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What changed in Ocean Power Technologies, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Ocean Power Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+379 added471 removedSource: 10-K (2025-07-24) vs 10-K (2024-07-25)

Top changes in Ocean Power Technologies, Inc.'s 2025 10-K

379 paragraphs added · 471 removed · 132 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIf any of our contracts were to be terminated, our backlog would be reduced by the expected value of the remaining terms of such contract. The amount of contract backlog is not necessarily indicative of future revenue because modifications to or terminations of present contracts and production delays can provide additional revenue or reduce anticipated revenue.
Biggest changeIf any of our contracts were to be terminated, our backlog would be reduced by the expected value of the remaining terms of such contract. Backlog figures do not necessarily reflect future revenue, as orders may be adjusted, delayed, or canceled, and our recognition of associated revenue is subject to the terms of the underlying agreements.
We were incorporated under the laws of the State of New Jersey in April 1984 and began commercial operations in 1994. On April 23, 2007, we reincorporated in Delaware.
As we look forward, our strategic priorities include expanding our customer and geographic base, accelerating technology adoption, enhancing recurring revenue, and driving margin growth through platform scalability and supply chain efficiencies. We were incorporated under the laws of the State of New Jersey in April 1984 and began commercial operations in 1994. On April 23, 2007, we reincorporated in Delaware.
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BUSINESS Overview Our solutions focus on three major service areas: Data as a Service (“DaaS”), which includes data collected by our Wave Adaptive Modular Vessel (WAM-V®) autonomous vehicles or our PowerBuoy® PB product lines; Robotics as a Service (“RaaS”), which provides a lower cost subscription model for our customers to access use of our WAM-V’s®; and Power as a Service (“PaaS”), which includes our PowerBuoy® products.
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ITEM 1. BUSINESS Overview Ocean Power Technologies, Inc. (“OPT,” “we,” “our,” or “the Company”) is a Maritime Domain Awareness (MDA) company specializing in innovative intelligent maritime solutions. These solutions include a variety of “as a service” systems, including Data as a Service (DaaS), Robotics as a Service (RaaS), and Power as a Service (PaaS).
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Our mission is to provide intelligent maritime solutions and services that enable more secure and more productive utilization of our oceans and waterways, provide clean energy power services, and offer sophisticated surface and subsea maritime domain awareness solutions.
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These systems consist of a variety of platforms including the PowerBuoy®, our persistent sensor and power solution, the WAM-V® (Wave Adaptive Modular Vessel), our autonomous unmanned surface vehicle, and Merrows™, our user interface and command and control (C2) system that integrates multiple sensor feeds using software and hardware and enables artificial intelligence and machine learning (AI/ML) integration.
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The Company achieves this through our proprietary, state-of-the-art technologies that are at the core of our clean and renewable energy platforms, autonomous systems, solutions and services. The Company is involved in the entire life cycle of product development, from product design through assembly, testing, deployment, maintenance and upgrades, while working closely with partners across our supply chain.
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We design, manufacture, deploy, and operate these systems for defense, security, subsea infrastructure, offshore oil and gas, offshore energy, marine research, and communication markets. We operate primarily through a combination of direct sales and leases, strategic partnerships, and long-term service agreements.
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The Company also works closely with our third-party partners that provide us with, among other things, software, controls, sensors, integration services, and marine installation services. Our solutions are based on proprietary technologies that enable autonomous, zero or low carbon emitting, and cost-effective data collection, analysis, transportation and communication.
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Our business model emphasizes capital-light deployments, recurring revenue from leases, service and maintenance contracts, and high-margin technology sales and leases. We serve a global customer base, including the U.S. and allied defense agencies, offshore energy operators, and other commercial interests.
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Our solutions are primarily suited to ocean and other offshore environments, and support generation of actionable intelligence on a standalone basis or working with other data sources. We channel the information we collect, and other communications, through control equipment linked to edge computing and cloud hosting environments.
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The common thread across these markets is the growing need for a persistent, autonomous, and sustainable offshore presence, a need we are well positioned to fulfill.
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The data collected by OPT’s technologies underscores the Company’s unique position as a system of systems provider. What sets OPT apart is its ability to enhance these data collection capabilities by integrating the WAM-V and PB systems.
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The Company holds numerous patents, including our recently awarded System and Method for Vehicle Charging which protects OPT’s breakthrough system for an autonomous, floating marine charging solution, and leverages decades of research including control systems, energy storage, and marine integration.
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This integration enables the use of artificial intelligence and Machine Learning not only to improve data accuracy and operational efficiency but also delivery of actionable intelligence. In November 2023 we announced that we have substantially completed our research and development phase and are primarily focused on commercial activities.
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Our headquarters and assembly operations are located in New Jersey, and we maintain an additional manufacturing and robotics development facility in Richmond, CA. OPT is committed to enabling a smarter, safer ocean economy through innovation in ocean intelligence and power.
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We have built a suite of products (more fully described below) that we believe will be the basis for our current and future commercial success resulting in meaningful progress in orders, pipeline, and backlog.
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Our Solutions Maritime Domain Awareness Solution (“MDAS”) Maritime Domain Awareness refers to the effective understanding of anything associated with the maritime domain that could impact safety, security, economy, or the environment. The “ maritime domain” includes all areas and things on, under, related to, adjacent to, or bordering navigable waters, including the seafloor and airspace above.
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This pivot to commercial activities has enabled reallocation of headcount, resulting in approximately $4.5 million in annual run rate savings, and a material reduction in third-party expenditures. The majority of our employees are now dedicated to customer sales, assembly, delivery and operations support.
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Our MDAS provides a customizable, integrated surveillance solution designed for persistent, roaming, and real-time ocean monitoring. The system combines high-definition radar, optical and thermal imaging, and vessel Automatic Identification System (AIS) modules with edge processing, secure communications, and cloud-based analytics.
