12.5 million shares of the
Company’s common stock over a 30-month period subject to a limit of 19.99% of the outstanding common stock on the date of the agreement
if the price did not exceed a specified price in the agreement. The number of shares the Company could issue within the 19.99% limit
was 3,722,251 shares without shareholder approval. Shareholder approval was received at the Company’s annual meeting of stockholders
on December 23, 2020 for the sale of 9,864,706 additional shares of common stock which exceeds the 19.99% limit of outstanding common
stock on the date of the agreement. Through April 30, 2021, the Company had sold an aggregate of 3,722,251 shares of common stock with
an aggregate market value of $11.8 million at an average price of $3.17 per share pursuant to this common stock purchase agreement.



The
sale of additional equity or convertible securities could result in dilution to our stockholders. If additional funds are raised through
the issuance of debt securities or preferred stock, these securities could have rights senior to those associated with our common stock
and could contain covenants that would restrict our operations. The Company currently has committed sources of equity financing through
its At the Market Offering Agreement with A.G.P/Alliance Global Partners (“AGP”) and the Aspire Capital financing (see Note
11), but the Company cannot be sure that additional equity and/or debt financing will be available to the Company as needed on acceptable
terms, or at all.. If we are unable to obtain required financing when needed, we may be required to reduce the scope of our operations,
including our planned product development and marketing efforts, which could materially and adversely affect our financial condition
and operating results. If we are unable to secure additional financing, we may be forced to cease our operations.











Backlog



As
of April 30, 2021, our negotiated backlog was $0.2 million. As of April 30, 2020, our negotiated backlog was $1.0 million. Our backlog
can include unfilled firm orders for our products and services from commercial and governmental customers. If any of our contracts were
to be terminated, our backlog would be reduced by the expected value of the remaining terms of such contract.



The
amount of contract backlog is not necessarily indicative of future revenue because modifications to, or terminations of present contracts
and production delays can provide additional revenue or reduce anticipated revenue. A substantial portion of our revenue has been for
the support of our product development efforts. These revenues are recognized using the percentage-of-completion method, and changes
in estimates from time to time may have a significant effect on revenue and backlog. Our backlog is also typically subject to large variations
from time to time due to the timing of new awards.



Critical
Accounting Policies and Estimates



To
understand our financial statements, it is important to understand our critical accounting policies and estimates. We prepare our financial
statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of financial statements
also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related
disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences
between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and
cash flows will be affected. We believe that the accounting policies are critical to understanding our historical and future performance,
as these policies relate to the more significant areas involving management’s judgments and estimates.



We
believe the following accounting policies require significant judgment and estimates by us in the preparation of our consolidated financial
statements.



Revenue
recognition



A
performance obligation is the unit of account for revenue recognition. The Company assesses the goods or services promised in a contract
with a customer and identifies as a performance obligation either: a) a good or service (or a bundle of goods or services) that is distinct;
or b) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
A contract may contain a single or multiple performance obligations. For contracts with multiple performance obligations, the Company
allocates the contracted transaction price to each performance obligation based upon the relative standalone selling price, which represents
the price the Company would sell a promised good or service separately to a customer. The Company determines the standalone selling price
based upon the facts and circumstances of each obligated good or service. The majority of the Company’s contracts have no observable
standalone selling price since the associated products and services are customized to customer specifications. As such, the standalone
selling price generally reflects the Company’s forecast of the total cost to satisfy the performance obligation plus an appropriate
profit margin.



The
nature of the Company’s contracts may give rise to several types of variable considerations, including unpriced change orders and
liquidated damages and penalties. Variable consideration can also arise from modifications to the scope of services. Variable consideration
is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not
occur once the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination
of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, performance
and any other information (historical, current, and forecasted) that is reasonably available to us. There was no variable consideration
as of April 30, 2021 and 2020.



The
Company recognizes revenue when or as it satisfies a performance obligation by transferring a good or service to a customer, either (1)
at a point in time or (2) over time. A good or service is transferred when or as the customer obtains control of it. The evaluation of
whether control of each performance obligation is transferred at a point in time or over time is made at contract inception. Input measures
such as costs incurred or time elapsed are utilized to assess progress against specific contractual performance obligations for the Company’s
services. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the services
to be provided. For the Company, the input method using costs incurred or time elapsed best represents the measure of progress against
the performance obligations incorporated within the contractual agreements. When the Company’s estimate of total costs to be incurred
to satisfy the performance obligations exceed revenue, the Company recognizes the loss immediately.











