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United States securities and exchange commission logo
July 20, 2023
Philipp Stratmann
Chief Executive Officer
Ocean Power Technologies, Inc.
28 Engelhard Drive, Suite B
Monroe Township, New Jersey 08831
Re: Ocean Power
Technologies, Inc.
Registration
Statement on Form S-3
Filed on June 30,
2023
File No. 333-273044
Dear Philipp Stratmann:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed on June 30, 2023
Selling Stockholders, page 11
1. We note the "Number of
Shares Which May be Sold in This Offering" column of your
selling stockholders
beneficial ownership table includes more shares than the amounts
owned prior to the
offering by certain stockholders. For example, you disclose in the
"Common Stock
Beneficially Owned Prior to Offering" column of your table that Mark
Gundersen and Attilio
Angelini each beneficially own 745,951 and 30,000 shares,
respectively, while you
disclose in the "Number of Shares Which May be Sold in This
Offering" column that
they may each sell 911,535 and 35,117 shares, respectively. In
addition, your
disclosure in this table indicates that John M. Boylston, Trustee of The
Deborah A. Coleman
Trust, dated April 26, 2006 and other selling stockholders may sell
shares even though no
shares are owned by such selling stockholders prior to the offering.
Philipp Stratmann
Ocean Power Technologies, Inc.
July 20, 2023
Page 2
Lastly, we note disclosure in this table reflects that the number of
shares beneficially
owned by selling stockholders prior to the offering is the same as the
number of shares
owned after the offering, even though the post-offering amount assumes
the selling
stockholders will sell all of the common stock offered by them. Please
revise these
disclosures to resolve these discrepancies or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Irene
Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
FirstName LastNamePhilipp Stratmann
Division of
Corporation Finance
Comapany NameOcean Power Technologies, Inc.
Office of Energy &
Transportation
July 20, 2023 Page 2
cc: Kevin J. Poli, Esq.
FirstName LastName