SEC Comment Letter 0000000000-23-007762 to Ocean Power Technologies, Inc. (OPTT) (CIK 0001378140) (OPTT)
Ocean Power Technologies, Inc. (OPTT) (CIK 0001378140)
Date: July 21, 2023 · CIK: 0001378140 · Accession: 0000000000-23-007762
AI Filing Summary & Sentiment
File numbers found in text: 333-273044
Letter
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.
FirstName LastNamePhilipp Stratmann Comapany NameOcean Power Technologies, Inc. July 20, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Energy & Transportation cc: Kevin J. Poli, Esq.
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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.
FirstName LastNamePhilipp Stratmann
Comapany NameOcean Power Technologies, Inc.
July 20, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Energy & Transportation
cc: Kevin J. Poli, Esq.