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Our Solutions Data as a Service Our DaaS solution is at the forefront of our strategic goal to be a leader in offshore data collection, integration, analytics and real time communication for a variety of important applications.
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Our customers use and can apply our MDAS for: ● National Security (U.S. and allies ): Monitoring territorial waters, preventing smuggling, piracy, and terrorism. ● Commercial Operations : Securing shipping lanes, port infrastructure, offshore energy assets, data gathering for permitting and more. ● Environmental Protection : Detecting pollution, illegal fishing, marine mammal activity, and more. 1 MDAS hardware can be deployed on OPT platforms, including PowerBuoy® systems and WAM-V® autonomous vessels, and networked via satellite, Wi-Fi, and cellular links.
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For example, our solutions can track surface vessel movement for maritime border enforcement and illegal fishing interdiction, provide security for offshore wind farms and oil and gas fields, and provide harbor or port security as well as logistics support.
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Our architecture enables multi-platform surveillance, with command-and-control functionality enhanced through proprietary software and third-party system integrations. These networks can incorporate external data sources such as satellite imagery, drones, weather, and bathymetry to form a comprehensive operational picture.
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We have the ability to support aquaculture and gather information on ocean currents, water quality, wind and other weather metrics, provide photography, and map shorelines or subsurface bathymetry, objects and activity. We also offer 24/7 monitoring solutions that can provide meaningful real time information, and long-term data collection and analytics for sophisticated applications across many industries and scientific applications.
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Our MDAS is also designed to provide persistent situational awareness beneath the ocean surface, an area inaccessible to conventional technologies such as radar or the AIS. This capability plays a critical role in supporting national security objectives, enabling autonomous maritime operations, and protecting marine resources and infrastructure.
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Additionally, the stability of our WAM-V® platform makes it an ideal solution to produce high quality sonar data in many sea conditions for subsea surveys.
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Key system components include: Sensing and Detection ● Passive Acoustics: Identifies underwater sound signatures from sources such as submarines, divers, and marine life. ● Active Sonar: Emits and receives sound pulses to locate and track underwater objects and terrain. ● Magnetometers: Detects metallic anomalies, including submersibles and naval mines. ● Seismic and Pressure Sensors: Monitors vibrations and pressure changes indicative of movement or underwater disturbances.
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WAM-V’s® can also be outfitted with various equipment for the performance of marine infrastructure surveys, berth clearance surveys, dredging surveys, and mining pit surveys. 1 In October 2020, the Company launched its DaaS offering in support of the U.S. Navy’s Naval Postgraduate School’s (“NPS”) Field Experimentation (formerly Sea, Land, Air, Military Research Initiative).
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Communications and Networking ● Acoustic Modems: Enable underwater data transmission between sensors and platforms over medium ranges. ● RF and Satellite Relay: Transmit compressed data from surface nodes to command centers via satellite or terrestrial links. ● Edge Processing: Utilizes onboard AI and machine learning to analyze data locally, prioritize key findings, and reduce transmission loads.
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In February 2024, the Company received additional funding from the Naval Postgraduate School for the year-long deployment of a PowerBuoy® in Monterey Bay. The PowerBuoy®, integrating our MDAS along with cutting-edge Satellite communication and AT&T 5G technology, will demonstrate its persistent surveillance and communications capacities in a maritime environment.
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Data Fusion and Analysis ● Multi-Domain Correlation: Integrates inputs from undersea, surface, and aerial platforms to generate a unified operational picture. Command, Control, and Decision Support ● Automated Alerts: Flags high-priority events, such as unauthorized intrusions, suspicious underwater activity, or infrastructure tampering.
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This deployment marks a significant milestone in maritime technology, showcasing the potential of standalone at-sea infrastructure nodes to support diverse operational needs. We have further expanded our DaaS offering through field demonstration such as ANTX Coastal Trident 2022, as well as the Naval Task Force 59 for the Digital Horizon field exercise and the International Maritime Exercise (IMX) in Bahrain.
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Representative Applications ● Defense and Security ○ Submarine and Unmanned Underwater Vehicle (UUV) detection in contested maritime zones. ○ Monitoring of strategic chokepoints and exclusive economic zones (EEZs). ○ Protection of undersea cables and energy infrastructure from sabotage. ● Critical Infrastructure Protection ○ Security for offshore oil and gas platforms, wind farms, desalination plants, and seaports. ● Environmental and Regulatory Compliance ○ Marine life monitoring and conservation support. ○ Detection of illegal fishing, dredging, or resource extraction. ● Commercial Operations ○ Enhanced situational awareness for offshore energy installations. ○ Navigation and mission support for autonomous subsea vehicles.
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Additional DaaS contracts include Sulmara for survey services with our WAM-V® platform and Phase I funding through National Oceanic and Atmospheric Administration’s (NOAA) Small Business Innovation Research (SBIR) program. In September 2023, the Company received an award of three separate Indefinite Delivery Indefinite Quantity (IDIQ) Multiple-Award Contracts (MAC) from NOAA.
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Our MDAS solution is a cornerstone of our broader DaaS strategy and reflects our leadership in scalable, autonomous maritime intelligence infrastructure. Data as a Service (“DaaS”) Our Data as a Service offering enables persistent, near real-time collection and transmission of maritime domain awareness and environmental intelligence data.
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NOAA has selected OPT as one of several Multiple Award IDIQ contract holders to provide Uncrewed Maritime Systems (UMS) Services to NOAA’s Office of Marine and Aviation Operations (OMAO), Uncrewed Systems Operation Center (UxSOC).