Financial
Operations Overview



The
following table provides information regarding the breakdown of our revenues by customer for fiscal years 2021 and 2020:



|                       |  | Twelve months ended April 30, |      
|---------------------- |  | ----------------------------- | -----
|                       |  | 2021                          |      
|                       |  | (in thousands)                |      
|Eni S.p.A.             |  | $                             | 271  
|Premier Oil UK Limited |  |                               | 27   
|EGP                    |  |                               | 740  
|ACET                   |  |                               | 53   
|Deepstar               |  |                               | 80   
|Other                  |  |                               | 35   
|                       |  | $                             | 1,206



We
currently focus our sales and marketing efforts globally. The following table shows the percentage of our revenues by geographical location
of our customers for fiscal 2021 and 2020:



|                  |  | Twelve months ended April 30, |    
|----------------- |  | ----------------------------- | ---
|Customer Location |  | 2021                          |    
|Europe            |  |                               | 25 
|South America     |  |                               | 61 
|North America     |  |                               | 14 
|                  |  |                               | 100



Foreign
exchange loss



We
transact business in various countries and have exposure to fluctuations in foreign currency exchange rates. Foreign exchange gains and
losses arise in the translation of foreign-denominated assets and liabilities, which may result in realized and unrealized gains or losses
from exchange rate fluctuations. Since we conduct our business in US dollars and our functional currency is the US dollar, our main foreign
exchange exposure, if any, results from changes in the exchange rate between the US dollar and other foreign currencies.



We
maintain cash accounts that are denominated in British pounds sterling, Euros and Australian dollars. These foreign denominated accounts
had a balance of $0.3 million as of April 30, 2021 and $0.3 million as of April 30, 2020, compared to our total cash, cash equivalents,
and restricted cash balances of $83.6 million as of April 30, 2021 and $10.9 million as of April 30, 2020. These foreign currency balances
are translated at each month end the US dollar, and any resulting gain or loss is recognized in our results of operations.



In
addition, a portion of our operations is conducted through our subsidiaries in countries other than the U.S., specifically Ocean Power
Technologies Ltd. in the United Kingdom, the functional currency of which is the British pound sterling, and Ocean Power Technologies
(Australasia) Pty Ltd. in Australia, the functional currency of which is the Australian dollar. Both of these subsidiaries have foreign
exchange exposure that results from changes in the exchange rate between their functional currency and other foreign currencies in which
they conduct business.











We
currently do not hedge our exchange rate exposure. However, we assess the anticipated foreign currency working capital requirements and
capital asset acquisitions of our foreign operations and attempt to maintain a portion of our cash and cash equivalents denominated in
foreign currencies sufficient to satisfy these anticipated requirements. We also assess the need and cost to utilize financial instruments
to hedge currency exposures on an ongoing basis and may hedge against exchange rate exposure in the future.



Results
of Operations



This
section should be read in conjunction with the discussion below under “- Liquidity and Capital Resources.”



Fiscal
Years Ended April 30, 2021 and 2020



The
following table contains selected statement of operations information, which serves as the basis of the discussion of our results of
operations for the years ended April 30, 2021 and 2020:



|                                                            |  | Twelve months ended April 30, |        
|----------------------------------------------------------- |  | ----------------------------- | -------
|                                                            |  | 2021                          |        
|                                                            |  | (in thousands)                |        
|                                                            |  |                               |        
|Revenues                                                    |  | $                             | 1,206  
|Cost of revenues                                            |  |                               | 2,279  
|Gross loss                                                  |  |                               | (1,073 
|Operating expenses:                                         |  |                               |        
|Engineering and product development costs                   |  |                               | 4,747  
|Selling, general and administrative costs                   |  |                               | 7,772  
|Total operating expenses                                    |  |                               | 12,519 
|Operating loss                                              |  |                               | (13,592
|Gain due to the change in fair value of warrant liabilities |  |                               | -      
|Litigation settlement                                       |  |                               | (1,224 
|Interest income, net                                        |  |                               | 124    
|Other expense, net                                          |  |                               | (83    
|Foreign exchange gain/(loss)                                |  |                               | 15     
|Loss before income taxes                                    |  |                               | (14,760
|Income tax benefit                                          |  |                               | -      
|Net loss                                                    |  | $                             | (14,760



Revenues



Revenues
for the fiscal years ended April 30, 2021 and 2020 were approximately $1.2 million and $1.7 million, respectively, representing a decrease
of approximately $0.5 million, or 28%, from 2020. The decline in revenue for the full year was mainly attributable to COVID-19 pandemic-related
project delays.



