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): March 14, 2018
Ocean
Power Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-33417 (Commission File Number) |
22-2535818 |
| 28 Engelhard Drive, Suite B Monroe Township, New Jersey | 08831 | |
| (Address of principal executive offices) | (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
Effective March 14, 2018, Ocean Power Technologies, Inc. (the “Company”) entered into a contract with eni SpA (“ENI”) for the lease of a PB3 PowerBuoy™ (the “ENI Agreement”) to be deployed in the Adriatic Sea. Under the agreement, ENI will perform various case studies to demonstrate the feasibility of the unit for recharging a battery pack for offshore operations of an autonomous underwater vehicle. The initial trial phase shall last for 18 months, and if successful, ENI may elect to extend for a second 18 month trial phase. The Company will be paid a flat fee specified in the contract for each phase of the lease. After each phase, ENI has the option to purchase the unit or return the unit to the Company. If ENI elects to purchase the unit, the parties have agreed to negotiate in good faith a purchase and sale agreement. The Company has agreed to assist ENI in deployment and commissioning of the unit, as well as related data collection and assessment of performance. ENI is responsible for all costs associated with deployment and installation.
All intellectual property developed as a result of the Agreement shall be owned by the Company and ENI in proportion to their contributions. The Agreement includes a number of other standard contract terms and conditions, including without limitation, provisions relating to confidentiality, environment, health and safety, inspection and testing, warranties, indemnities and limit of liabilities, and risk of loss and insurance.
The foregoing description of the ENI 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 March 19, 2018, the Company issued a press release announcing the execution of the ENI Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | ||
| *10.1 | Contract between eni SpA and the Company dated March 14, 2018.++ | |
| *99.1 | Press release dated March 19, 2018 announcing the ENI Agreement. | |
| * Filed herewith. | ||
| ++ Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission and this exhibit has been filed separately with the Securities and Exchange Commission in connection with such request. | ||
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.
| Ocean Power Technologies, Inc. | |
| Dated: March 19, 2018 | /s/ George H. Kirby |
| George H. Kirby | |
| President and Chief Executive Officer |
Exhibit Index
| *10.1 | Contract between eni SpA and the Company dated March 14, 2018.++ |
| *99.1 | Press release dated March 19, 2018 announcing the ENI Agreement. |
* Filed herewith.
++ Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission and this exhibit has been filed separately with the Securities and Exchange Commission in connection with such request.
Ocean Power Technologies Signs Agreement with Eni S.p.A. to Provide
PB3 PowerBuoy™ for Subsea Oil and Gas Operations
A significant step in OPT’s commercialization strategy
Monroe Township, N.J., March 19, 2018 (GLOBE NEWSWIRE) — Ocean Power Technologies, Inc. (NASDAQ: OPTT) announced today that the Company has signed an agreement with Eni S.p.A. (“Eni”), one of the world’s largest multinational oil and gas companies, to supply a PB3 PowerBuoy™ for a demonstration of one of Eni’s subsea oil and gas operations. The agreement provides for a minimum 24-month contract that includes an 18-month PB3 PowerBuoy™ lease and associated project management. OPT will also provide deployment support, remote data collection and monitoring. The project is expected to commence in March 2018.
The OPT PowerBuoy™ will be deployed in the Adriatic Sea to advance Eni’s Clean Sea technology for marine environmental monitoring and offshore asset inspection using autonomous underwater vehicles (AUVs). The PowerBuoy™ will be used to demonstrate subsea battery charging, and eventually may be used to provide a stand-alone charging station and communications platform that would enable the long-term remote operation of AUVs.
George H. Kirby, President and Chief Executive Officer of OPT, said, “This commercial agreement with Eni is our first in the oil and gas market and is a significant milestone for our Company. The technology being developed could allow Eni to use clean energy to demonstrate the power and communications capabilities of a combined PB3-subsea battery charging system in a harsh offshore environment, for AUV and other applications. We are excited about this new relationship and look forward to helping Eni further advance its operations.”
Kirby added, “We believe the Eni deployment could lead to other applications including the charging of underwater unmanned vehicles, well monitoring and decommissioning applications in the oil and gas industry, as well as metocean data collection. We hope to leverage this work to further expand the use of our PB3 PowerBuoy™ throughout our target markets including oil and gas, security, defense and telecommunications,” added Kirby.
At the end of the initial 18-month lease and upon successfully achieving pre-defined technical metrics, Eni will have the option to either extend the lease for an additional 18 months or purchase the PB3 PowerBuoy™.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power Technologies aspires to transform the world through durable, innovative and cost-effective ocean energy solutions. Its PB3 PowerBuoy™ uses ocean waves to provide clean and reliable electric power and real-time communications for remote offshore applications in markets such as oil and gas, defense, security, ocean observing, and communications. To learn more, visit www.oceanpowertechnologies.com.
About Eni
Eni is an integrated energy company employing more than 33.000 people in 73 countries in the world. Eni engages in oil and natural gas exploration, field development and production, as well as in the supply, trading and shipping of natural gas, LNG, electricity and fuels and has consistently ranked among the top 100 on the Fortune Global 500 list of the world’s largest companies by revenue.
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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Investor Relations Contact:
Jackie Marcus or Steve Calk
Email: OPTT@alpha-ir.com
Phone: 312-445-2870
Media Contact:
Marilyn Vollrath
Reputation Partners, LLC
Phone: (414) 376-8834i
Email: Marilyn@reputationpartners.com
Ocean Power Technologies, Inc.