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Our DaaS platform leverages autonomous uncrewed surface vehicles (USVs), including the WAM-V® platform, and PowerBuoy® systems, both of which integrate a range of environmental and security-focused sensors. 2 The DaaS offering is used to support operational needs in several high-impact domains, including: ● Maritime Border and Coastal Security: Monitoring unauthorized vessel activity, trafficking, and maritime incursions. ● Offshore Asset Surveillance: Enhancing situational awareness around oil platforms, wind farms, and port infrastructure. ● Illegal, Unreported, and Unregulated (IUU) Fishing: Enabling remote detection and interdiction support. ● Aquaculture and Environmental Monitoring: Gathering data to support aquaculture health, pollution tracking, and marine ecosystem compliance. ● Permitting and Infrastructure Inspection: Supporting regulatory approvals through data-enabled insights on site conditions.
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Under these contracts, OPT will bring its expertise to utilize cutting-edge UMS to support NOAA in conducting vital marine resource surveys and research while also playing a pivotal role in enhancing NOAA’s meteorological and oceanographic observations, further advancing our understanding of the natural world.
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Our WAM-V® USV platform supports modular payload integration and is engineered for operational stability in variable marine conditions. It has been deployed in a range of commercial and governmental missions, including high-resolution sonar surveys, subsea infrastructure assessments, berth clearance, dredging operations, and offshore renewable energy site characterization. We have completed multiple DaaS deployments with both government agencies and commercial customers.
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Finally, OPT will collaborate with NOAA to explore and characterize the depths of our oceans, contributing to the discovery and preservation of invaluable marine ecosystems. Additionally, the Company was awarded a contract to provide scientific hardware delivery, training, and integration services under a subcontract for a U.S. government agency.
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These engagements have provided validation of our systems’ performance, interoperability, and mission relevance. Robotics as a Service (“RaaS”) Our Robotics as a Service offering provides customers with subscription-based access to our WAM-V® (Wave Adaptive Modular Vessel) autonomous surface vehicles. Under this model, customers lease WAM-V® units pursuant to time-bound agreements or based on a defined number of usage days.
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This project seeks to identify and integrate sensors and systems and share data suitable for the full spectrum of maritime operations. We will provide the required hardware, hardware deployment support, software, software deployment support, integration services, surveillance and telemetry data, and associated training in support of a legacy PB3 PowerBuoy® equipped with our Maritime Domain Awareness (MDA) solution.
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These agreements frequently include minimum usage thresholds and bundled operational support services. Oftentimes these agreements also include OPT providing the training and operations for the vehicle. As an AUVSI Trusted Operator, (AUVSI is the world’s largest nonprofit organization dedicated to advancing the use of autonomous systems and robotics across air, land, and sea domains).
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The project will be deployed in support of security efforts to detect illegal, unreported, and unregulated (“IUU”) fishing, dark vessels, and human/drug trafficking in operation 24/7/365. As further discussed under “Commercial Activities,” the Company was awarded a contract in support of foreign law enforcement partners.
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OPT’s RaaS “pilots” are well suited to deliver value for our customers. Through the RaaS model, OPT retains ownership of the deployed assets and is responsible for all system maintenance, repairs, and upgrades.
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This collaboration aims to protect vital marine species and combat illegal, unreported, and unregulated (IUU) fishing activities in critical habitats using our state-of-the-art uncrewed technologies and demonstrates unprecedented, networked surveillance capabilities and evidence collection.
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This arrangement offers customers a lower upfront capital expenditure compared to outright equipment purchase, while enabling scalable access to autonomous capabilities that can be aligned with peak mission windows or surge requirements. Our RaaS contracts have been utilized by both government and commercial customers for applications including port security, maritime surveying, infrastructure inspection, and environmental monitoring.
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Maritime Domain Awareness Solution The International Maritime Organization defines Maritime Domain Awareness as the effective understanding of any activity that could impact the security, safety, economy, or environment related to and within our oceans and seas. Since 2002, the U.S. has had an active strategy to secure the maritime domain, primarily through the U.S. Navy. Furthermore, in 2020 the U.S.
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This model has allowed customers to accelerate access to autonomous maritime solutions while preserving operational flexibility. We believe that our RaaS model supports our strategic goals of increasing recurring revenue, improving asset utilization, broaden our customer base and expanding customer lifetime value.
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Coast Guard elevated IUU fishing, one aspect of MDA security, as the leading global maritime threat. We have designed our solution to provide detailed, localized maritime domain awareness that can be utilized for a wide range of applications across market segments.
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As RaaS involves OPT-owned systems deployed in customer-controlled environments, we evaluate associated risks related to asset recoverability, service delivery logistics, and liability exposure.
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Our MDAS base hardware consists of a high-definition radar, a stabilized high-definition optical and thermal imaging camera, and a vessel Automatic Identification System (“AIS”) detection module. This hardware can be customized or supplemented by other solutions, depending on the requirements of our customers.
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Based on these assessments, we implement appropriate contractual protections, insurance coverage, and operational safeguards to mitigate such risks and ensure continuity of service and asset security Power as a Service (“PaaS”) Our Power as a Service offering provides customers with subscription-based access to our PowerBuoy® systems.
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These devices can be mounted on our products, such as our legacy PB3 and NextGen PB or WAM-V®, and then, utilizing integrated command and control software, data would be sent to us and to our customers via secure communications channels.
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Under this model, customers lease PowerBuoy® platforms pursuant to time-bound agreements, enabling flexible deployment without the need for upfront capital investment. These leases are structured to accommodate both steady-state operations and surge requirements, offering a scalable energy solution for offshore missions. 3 The PowerBuoy® delivers autonomous, renewable energy via OPT-managed infrastructure.
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Multiple sensors can be used on a single unit based on the comprehensiveness of the needs of our customers. 2 Our MDAS processes data onboard our platforms (i.e., edge computing) and transmits the results to our cloud-based analytics platform via secure Wi-Fi and cellular and satellite communications.
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This reduces the need for traditional power delivery methods such as subsea cabling, fuel-based generators, or periodic manual battery replacement. Our modular PowerBuoy® configurations can include solar-only systems, wave energy converters, and optional wind turbine integrations to support varying power loads across different marine environments. The PaaS offering is available for defense, offshore energy, and environmental monitoring applications.