Cost
of revenues



Our
cost of revenues consists primarily of subcontracts, incurred material, labor and manufacturing overhead expenses, such as engineering
expense, equipment depreciation and maintenance and facility related expenses, and includes the cost of equipment to customize the PowerBuoy®
supplied by third-party suppliers. Cost of revenues also includes PowerBuoy® system delivery and deployment expenses and may include
anticipated losses at completion on certain contracts.



Cost
of revenues for the fiscal years ended April 30, 2021 and 2020 were approximately $2.2 million and $1.8 million, respectively. The increase
of approximately $0.4 million, or 26%, over 2020 was mostly due to higher deployment and material costs incurred on the EGP contract
in 2021 as compared to the same period in fiscal 2020.











Engineering
and product development costs



Our
engineering and product development costs consist of salaries and other personnel-related costs and the costs of products, materials
and outside services used in our product development and unfunded research activities. Our product development costs relate primarily
to our efforts to increase the power output and reliability of our PowerBuoy® system, and to the development of new products, product
applications and complementary technologies. We expense all of our engineering and product development costs as incurred.



Engineering
and product development costs during the fiscal year ended April 30, 2021 were $4.6 million as compared to $4.3 million for fiscal year
2020. The increase of $0.3 million, or 5%, is due to higher spending on product development compared to the same period in fiscal 2020.



Selling,
general and administrative costs



Our
selling, general and administrative costs consist primarily of professional fees, salaries and other personnel-related costs for employees
and consultants engaged in sales and marketing and support of our PowerBuoy® systems and costs for executive, accounting and administrative
personnel, and other general corporate expenses.



Selling,
general and administrative costs during the fiscal year months ended April 30, 2021 were $7.8 million as compared to $6.9 million for
fiscal year 2020. The increase of $0.9 million, or 12%, is primarily attributable to higher employee related costs of $0.6 million, higher
insurance premiums of $0.2 million and an additional $0.2 million penalty assessed by the Spanish tax authority related to a tax audit.



Gain
due to the change in fair value of warrant liabilities



The
fair value of our financial instruments reflects the amounts that would be paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). The fair value of our warrant liabilities is subject to remeasurement each
financial statement reporting period, as such, changes in this fair value are reflected in the statement of operations.



There
was no unrealized gain or loss related to a change in fair value of warrant liabilities during the fiscal year ended April 30, 2021 compared
to an unrealized gain of $6,000 for the fiscal year ended April 30, 2020. The change between periods is mainly due to a shorter maturity
to expiration of the warrants and lower stock price for the twelve months ended April 30, 2021.



Litigation
settlement



On
May 19, 2021, the Company entered into a Stipulation with Charles F. Dunleavy, former Chief Executive Officer (refer to Item 3. Legal
Proceedings above for a description of the case). The Stipulation recounts that the panel of arbitrators in the Action issued two interim
awards total $1.2 million. The Company recorded the settlement cost as Litigation Settlement in the Consolidated Statement of Operations
as of April 30, 2021.



Interest
income, net



Interest
income, net consists of interest received on cash and cash equivalents, investments in money market accounts and interest expense paid
on certain obligations to third parties. Total cash, cash equivalents, and restricted cash was $83.6 million as of April 30, 2021, compared
to $10.9 million as of April 30, 2020.



Interest
income, net was approximately $124,000 for both fiscal 2021 and 2020. The change was flat year over year due to a lower interest rate
on investments even though the Company had a higher cash balance throughout fiscal year 2021.











Foreign
exchange gain/(loss)



Foreign
exchange gain was approximately $15,000 for fiscal year 2021 as compared to a foreign exchange loss of $12,000 for fiscal year 2020.
The difference was attributable primarily to the relative change in value of the British pound sterling, Euro and Australian dollar compared
to the U.S. dollar.



Income
tax benefit



During
the fiscal years ended April 30, 2021 and 2020, the Company sold New Jersey State net operating losses and research and development credits
resulting in the recognition of income tax benefits of $0.9 million in fiscal year 2020. The Company received the fiscal year 2021 payment
of $1.0 million in May, 2021. The Company has a full valuation allowance against its deferred tax assets.



