SecProbe.io

CORRESP
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filename1.htm

February
7, 2020

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

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

Washington
D.C. 20549

Via
EDGAR and Federal Express

    Attention:

    Ms.
    Anuja A. Majmudar

    Mr.
    Kevin Dougherty

    Re:

    Ocean
    Power Technologies, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 21, 2020

    File
    No. 333-235995

Dear
Ms. Majmudar and Mr. Dougherty:

This
letter is in response to your letter dated February 4, 2020, to Ocean Power Technologies, Inc. (the “Company”), transmitting
the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). For your convenience,
the response is preceded by the Staff’s comment to which the response relates.

Registration
Statement on Form S-1 filed January 21, 2020

General

 1. Original
                                         Comment. Please provide us with an analysis as to why you believe this offering of
                                         an additional 5,400,000 shares is appropriately registered as a transaction that is eligible
                                         to be made on a shelf basis under Rule 415(a)(1)(i) of the Securities Act of 1933. Among
                                         other factors in your response, please address the aggregate size of the resale offerings
                                         that have been registered pursuant to the purchase agreement with Aspire Capital compared
                                         to the number of shares of common stock held by non-affiliates. In this regard, we note
                                         your disclosure that if all 5,400,000 shares were issued and outstanding, it would represent
                                         more than 50% of the Company’s total common stock outstanding. For guidance, please
                                         refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

Response.
Consistent with the terms of the purchase agreement with Aspire, the Company has unilaterally elected to filed an amendment
to the Registration Statement to reduce the number of shares of common stock to be registered on the Registration Statement.

    U.S. Securities & Exchange Commission

February 7, 2020

Page 2

In
connection with the Company’s response to the Staff, the Company acknowledges that the Company and its management are responsibe
for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please
call the undersigned at (609) 730-0400 x218 with any additional comments or questions you may have.

    Very
    truly yours,

    /s/
    George H. Kirby III

    George
    H. Kirby III

    President
    and Chief Executive Officer