Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): September 13, 2016
Ocean Power Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33417
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22-2535818
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1590 Reed Road Pennington, New Jersey (Address of principal executive offices) |
08534 ( Zip Code) |
(609) 730-0400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 13, 2016, Ocean Power Technologies, Inc. (the “Company”) entered into an agreement (the “ONR Agreement”) with the U.S. Office of Naval Research (the “ONR”) to, among other things, design and develop a Mass on Spring Power Takeoff and associated Mass-Spring Oscillating PowerBuoy that will power a new kind of PowerBuoy in support of defense mission critical sensor deployment. The initial phase of the project will be for the Company to deliver a comprehensive design report to the ONR in early June 2017. The funding of the initial phase of the work is for approximately $250,000. Additional phases of research and development would be completed for an aggregate fee of approximately $750,000 pending a successful completion of the initial phase and ONR funding availability.
The ONR Agreement includes a number of other standard contract terms and conditions, including without limitation, provisions relating to inspection and testing, warranties, indemnities and limit of liabilities, and risk of loss and insurance.
The foregoing description of the ONR Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On September 14, 2016, the Company issued a press release announcing the execution of the ONR Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits
*10.1 Agreement by and between the Company and the U.S. Office of Naval Research dated September 13, 2016.
*99.1 Press release dated September 14 2016 relating to the ONR Agreement.
* Filed herewith.
SIGNATURE
Pursuant to the requirements 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.
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Ocean Power Technologies, Inc. |
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Dated: September 14, 2016 |
/s/ George H. Kirby |
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George H. Kirby President and Chief Executive Officer |
Exhibit Index
*10.1 Agreement by and between the Company and the U.S. Office of Naval Research dated September 13, 2016.
*99.1 Press release dated September 14, 2016 relating to the ONR Agreement.
* Filed herewith.
Exhibit 99.1
DRAFT NEWS RELEASE
Ocean Power Technologies Announces New Contract with the U.S. Department of Defense Office of Naval Research
Pennington, NJ – September 14 , 2016 – Ocean Power Technologies, Inc. (NASDAQ: OPTT) (“OPT” or “the Company”) announced today that it has been awarded a contract (or “Contract”), valued at nearly $250,000, by the U.S. Department of Defense Office of Naval Research (“ONR”) to conduct the design of a new mass-spring oscillating PowerBuoy for mission critical sensors. Such a PowerBuoy differs from the current PB3 type in that it is self-contained and has no external moving components. Phase one of the contract scope includes the system design and laboratory testing of a proprietary, self-contained, inertia-based, mass-spring oscillator and power take-off (“PTO”), and for the selection of a station keeping propulsion solution to be integrated into the PowerBuoy. The contract allows for two subsequent phases, valued together at nearly $750,000, which are dependent upon the successful completion of phase one and additional ONR funding. This future scope would include the detailed design of the entire power conversion system, power generation system, and the PowerBuoy hull, as well as testing of the mass-spring oscillating PTO, and the build and integration of a full PowerBuoy system that is ready for ocean deployment.
George H. Kirby, President and Chief Executive Officer of OPT, stated, “We are excited to work with the Office of Naval Research on this new contract. OPT already has several patented solutions for mass-spring oscillating designs, and we hope to leverage this technical expertise to address ONR’s needs. We believe that an inertia-based PTO could provide advantages to OPT in the autonomous offshore power marketplace and could enable a new product line of buoys and modules.”
OPT’s self-contained PowerBuoy concept was first developed to address the Navy’s need for an easily deployable, persistent solution for powering multiple sensors while also responding to other specific mission critical needs. Advantages of this solution concept in security and defense applications are its low profile, and that it can be tailored to meet various mission specifics, including underwater applications. Additionally, this solution concept does not need to be anchored to the ocean floor, making it well suited for rapid deployment without regard to water depth. The expected duration of this first phase of the ONR contract is nine months.
Dr. Mike M. Mekhiche, OPT's Executive Vice President of Engineering and Operations, stated, “This PTO is part of an anchorless, station keeping, low profile PowerBuoy ® that would power mission critical sensors and the buoy’s control and propulsion systems. The objective of this first phase is to design and optimize the inertia based generation system, evaluate the buoy propulsion system, and carry out performance testing of critical PTO components. The proposed system is scalable and once completed, could expand OPT’s product portfolio with more product options into the commercial and defense markets.”
About Ocean Power Technologies
Headquartered in Pennington, New Jersey, Ocean Power Technologies (NASDAQ:OPTT) is a pioneer in ocean wave energy conversion. OPT’s proprietary PowerBuoy® technology is based on a scalable and modular design. OPT specializes in cost-effective and environmentally sound ocean wave based power generation and management technology.
Forward-Looking Statements
This release may contain "forward-looking statements" that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as "may", "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will pursue" and similar expressions or variations of such expressions. These forward-looking statements reflect the Company's current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the Company's most recent Forms 10-Q and 10-K and subsequent filings with the SEC for a further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.
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Company Contact: Matthew T. Shafer, Chief Financial Officer of OPT
Investor Relations Contact:
Barwicki Investor Relations Inc. |
Phone: 609-730-0400
Phone: 516-662-9461 |