Net
cash used in operating activities



During
the twelve months ended April 30, 2021, net cash flows used in operating activities was $11.7 million, an increase of $1.1 million compared
to net cash used in operating activities during the twelve months ended April 30, 2020. This increase is mainly driven by the receipt
of proceeds on the sale of net operating losses occurring after fiscal 2021 whereas in prior year proceeds on sale of net operating losses
occurred during fiscal 2020.



Net
cash used in investing activities



Net
cash provided in investing activities during the twelve months ended April 30, 2021 was approximately $74,000 for fiscal year 2021 versus
net cash used by investing activities of approximately $65,000 for fiscal year 2020. The change was primarily the result of the Company
acquiring $100,000 in cash as part of the 3Dent acquisition and decreased spending on equipment of $42,000.



Net
cash provided by financing activities



Net
cash provided by financing activities during the twelve months ended April 30, 2021 was approximately $84.2 million compared to net cash
provided by financing activities during the twelve months ended April 30, 2020 of $4.4 million. The increase in net cash provided by
financing activities during the twelve months ended April 30, 2021 is due to increased proceeds from At the Market capital raises of
$62.7 million through AGP, increased proceeds from ELOC capital raises of $13.4 million with Aspire, $2.8 million from proceeds associated
with warrant exercises, $0.2 million proceeds associated with stock option exercises and $0.9 million received from the PPP loan.



Effect
of exchange rates on cash and cash equivalents



The
effect of exchange rates on cash and cash equivalents was an increase of approximately $134,000 in fiscal year 2021, an increase of $166,000
from fiscal year 2020, respectively. The effect of exchange rates on cash and cash equivalents results primarily from gains or losses
on consolidation of foreign subsidiaries and foreign denominated cash and cash equivalents.



Liquidity
Outlook



Since
our inception, the cash flows from customer revenues have not been sufficient to fund our operations and provide the capital resources
for our business. For the two years ended April 30, 2021 and 2020, our aggregate revenues were $2.9 million, our aggregate net losses
were $25.1million and our aggregate net cash used in operating activities was $22.3 million.











We
expect to devote substantial resources to continue our development efforts for our products and to expand our sales, marketing and manufacturing
programs associated with the continued commercialization of our products. Our future capital requirements will depend on a number of
factors, including but not limited to:



|● | our
    ability to commercialize our products, and achieve and sustain profitability;                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                       
|● | our
    continued development of our proprietary technologies, and expected continued use of cash from operating activities unless or until
    we achieve positive cash flow from the commercialization of our products and services;
|  |                                                                                                                                                                                                                                       
|● | our
    ability to obtain additional funding, as and if needed which will be subject to a number of factors, including market conditions,
    and our operating performance;                                                          
|  |                                                                                                                                                                                                                                       
|● | the
    impact of COVID-19 pandemic on our business, operations, customers, suppliers and manufacturers;                                                                                                                              
|  |                                                                                                                                                                                                                                       
|● | our
    estimates regarding expenses, future revenues and capital requirements;                                                                                                                                                       
|  |                                                                                                                                                                                                                                       
|● | the
    adequacy of our cash balances and our need for additional financings;                                                                                                                                                         
|  |                                                                                                                                                                                                                                       
|● | our
                                            ability to develop and manufacture commercially viable products;                                                                                                                      
|  |                                                                                                                                                                                                                                       
|● | our
    ability to successfully develop and market new products;                                                                                                                                                                      
|  |                                                                                                                                                                                                                                       
|● | that
    we will be successful in our efforts to commercialize our products or the timetable upon which commercialization can be achieved,
    if at all;                                                                             
|  |                                                                                                                                                                                                                                       
|● | our
    ability to identify and penetrate markets for our products and our wave energy technology;                                                                                                                                    
|  |                                                                                                                                                                                                                                       
|  | our
    ability to implement our commercialization strategy as planned, or at all;                                                                                                                                                    
|  |                                                                                                                                                                                                                                       
|● | our
    relationships with our strategic partners may not be successful and we may not be successful in establishing additional relationships;                                                                                        
|  |                                                                                                                                                                                                                                       
|● | our
    ability to maintain the listing of our common stock on the NYSE American;                                                                                                                                                     
|  |                                                                                                                                                                                                                                       
|● | the
    reliability of our technology and our products;                                                                                                                                                                               
|  |                                                                                                                                                                                                                                       
|● | our
    ability to improve the power output, survivability and reliability of our products;                                                                                                                                           
|  |                                                                                                                                                                                                                                       
|● | the
    impact of pending and threatened litigation on our business, financial condition and liquidity;                                                                                                                               
|  |                                                                                                                                                                                                                                       
|● | changes
    in current legislation, regulations and economic conditions that affect the demand for renewable energy;                                                                                                                  
|  |                                                                                                                                                                                                                                       
|● | our
    ability to compete effectively in our target markets;                                                                                                                                                                         
|  |                                                                                                                                                                                                                                       
|● | our
    limited operating history and history of operating losses;                                                                                                                                                                    
|  |                                                                                                                                                                                                                                       
|● | our
    sales and marketing capabilities and strategy in the United States and internationally; and                                                                                                                                   
|  |                                                                                                                                                                                                                                       
|● | our
    ability to protect our intellectual property portfolio.                                                                                                                                                                       