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We anticipate integrating our MDAS solution into our WAM-V’s® to add mobile assets for patrols or interdiction and utilizing satellite communication to expand the availability of our data service. Surveillance data can be integrated with third party marine monitoring software or with our own MDA software solution to provide command and control features of a multi-platform surveillance network.
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The PaaS model aligns with our broader strategy to offer end-to-end maritime infrastructure services, complementing our DaaS and RaaS offerings. This integrated approach is designed to support recurring revenue growth, enhance customer retention, and differentiate OPT from competitors that focus exclusively on hardware or one-time equipment sales.
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As an example, one or more WAM-Vs® can be networked to our self-powered buoy, which acts as a central data and communication hub. These WAM-Vs® can significantly increase the range of our MDAS network solutions.
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While we believe this model strengthens our customer relationships and operational resilience, there can be no assurance of continued customer uptake or contract renewals.
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The data can also be integrated with satellite, weather, bathymetric, and other third-party data feeds to form a detailed surface and subsea picture of a monitored area.
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We also evaluate ongoing risks associated with offshore service delivery, environmental exposure, and asset maintenance and implement mitigation strategies including enhanced monitoring protocols, environmental hardening of equipment, and service-level agreements with local partners Autonomous Vehicles (“WAM-V ® ”) Our Autonomous Vehicles business centers around our patented WAM-V® (Wave Adaptive Modular Vessel) platform—a class of modular USVs engineered to support autonomous maritime operations in inshore, nearshore, and offshore environments.
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All vessel video, radar, and track data is securely stored in our cloud, or the customer’s cloud environment and is accessible for as long as required by the customer for further analysis and reference. The Company launched the first commercially ready MDAS on a test buoy off the coast of New Jersey in September 2021.
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The WAM-V® platform is designed to enable scalable, real-time data acquisition and payload customization based on mission requirements. WAM-V® vessels are manufactured in three standard sizes—8, 16, and 22 feet—and are built on a modular framework. This design allows interoperability across propulsion types (electric and/or liquid-fuel) and supports rapid integration of third-party sensors and mission systems.
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The system includes our proprietary integration of sensors, hardware and software, supported by cloud infrastructure as well as having a web-based user interface that displays camera, radar, AIS and live chart data. During the first half of calendar 2024 we successfully demonstrated the system multiple times for potential customers, including a showcase in San Diego Bay at the U.S.
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These features make the platform suitable for a wide range of operational use cases, including underwater. survey, scientific research, port security, subsea infrastructure inspection, and defense surveillance. WAM-V® platforms have been deployed across the Middle East, Europe, Asia, Oceania, and the Americas.
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Navy’s Advanced Naval Technology Exercise, and remote demonstrations using assets deployed off New Jersey for potential customers active in the Mediterranean, South America and Middle East. Autonomous Vehicles Our Autonomous Vehicles business incorporates the patented WAM-V® technology, which enables roaming capabilities for unmanned maritime systems in waters around the world.
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These deployments are conducted through both direct sales and our RaaS offering, which provides subscription-based access to WAM-V® units and associated operational support as described above. Our Autonomous Vehicles segment complements our strategic focus on persistent maritime awareness and autonomy.
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The first WAM-V® was launched in 2007 as a new vehicle class to deliver reliable autonomous surface vehicles to customers that could provide robust, real-time data collection and reporting. Our Autonomous Vehicles business also provides RaaS, allowing customers to lease WAM-V® robotics and access information from our WAM-Vs® while we maintain ownership and maintenance and repair responsibilities.
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In particular, WAM-V® systems are increasingly integrated with our Merrows™ MDA suite, enabling mobile MDA operations to consolidate surface, subsea, and environmental data in real time. This integration expands our service capabilities and supports recurring revenue growth from both government and commercial customers.
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Today, WAM-Vs® operate in ten countries for commercial, military defense and scientific uses. Our WAM-Vs® exist in three primary sizes of 8, 16, and 22 feet. However, many of the design components are common across the sizes, allowing for integration of different payloads and adaptation of the payload platforms for larger equipment.
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We expect continued demand for WAM-V® platforms driven by factors including increased investment in autonomous marine systems, cost advantages over crewed vessels, global regulatory mandates for maritime monitoring, and defense modernization initiatives. However, actual adoption rates may be affected by procurement cycles, governemental budgetary constraints, and competitive offerings.
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All sizes can be adapted to suit electric or liquid fuel propulsion methods. The WAM-V® product line highly complements the Company’s business strategy and can be used inshore, nearshore, and offshore. This business continues to grow and is further expanding into core marine survey and maritime security markets in the Middle East, Europe, Asia, Oceania and the Americas.
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PowerBuoy® Our PowerBuoy® is a renewable energy-powered autonomous offshore platform designed to deliver continuous electrical power and real-time data connectivity in remote maritime environments. The PowerBuoy® converts any combination of wave motion, solar, and wind into energy and includes onboard energy storage to maintain system availability during low-sea-state, cloudy, or still conditions.
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We continue to find ways to integrate Autonomous Vehicles with the Company’s existing platforms and service offerings and expect to take advantage of new synergistic opportunities as they arise.
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The platform enables persistent operations without reliance on liquid fuel-based power systems or crewed support vessels. PowerBuoy® deployments reduce operational costs and carbon emissions by replacing diesel generators and minimizing vessel-based maintenance. The system is designed for compact deployment, rapid installation, and long-duration missions, with remote diagnostics and limited on-site service requirements.
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In addition, in connection with our Merrows offering noted below, we are already integrating data streams relating to all aspects of, on, under, adjacent to, or bordering on a sea, ocean, or other navigable waterway onto the WAM-V® to expand our offering to provide a roaming MDA solution to our customers.
