SecProbe.io

CORRESP
1
filename1.htm

September
21, 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.

    Amendment
    No. 2 to Registration Statement on Form S-3

    Filed
    on August 24, 2023

    File
    No. 333-273044

Dear
Ms. Rios and Ms. Barberena-Meissner:

This
letter is in response to your letter dated September 6, 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.

Amendment
No. 2 to Registration Statement on Form S-3 filed August 24, 2023

Incorporation
of Certain Documents By Reference, page 3

    1.
    Original
    Comment. We note that you have incorporated by reference your Form 10-K for the fiscal year ended April 30, 2023 and that your
    Form 10-K incorporates by reference to your definitive proxy statement. We also note that instead of providing Part III information
    in a definitive proxy statement, you provided it in a 10-K/A filed on August 28, 2023. Please revise your registration statement
    to incorporate by reference the Form 10-K/A filed August 28, 2023.

    Response.
    In response to the Staff’s comment, the Company has revised the registration statement to incorporate by reference the
    Form 10-K/A, as well as other subsequently filed documents.

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