Item 1.01 Entry into a Material Definitive Agreement.

As described below under Item 5.02, in connection with his promotion, Joseph DiPietro entered into a new employment letter with Ocean Power Technologies, Inc. (the "Company") effective September 23, 2021.

Item 1.02 Termination of a Material Definitive Agreement.

As described below under Item 5.02, the employment letter of Matthew T. Shafer with the Company dated as of August 23, 2016 was terminated in connection with his resignation from the Company effective September 23, 2021.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangement of Certain
          Officers.

On September 21, 2021, but effective September 23, 2021, Matthew T. Shafer, Senior Vice President, Chief Financial Officer, and Treasurer, as well as principal financial officer and principal accounting officer, of the Company, resigned from the Company. As described under Item 1.02 above, Mr. Shafer's employment letter with the Company dated as of August 23, 2016 was also terminated effective as of such date.

In connection with this departure, effective September 23, 2021, Joseph DiPietro, age 55, the Company's Controller, was appointed to the additional positions of the Company's Treasurer, principal accounting officer and acting principal financial officer. He has been with the Company since August 2021. Prior to that, Mr. DiPietro spent the prior five years as Vice President - Finance and Corporate Controller of Myos Corp. In addition, he also served in various finance roles at Juno Online, Audible, Celgene, Pfizer and Zoetis. Mr. DiPietro holds a Bachelor of Science in Finance from St. John's University and is a Certified Public Accountant.

In connection with his promotion, Mr. DiPietro entered into a new employment letter. His annual salary was increased to $190,000 and he is eligible for an annual bonus at a target of 25% of his annual salary. The foregoing description of his employment letter is qualified in its entirety by reference to the full text of the employment letter which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.






Exhibits

10.1 Employment Letter between the Company and Joseph DiPietro dated effective

September 23, 2021.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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