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Depending on the mission profile, a single PowerBuoy® unit can operate autonomously for several months or longer. PowerBuoy® platforms support a variety of payloads, including surveillance cameras, acoustic and environmental sensors, weather stations, radar, AIS, and communication nodes.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur non-U.S. sales and operations are subject to risks inherent in conducting business outside the U.S., many of which are beyond our control including : political and social attitudes, laws, rules, regulations, and policies within countries that favor local companies over US companies, including government-supported efforts to promote local competitors; global trade issues and uncertainties with respect to trade policies, including tariffs, trade sanctions, and international trade disputes, and the ability to obtain required import and export licenses; differing legal systems and standards of trade which may not honor our intellectual property rights, and which may place us at a competitive disadvantage; pressures from foreign customers and foreign governments for us to increase our operations in the foreign country, which may necessitate the sharing of sensitive information and intellectual property rights; multiple conflicting and changing governmental laws and regulations, including varying labor laws and tax regulations; reliance on various information systems and information technology to conduct our business, making us vulnerable to cyberattacks by third parties or breaches due to employee error, misuse, or other causes, that could result in business disruptions, loss of or damage to our intellectual property and confidential information (and that of our customers and other business partners), reputational harm, transaction errors, processing inefficiencies, or other adverse consequences; regional or global economic downturns or recessions, varying foreign government support, unstable political environments, and other changes in foreign economic conditions; 22 the impact of public health epidemics, such as the COVID-19 pandemic, on employees, suppliers, customers and the global economy; difficulties in managing a global enterprise, including staffing, managing distributors and representatives, and repatriating cash; longer sales cycles and difficulties in collecting accounts receivable; and different customs and ways of doing business.
Biggest changeIf we cannot mitigate these impacts through sourcing alternatives or operational efficiencies, our business and financial performance could be adversely affected; differing legal systems and standards of trade which may not honor our intellectual property rights, and which may place us at a competitive disadvantage; pressures from foreign customers and foreign governments for us to increase our operations in the foreign country, which may necessitate the sharing of sensitive information and intellectual property rights; multiple conflicting and changing governmental laws and regulations, including varying labor laws and tax regulations; reliance on various information systems and information technology to conduct our business, making us vulnerable to cyberattacks by third parties or breaches due to employee error, misuse, or other causes, that could result in business disruptions, loss of or damage to our intellectual property and confidential information (and that of our customers and other business partners), reputational harm, transaction errors, processing inefficiencies, or other adverse consequences; regional or global economic downturns or recessions, varying foreign government support, unstable political environments, and other changes in foreign economic conditions; the impact of public health epidemics, such as the COVID-19 pandemic, on employees, suppliers, customers and the global economy; difficulties in managing a global enterprise, including staffing, managing distributors and representatives, and repatriating cash; longer sales cycles and difficulties in collecting accounts receivable; and different customs and ways of doing business.
There is no assurance that we will be able to fully utilize the NOL and we may be required to record an additional valuation allowance related to the amount of the NOL that may not be realized, which could impact our results of operations. As noted, we believe that these NOL carryforwards are a valuable asset for us.
There is no assurance that we will be able to fully utilize the NOL carryforwards and we may be required to record an additional valuation allowance related to the amount of the NOL that may not be realized, which could impact the results of our operations. As noted, we believe that these NOL carryforwards are a valuable asset for us.
Risks inherent in international operations include, but are not limited to, the following: changes in general economic and political conditions in the countries in which we operate; unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to renewable energy, environmental protection, permitting, export duties and quotas; trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; fluctuations in exchange rates that may affect demand for our products and may adversely affect our profitability in U.S. dollars to the extent the price of our products and cost of raw materials and labor are denominated in a foreign currency; difficulty with staffing and managing widespread operations, including managing the complexity of international labor laws as we send staff and hire consultants to support our international deployments; complexity of, and costs relating to compliance with, the different commercial and legal requirements of the overseas markets in which we offer and sell our products; inability to obtain, maintain or enforce intellectual property rights; and difficulty in enforcing agreements in foreign legal systems.
Risks inherent in international operations include, but are not limited to, the following: changes in general economic and political conditions in the countries in which we operate; 21 unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to renewable energy, environmental protection, permitting, export duties and quotas; trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; fluctuations in exchange rates that may affect demand for our products and may adversely affect our profitability in U.S. dollars to the extent the price of our products and cost of raw materials and labor are denominated in a foreign currency; difficulty with staffing and managing widespread operations, including managing the complexity of international labor laws as we send staff and hire consultants to support our international deployments; complexity of, and costs relating to compliance with, the different commercial and legal requirements of the overseas markets in which we offer and sell our products; inability to obtain, maintain or enforce intellectual property rights; and difficulty in enforcing agreements in foreign legal systems.
There can be no assurance that we will receive such additional funding. In addition, strategic relationships may not be successful, and we may be unable to sell and market our products to these companies, their affiliates and customers in the future, or growth opportunities may not materialize. We have limited manufacturing, deployment and internal software development experience.
There can be no assurance that we will receive such additional funding. In addition, strategic relationships may not be successful, and we may be unable to sell and market our products to these companies, their affiliates and customers in the future, or growth opportunities may not materialize. 24 We have limited manufacturing, deployment and internal software development experience.
Risks Related to Regulatory and Compliance Matters If we are unable to obtain all necessary regulatory permits and approvals, it is possible that we will not be able to implement our planned projects or business plan. Offshore deployment of our products is heavily regulated. Each of our deployments is subject to multiple permitting and approval requirements.
Risks Related to Regulatory and Compliance Matters If we are unable to obtain all necessary regulatory permits and approvals, it is possible that we will not be able to implement our planned projects or business plan. The offshore deployment of our products is heavily regulated. Each of our deployments is subject to multiple permitting and approval requirements.
As a result, prospective investors and shareholders should make or maintain an investment in our common stock solely on the basis that potential future capital appreciation, if any, of our common stock will be the sole only source of gain for our shareholders for the foreseeable future and there can be no assurance that any such future capital appreciation will occur.
