SecProbe.io

CORRESP
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filename1.htm

July
24, 2023

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.
    Claudia Rios

    Ms.
    Irene Barberena-Meissner

    Re:
    Ocean
    Power Technologies, Inc.

    Registration
    Statement on Form S-3

    Filed
    on June 30, 2023

    File
    No. 333-273044

Dear
Ms. Rios and Ms. Barberena-Meissner:

This
letter is in response to your letter dated July 20, 2023, 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. For your convenience, the response is preceded by the Staff’s comment to which
the response relates.

Form
S-3 filed on June 30, 2023

Selling
Stockholders, page 11

 1. Original
                                            Comment. 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. 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.

Response.
In response to the Staff’s comment, the Company has revised the table to reflect in the “Common Stock Beneficially Owned
Prior to Offering” column all shares owned prior to the filing of the registration statement. We believe this addresses the Staff’s
questions.

U.S.
Securities & Exchange Commission

July
24, 2023

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 with any additional comments or questions you may have.

    Very
    truly yours,

    /s/
    Robert P. Powers

    Robert
    P. Powers

    Senior
    Vice President and Chief Financial Officer