Item 1.01 Entry into a Material Definitive Agreement.
Effective February 28, 2020, Ocean Power Technologies, Inc. (the "Company")
entered into an amendment (the "Amendment") to its contract with eni SpA ("ENI")
for the lease of a PB3 PowerBuoy™ dated March 14, 2018. The Amendment was
entered into in connection with ENI's election to exercise their option for a
second trial period which extends the term of the lease for an additional 18
months through November 2021. After the end of the second trial period, ENI has
the option to purchase the unit or return the unit to the Company. If ENI elects
to purchase the unit, the parties have agreed to negotiate in good faith a
purchase and sale agreement. The Company has also agreed to assist ENI in
redeployment of the unit and provide certain power related equipment, in
addition to related data collection and assessment of performance.
The foregoing description of the Amendment is qualified in its entirety by
reference to the text of the Amendment, a copy of which the Company plans to
file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended
January 31, 2020.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On March 3, 2020, the Company received a notification from the Nasdaq Stock
Market (the "Nasdaq") indicating that the minimum bid price of the Company's
common stock has been below $1.00 per share for 30 consecutive business days and
as a result, the Company is not in compliance with the minimum bid price
requirement for continued listing. The Nasdaq notice has no immediate effect on
the listing or trading of the Company's common stock.
Under the Nasdaq Listing Rules, the Company has a grace period of 180 calendar
days, or until August 31, 2020, in which to regain compliance with the minimum
bid price rule. To regain compliance, the closing bid price of the Company's
common stock must meet or exceed $1.00 per share for a minimum of ten
consecutive business days during this grace period.
If the Company does not regain compliance before August 31, 2020, the Nasdaq
stated that it will provide the Company with written notice that its securities
are subject to delisting. At that time, the Company may appeal the Nasdaq's
determination to a Nasdaq Listing Qualifications Panel, which would stay any
further delisting action by the Nasdaq pending a final decision by the panel.
Alternatively, the Company may be eligible for an additional 180 calendar day
grace period if it meets the continued listing standards, with the exception of
bid price, for the Nasdaq Capital Market, and the Company states its intent to
effect a reverse split, if necessary, to cure such deficiency.
The Company actively monitors the price of its common stock and will consider
all available options to regain compliance with the continued listing standards
of the Nasdaq.
Item 8.01 Other Events.
On March 3, 2020, the Company issued a press release announcing the execution of
the Amendment. A copy of the press release is filed herewith as Exhibit 99.1.
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