As a result, prospective investors and shareholders should make or maintain an investment in our common stock solely on the basis that potential future capital appreciation, if any, of our common stock will be the only source of gain for our shareholders for the foreseeable future and there can be no assurance that any such future capital appreciation will occur.
Our financial condition and results of operations may be materially and adversely affected if: Product improvements are not completed on a timely basis; New products are not introduced on a timely basis or do not achieve sufficient market penetration; or New products experience reliability or quality problems, or otherwise do not meet customer preferences or requirements.
Our financial condition and results of operations may be materially and adversely affected if: Product improvements are not completed on a timely basis; 25 New products are not introduced on a timely basis or do not achieve sufficient market penetration; or New products experience reliability or quality problems, or otherwise do not meet customer preferences or requirements.
Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. 30 Our contracts with governmental entities could negatively affect our intellectual property rights, and our ability to commercialize our products could be impaired.
Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Our contracts with governmental entities could negatively affect our intellectual property rights, and our ability to commercialize our products could be impaired.
Any one of these outcomes could have an adverse effect on our business, financial condition and results of operations. 23 Actions of activist shareholders could be disruptive and costly and the possibility that activist shareholders may gain representation on or control of our board of directors could adversely affect our results of operations, financial condition, or share price.
Any one of these outcomes could have an adverse effect on our business, financial condition and results of operations. Actions of activist shareholders could be disruptive and costly and the possibility that activist shareholders may gain representation on or control of our board of directors could adversely affect our results of operations, financial condition, or share price.
Accordingly, Section 203 may discourage, delay or prevent a change in control of our company. 34 If securities or industry analysts fail to cover us, or do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline.
Accordingly, Section 203 may discourage, delay or prevent a change in control of our company. If securities or industry analysts fail to cover us, or do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline.
In this event, the market price of our common stock could decline, and your investment could be lost. 19 Risks Related to Our Financial Condition We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.
In this event, the market price of our common stock could decline, and your investment could be lost. Risks Related to Our Financial Condition We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.
If we are unable to increase our software development and manufacturing capacity in a cost-effective manner, our business may be materially harmed. We manufacture key components of our products, while outsourcing the manufacturing for other components of our products.
If we are unable to increase our software development and manufacturing capacity in a cost-effective manner, our business may be materially harmed. We manufacture key components of our products, while outsourcing manufacturing for other components of our products.
Our pending and future patent applications may not be issue as patents or, if issued, may not be issued in a form that will be advantageous to us.
Our pending and future patent applications may not be issued as patents or, if issued, may not be issued in a form that will be advantageous to us.
Because of the limited operating history of our products, we have been required to make analytical assumptions regarding the durability, reliability and performance of the systems, and we may not be able to predict whether and to what extent we may be required to perform under the guarantees that we expect to give our customers.
Because of the limited operating history of our products, we have been required to make analytical assumptions regarding the durability, reliability and performance of the systems, and we may not be able to predict whether and to what extent we may be required to perform under the warranties that we expect to give our customers.
We added two acquisition over the last three fiscal years (one of which was subsequently divested in November 2023), and now have operations in New Jersey and California, without significantly increasing our support staff.
We added two acquisitions over the last three fiscal years (one of which was subsequently divested in November 2023), and now have operations in New Jersey and California, without significantly increasing our support staff.
If an ownership change should occur in the future, our ability to use the NOL to offset future taxable income will be subject to an annual limitation and will depend on the amount of taxable income generated by us in future periods.
If an ownership change should occur in the future, our ability to use the NOLcarryforwards to offset future taxable income will be subject to an annual limitation and will depend on the amount of taxable income generated by us in future periods.
Our future success depends on our ability to significantly increase both our manufacturing capacity and production and service throughput in a cost-effective and efficient manner, and to manage multiple vendors with several orders that have specific deadlines. In order to meet our growth objectives, we will need to increase our engineering, contract management, and manufacturing staff.
Our future success depends on our ability to significantly increase both our manufacturing capacity and production, develop vendor alternatives and service throughput in a cost-effective and efficient manner, and to manage multiple vendors with several orders that have specific deadlines. In order to meet our growth objectives, we will need to increase our engineering, contract management, and manufacturing staff.
If we are unable to successfully negotiate and enter into service contracts with our customers on terms that are acceptable to us, our ability to diversify our revenue stream will be impaired.
If we are unable to successfully negotiate and enter into service contracts with our customers on terms that are acceptable to us, our ability to diversify our revenue stream will be impacted.
Any activist campaign against OPT that contests, conflicts with, or seeks to change, our board composition, leadership, strategic direction, or business mix could have an adverse effect on us because: (i) responding to actions by activist shareholders could disrupt our operations, be costly or time-consuming, or divert the attention of our board of directors and senior management from their regular duties, which could adversely affect our results of operations or financial condition; (ii) perceived uncertainties, including as a result of possible changes to the composition of our board, as to our future direction may lead to the perception of a change in the direction of the business or lack of continuity, any of which may be exploited by our competitors, cause concern to our customers and/or employees and result in the loss of potential business opportunities, or make it more difficult to attract and retain qualified personnel and business partners, and may affect our relationships with vendors, customers and other third parties; (iii) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and (iv) if individuals are elected to our board of directors with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders.
Any activist campaign against OPT that contests, conflicts with, or seeks to change, our board composition, leadership, strategic direction, or business mix could have an adverse effect on us because: (i) responding to actions by activist shareholders could disrupt our operations, be costly or time-consuming, or divert the attention of our board of directors and senior management from their regular duties, which could adversely affect our results of operations or financial condition; (ii) perceived uncertainties, including as a result of possible changes to the composition of our board, as to our future direction may lead to the perception of a change in the direction of the business or lack of continuity, any of which may be exploited by our competitors, cause concern to our customers and/or employees and result in the loss of potential business opportunities, or make it more difficult to attract and retain qualified personnel and business partners, and may affect our relationships with vendors, customers and other third parties; (iii) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and (iv) if individuals are elected to our board of directors with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders. 20 Failure by third parties to supply or manufacture components of our products or to deploy our systems timely or properly could adversely affect our business, financial condition, and results of operation.
