Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660

Maxim Group LLC 405 Lexington Ave. New York, NY 10174

 

 

October 13, 2016

Via EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E., Mail Stop 4628

Washington, D.C. 20549

 

Attention:

Danilo Castelli

 

RE:

Registration Statement on Form S-1 File No. 333-213519

 

Dear Mr. Castelli:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Roth Capital Partners, LLC and Maxim Group LLC, in their capacity as underwriters (the “Underwriters”) pursuant to that certain registration statement on Form S-1, File No. 333-213519 (the “Registration Statement”) of Ocean Power Technologies, Inc. (the “Company”), hereby respectfully requests that the Registration Statement, be declared effective at 4:30 P.M., Washington, D.C. time, on October 13, 2016, or as soon as practicable thereafter.

 

	Respectfully,   ROTH CAPITAL PARTNERS, LLC
	By:	/s/ Aaron M. Gurewitz
		Name: Aaron M. Gurewitz
		Title:   Head of Equity Capital Markets

 

 

 

	MAXIM GROUP LLC
	By:	/s/ Cliff Teller
		Name: Cliff Teller
		Title:   Head of Investment Banking