Our
business is capital intensive, and up through fiscal 2021, we have been funding our business principally through sales of our securities.
As of April 30, 2021, cash and cash equivalents was $83.4 million and we expect to fund our business with this amount and, to a limited
extent, with our revenues until, we generate sufficient cash flow to internally fund our business. Management believes the Company’s
current cash and cash equivalent is sufficient to fund its planned expenditures through at least July 31, 2022.



Off-Balance
Sheet Arrangements



Since
inception, we have not engaged in any off-balance sheet financing activities.











Recent
Accounting Pronouncements



In
August 2018, the FASB issued ASU No. 2018-15, “Intangibles— Goodwill and Other— Internal-Use Software
(Subtopic 350-40).” The ASU provides for the recognition of an intangible asset for the costs of internal-use software licenses
included in a cloud computing arrangement. Costs of arrangements that do not include a software license should be accounted for as a
service contract and expensed as incurred. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption
permitted. The ASU permits two methods of adoption: prospectively to all implementation costs incurred after the date of adoption, or
retrospectively to each prior reporting period presented. The Company adopted this guidance on a prospective basis effective May 1, 2020.
The adoption of the guidance did not have a material effect on its Consolidated Financial Statements.



In
August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).”The ASU modifies, removes, and
adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. ASU 2018-13 is effective
for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on
changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair
value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent
interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to
all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to
early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their
effective date. The Company adopted this guidance effective May 1, 2020. The adoption of the guidance did not have a material effect
on its Consolidated Financial Statements.



In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326), Measurement of Credit
Losses on Financial Instruments.”The amendment in this update replaces the incurred loss impairment methodology in current
GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update
is intended to provide financial statement users with more decision-useful information about the expected credit losses. This ASU is
effective for annual periods and interim periods beginning after December 15, 2022. The Company is currently evaluating the impact the
adoption of ASU 2016-13 will have on its consolidated financial statements.



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not
applicable.



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The
financial statements and supplementary data required by this item are listed in Item 15 - “Exhibits and Financial Statement Schedules”
of this Annual Report.



ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM
9A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures



Disclosure
controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.











As
of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, as of April 30, 2021,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.



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,
2021. 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, 2021.



Changes
in Internal Control over Financial Reporting



No
change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred
during the quarter ended April 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.



ITEM
9B. OTHER INFORMATION



None.











PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|Exhibit |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|3.1     |  | Restated Certificate of Incorporation of the registrant (incorporated by reference from Exhibit 3.1 to our Quarterly Report on Form 10-Q filed September 14, 2007).                                                                                                      
|3.2     |  | Certificate of Amendment of Certificate of Incorporation of Ocean Power Technologies, Inc. dated October 27, 2015 (incorporated by reference from Exhibit 3.1 to Current Report on Form 8-K filed on October 28, 2015).                                                  
|3.3     |  | Amended and Restated Bylaws of the registrant (incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed June 23, 2016).                                                                                                                        
|3.4     |  | Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 21, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 21, 2016).
|3.5     |  | Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 7, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 7, 2018).
|3.6     |  | Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on March 8, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 8, 2019).      
|4.1     |  | Specimen certificate of Common Stock (incorporated by reference from Exhibit 4.1 to Form S-1/A filed March 19, 2007).                                                                                                                                                    
|4.2     |  | Form of Warrant to Purchase Common Stock (incorporated by reference from Exhibit 4.1 to Current Report on Form 8-K/A filed on June 7, 2016).                                                                                                                             
|4.3     |  | Description of Company Securities.                                                                                                                                                                                                                                       
|10.1    |  | Amended and Restated 2006 Stock Incentive Plan (incorporated by reference from Exhibit A to Proxy Statement filed August 28, 2013).*                                                                                                                                     
|10.2    |  | Form of Restricted Stock Agreement (incorporated by reference from Exhibit 10.1 to Form 10-Q filed March 14, 2011).*                                                                                                                                                     
|10.3    |  | Employment Agreement, dated December 29, 2014, between George H. Kirby and Ocean Power Technologies, Inc. (incorporated by reference from Exhibit 10.1 to Form 10-Q filed March 11, 2015).*                                                                              
|10.4    |  | Form of Securities Purchase Agreement dated June 2, 2016 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed on June 2, 2016).                                                                                                                
|10.5    |  | Form of Amendment No. 1 to Securities Purchase Agreement, dated June 7, 2016 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K/A filed on June 7, 2016).                                                                                      
|10.6    |  | 2015 Omnibus Incentive Plan* (incorporated by reference to Annex A to Proxy Statement filed on September 3, 2015).                                                                                                                                                       
|10.7    |  | Stipulation and Agreement of Class Settlement dated as of May 5, 2016 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 11, 2016).                                                                                                   
|10.8    |  | Agreement by and between Ocean Power Technologies, Inc. and Mitsui Engineering & Shipbuilding Co., Ltd dated May 31, 2016 (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K/A filed on June 6, 2016).                                           
|10.9    |  | Form of the Securities Purchase Agreement, dated June 2, 2016 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed on June 2, 2016).                                                                                                       











|10.10 |  | Form of Amendment No. 1 to the Securities Purchase Agreement, dated June 7, 2016 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K/A filed on June 7, 2016).                                                                                                                       
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11 |  | Form of Amendment No. 2, dated as of July 21, 2016, to the Securities Purchase Agreement, dated as of June 2, 2016, by and among Ocean Power Technologies, Inc. and the investor’s signatory thereto, and (incorporated by reference from Exhibit 99.2 to the Current Report on Form 8-K filed July 21, 2016).
|10.12 |  | Form of Subscription Agreement, dated July 22, 2016 between the Company and the Purchasers thereto (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed July 22, 2016).                                                                                                       
|10.13 |  | Employment Letter between the Company and Matthew Shafer dated August 23, 2016, (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed August 29, 2016).                                                                                                                        
|10.14 |  | Agreement by and between the Company and the U.S. Office of Naval Research dated September 13, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14, 2016).                                                                                      
|10.15 |  | Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 19, 2018).*                                                                                                                                    
|10.16 |  | Form of Restricted Stock Agreement for Employment Inducement Incentive Award Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 19, 2018).*                                                                                                                            
|10.17 |  | Contract between Eni S.p.A. and the Company dated March 14, 2018 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on March 19, 2018). +                                                                                                                                              
|10.18 |  | Contract between Harbour Energby UK Limited and the Company dated June 27, 2018 (incorporated by reference to Exhibit 10.27 to Form 10-K filed with the SEC on July 17, 2018).+                                                                                                                               
|10.19 |  | Amendment to the Employment Agreement of George H. Kirby III (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on July 18, 2018). *                                                                                                                                                   
|10.20 |  | Contract between U.S. Navy and the Company dated February 11, 2019 (incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the SEC on March 11, 2019).                                                                                                                                             
|10.21 |  | Form of Warrant Agency Agreement by and between the Company and Computershare Trust Company, N.A. collectively as warrant agent (incorporated by reference to Exhibit 4.7 to Amendment No.2 to the Company’s Registration Statement on Form S-1 (file No. 333-230199, filed with the SEC on April 3, 2019).   
|10.22 |  | Form of Common Warrant ((incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on April 5, 2019).                                                                                                                                                                                           
|10.23 |  | Form of Pre-Funded Warrant ((incorporated by reference to Exhibit 4.3 to Form 8-K filed with the SEC on April 5, 2019).                                                                                                                                                                                       
|10.24 |  | Warrant Agency Agreement between Ocean Power Technologies, Inc. and Computershare Trust Company, N.A. dated April 8, 2019 (incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on April 8, 2019).                                                                                         
|10.25 |  | Contract amendment between Harbour Energy UK Limited and the Company dated June 24, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on June 25, 2019).+                                                                                                                        
|10.26 |  | Lease Agreement dated March 31, 2017 between Ocean Power Technologies, Inc. and PPH Industrial 28 Engelhard, LLC (incorporated by reference from Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the SEC on July 22, 2019).                                                              
|10.27 |  | Supply and Service Contract between the Company and Empresa Electrica Panguipulli S.A. dated September 19, 2019 (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed on September 23, 2019). +                                                                                    
|10.28 |  | Supply and Service Contract between the Company and Enel Green Power Chile LTDA dated September 19, 2019 (incorporated by reference from Exhibit 10.2 to Current Report on Form 8-K filed on September 23, 2019). +                                                                                           