Our certificate of incorporation currently authorizes us to issue up to 100,000,000 shares of our common stock and to issue and designate the rights of, without shareholder approval, up to 5,000,000 shares of preferred stock.
Our certificate of incorporation currently authorizes us to issue up to 300,000,000 shares of our common stock and to issue and designate the rights of, without shareholder approval, up to 5,000,000 shares of preferred stock.
Due to the unique nature of in-ocean power generation and the associated potential for environmental hazards stemming from deployment of our products, we expect our projects to receive close scrutiny by permitting agencies, approval authorities and the public, which could result in substantial delay in the permitting process.
Due to the unique nature of in-ocean power generation and the associated potential for environmental hazards stemming from deployment of our products, we expect our projects to receive a higher level of scrutiny by permitting agencies, approval authorities and the public, which could result in substantial delay in the permitting process.
Consequently, we have a Section 382 Tax Benefits Preservation Plan in place, to protect our NOLs during the effective period of the rights plan.
Consequently, we have a Section 382 Tax Benefits Preservation Plan in place, to protect our NOLs and NOL carryforwards during the effective period of the rights plan.
As the ability to access capital has historically been, and is expected to continue to be, one of our primary sources of liquidity, any adverse impacts on our ability to access such credit and liquidity sources as a result of adverse developments affecting the financial services industry could adversely affect our business, financial condition, results of operations.
As the ability to access capital has historically been, and is expected to continue to be, one of our primary sources of liquidity, any adverse impacts on our ability to access such credit and liquidity sources as a result of adverse developments affecting the financial services industry could adversely affect our business, financial condition, results of operations. 17 Currency translation and transaction risk may adversely affect our business, financial condition and results of operations.
As we seek to manufacture, market, sell and deploy our PowerBuoys® and WAM-Vs ® in greater quantities, we may encounter unforeseen hurdles that would limit the commercial viability of these products, including unanticipated manufacturing, deployment, operating, maintenance and other costs.
As we seek to manufacture, market, sell and deploy our PowerBuoys® and WAM-Vs ® in greater quantities, we may encounter unforeseen hurdles that would limit the commercial viability of these products, including unanticipated manufacturing, deployment, operating, maintenance and other costs. We may also encounter technical obstacles to deploying, operating and maintaining PowerBuoys®, WAM-Vs ® , or other products.
Revenue from customers who are based outside of the U.S. accounted for 4% of our revenue in fiscal 2024 and 12% of our revenue in fiscal 2023.
Revenue from customers who are based outside of the U.S. accounted for 60% of our revenue in fiscal 2025 and 4% of our revenue in fiscal 2024.
We cannot accurately predict the impact of future exchange rate fluctuations on the results of our operations. Currently, we do not engage in any exchange rate hedging activities and, as a result, any volatility in currency exchange rates may have an immediate adverse effect on our business, financial condition and results of operations.
Currently, we do not engage in any exchange rate hedging activities and, as a result, any volatility in currency exchange rates may have an immediate adverse effect on our business, financial condition and results of operations.
We may not be able to develop and implement policies and strategies that will be effective in each location where we do business, which in turn could adversely affect our business, financial condition and results of operations.
We may not be able to develop and implement policies and strategies that will be effective in each location where we do business, which in turn could adversely affect our business, financial condition, and results of operations. The current economic environment may increase these risks.
While we strive to maintain constructive communications with our stockholders, we have been, and may in the future be, subject to actions initiated by activist shareholders, including without limitation three different lawsuits filed by Paragon Technologies, Inc. in Delaware. While the Company has successfully defended against these lawsuits, these efforts resulted in significant expense and management distraction.
While we strive to maintain constructive communications with our shareholders, we have been, and may in the future be, subject to actions initiated by activist shareholders,. While the Company has successfully defended against these lawsuits, these efforts resulted in significant expense and management distraction.
An ownership change occurs when our “five-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in OPT by more than 50 percentage points (by value) over a rolling three-year period.
An ownership change occurs when our “five-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in OPT by more than 50 percentage points (by value) over a rolling three-year period. Additionally, various states have similar limitations on the use of state NOLs following an ownership change.
Our systems and processes involve the storage and transmission of proprietary information and sensitive or confidential data, including personal information of employees, and possibly customers and others. In addition, we rely on information systems controlled by third parties.
Failure of our information systems or those of third parties or breaches of data security could cause significant harm to our business. Our systems and processes involve the storage and transmission of proprietary information and sensitive or confidential data, including personal information of employees, and possibly customers and others. In addition, we rely on information systems controlled by third parties.
Department of Defense (“DoD”), we will have to meet their framework for establishing cyber security standards and best practices, what they call Cybersecurity Maturity Model Certification at various levels as we grow our business with DoD.
For example, as we plan to receive projects from the DoD and Department of Homeland Security (“DoHS”), we will have to meet their framework for establishing cyber security standards and best practices, what they call Cybersecurity Maturity Model Certification at various levels as we grow our business with DoD and DoHS.
We have incurred net losses since we began operations in 1994, including net losses of $27.5 million and $26.3 million in fiscal 2024 and 2023, respectively. As of April 30, 2024, we had an accumulated deficit of $307.6 million.
We have incurred net losses since we began operations in 1994, including net losses of $21.5 million and $27.5 million in fiscal 2025 and 2024, respectively. As of April 30, 2025, we had an accumulated deficit of $329.1 million.
Additionally, various states have similar limitations on the use of state NOLs following an ownership change. 26 If an ownership change occurs, the amount of the taxable income for any post-change year that may be offset by a pre-change loss is subject to an annual limitation that is cumulative to the extent it is not all utilized in a year.