|10.29 |  | Contract amendment between Eni s.P.a. and the Company dated February 28, 2020 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on March 9, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.30 |  | U.S. Small Business Administration Note dated May 3, 2020 of Ocean Power Technologies, Inc. in favor of Santander Bank, N.A. as the Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.31 |  | Loan Agreement dated May 3, 2020 between Santander Bank, N.A. and Ocean Power Technologies, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.32 |  | Common Stock Purchase Agreement, dated September 18, 2020, between Ocean Power Technologies, Inc. and Aspire Capital Fund, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 18, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.33 |  | Subcontract between Ocean Power Technologies, Inc. and Adams Communication & Engineering Technology Inc. dated effective October 20, 2020 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 27, 2020).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.34 |  | Sales Agreement, dated November 20, 2020, by and between Ocean Power Technologies, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2020.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1  |  | Subsidiaries of the registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|23.1  |  | Consent of EisnerAmper LLP (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K filed with the SEC on July 19, 2021).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|23.2  |  | Consent of KPMG (incorporated by reference to Exhibit 23.2 to the Company’s Annual Report on Form 10-K filed with the SEC on July 19, 2021).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.1  |  | Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.2  |  | Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|32.1  |  | Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32.2  |  | Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|101   |  | The
    following financial information from Ocean Power Technologies, Inc.’s Annual Report on Form 10-K for the annual period ended
    April 30, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets - as of April 30, 2020
    and 2019, (ii) Consolidated Statements of Operations - for the years ended April 30, 2021 and 2020, (iii) Consolidated Statements
    of Comprehensive Loss - for the years ended April 30, 2021 and 20120, (iv) Consolidated Statements of Stockholders’ Equity
    - for the years ended April 30, 2021 and 2020 (v) Consolidated Statements of Cash Flows - for the years ended April 30, 2021 and
    2020, (vi) Notes to Consolidated Financial Statements.***



+
Indicates that confidential treatment has been requested for this exhibit.

*
Management contract or compensatory plan or arrangement.



**
As provided in Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed to be “filed” or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability under those sections.



***
As provided in Rule 406T of Regulation S-T, this exhibit shall not be deemed “filed” or a part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability under those sections.











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:
    January 24, 2022 |                                   
|                           |                                   
|                           | 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/
    Philipp Stratmann                                   |  | President,
    Chief Executive Officer                |  | January
    24, 2022
|Philipp
    Stratmann                                       |  | and
    Director (Principal Executive Officer)        |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Robert P. Powers                                    |  | Senior
    Vice President and Chief Financial Officer |  | January
    24, 2022
|Robert
    P. Powers                                        |  | (Principal
    Financial Officer)                     |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Joseph DiPietro                                     |  | Controller
    and Treasurer                          |  | January
    24, 2022
|Joseph
    DiPietro                                         |  | (Principal
    Accounting Officer)                    |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Terence J. Cryan                                    |  | Chairman
    of the Board and Director                |  | January
    24, 2022
|Terence
    J. Cryan                                        |  |                                                       |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Clyde W. Hewlett                                    |  | Director                                              |  | January
    24, 2022
|Clyde
    W. Hewlett                                        |  |                                                       |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Diana G. Purcel                                     |  | Director                                              |  | January
    24, 2022
|Diana
    G. Purcel                                         |  |                                                       |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Peter E. Slaiby                                     |  | Director                                              |  | January
    24, 2022
|Peter
                                            E. Slaiby |  |                                                       |  |                     
|                                                            |  |                                                       |  |                     
|/s/
    Natalie Lorenz-Anderson                             |  | Director                                              |  |                     
|Natalie
    Lorenz-Anderson                                 |  |                                                       |  | January
    24, 2022