If an ownership change occurs, the amount of the taxable income for any post-change year that may be offset by a pre-change loss is subject to an annual limitation that is cumulative to the extent it is not all utilized in a year.
Even if we were able to obtain a license, the rights may be non-exclusive, which could result in our competitors gaining access to the same intellectual property.
These licenses may not be available on acceptable terms, or at all. Even if we were able to obtain a license, the rights may be non-exclusive, which could result in our competitors gaining access to the same intellectual property.
If we or our clients are unable to obtain necessary permits and approvals in connection with any or all our projects, those projects would not be implemented, and our business, financial condition and results of operations would be adversely affected.
Successful challenges by parties opposed to our deployments could result in increased costs, or in the denial of necessary permits and approvals. 27 If we or our clients are unable to obtain necessary permits and approvals in connection with any or all our projects, those projects would not be implemented, and our business, financial condition and results of operations would be adversely affected.
If we are unable to effectively manage our growth, this could adversely affect our business and operations. The scope of our operations to date has been limited, and we do not have experience operating on the scale that we believe may be necessary to achieve profitable operations.
The scope of our operations to date has been limited, and we do not have experience operating on the scale that we believe may be necessary to achieve profitable operations.
If we fail to maintain the adequacy of our internal controls, including any failure to implement new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could also be a material adverse effect on our stock price. 31 Environmental and other regulation of our business, including potential climate change regulation, could adversely impact us by increasing our production cost or restricting our ability to deliver products to our customers.
If we fail to maintain the adequacy of our internal controls, including any failure to implement new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could also be a material adverse effect on our stock price.
Macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations can materially and adversely affect demand for the Company’s products and services.
Our business could be affected by macroeconomic risks. The Company’s operations and performance depend significantly on global and regional economic conditions. Macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations can materially and adversely affect demand for the Company’s products and services.
We have federal net operating loss (“NOL”) carryforwards that are available to offset future taxable income. We may recognize additional NOLs in the future.
Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes may be limited . We have federal net operating loss (“NOL”) carryforwards that are available to offset future taxable income. We may recognize additional NOLs in the future.
We may be the subject of additional future litigation, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Any litigation is costly, and time consuming to defend and may distract our management from the daily operations of our business. We may be the subject of additional future litigation, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Industry-accepted security measures and technology to secure computer systems, and the information stored by cloud vendors on these systems are subject to threats. For example, as we plan to receive projects from the U.S.
Industry-accepted security measures and technology to secure computer systems, and the information stored by cloud vendors on these systems are subject to threats.
Changes in either patent laws or in interpretations of patent laws in the U.S. and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection, which could in turn adversely affect our business, financial condition and results of operations. 29 If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected, which could in turn adversely affect our business, financial condition and results of operations.
Changes in either patent laws or in interpretations of patent laws in the U.S. and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection, which could in turn adversely affect our business, financial condition and results of operations.
To the extent that we issue new securities or raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders or result in downward pressure on the price of our common stock. 33 Historically, our stock price has been volatile, and this is likely to continue; purchasers of our common stock could incur substantial losses as a result.
To the extent that we issue new securities or raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders or result in downward pressure on the price of our common stock.
Therefore, we cannot assure you that our costs of complying with current and future environmental and health and safety laws, and any liabilities arising from past or future releases of, or exposure to, hazardous substances will not adversely affect our business, financial condition or results of operations. 32 Risks Related to Litigation Litigation is costly and time-consuming to defend, and if decided against us, could require us to pay substantial judgments or settlements.
Therefore, we cannot assure you that our costs of complying with current and future environmental and health and safety laws, and any liabilities arising from past or future releases of, or exposure to, hazardous substances will not adversely affect our business, financial condition or results of operations.
In the U.S., there is a significant possibility that some form of regulation will be enacted at the federal level to address the effects of climate change.
Moreover, there has been a broad range of proposed and promulgated state, national and international regulation aimed at reducing the effects of climate change. In the U.S., there is a significant possibility that some form of regulation will be enacted at the federal level to address the effects of climate change.
In addition, if the cost associated with these development efforts exceeds our projections, our results of operations could be materially and adversely affected. 24 In addition, competition may arise from other companies manufacturing similar products, developing different products that produce energy more efficiently than our products, or developing autonomous vehicles that perform better or have other characteristics that customers prefer, could make our products less attractive or render them obsolete.
In addition, competition may arise from other companies manufacturing similar products, developing different products that produce energy more efficiently than our products, or developing autonomous vehicles that perform better or have other characteristics that customers prefer, could make our products less attractive or render them obsolete.
Our success depends on the skills, experience and efforts of our management and other key product development, manufacturing, and sales and marketing employees. We cannot be certain that we will be able to attract, retain and motivate such employees. The loss of the services of one or more of these employees could have a material adverse effect on our business.
We cannot be certain that we will be able to attract, retain and motivate such employees. The loss of the services of one or more of these employees could have a material adverse effect on our business. There is a risk that we will not be able to retain or replace these key employees.
Provisions in our corporate charter documents and under Delaware law may delay or prevent attempts by our shareholders to change our management or our Board of Directors and hinder efforts to acquire a controlling interest in us.
This misalignment may result in pressure to make near-term decisions that are not accretive to long-term shareholder value. 30 Provisions in our corporate charter documents and under Delaware law may delay or prevent attempts by our shareholders to change our management or our Board of Directors and hinder efforts to acquire a controlling interest in us.
We may be unable to hire appropriate outsourced resources to enable us to meet the software development needs of our products and solutions.
We may be unable to hire appropriate outsourced resources to enable us to meet the software development needs of our products and solutions. If we cannot do so, we may be unable to expand our business and become profitable or do so in time to meet the needs of our customers.
In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, our third-party vendors and counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our business, financial condition, results of operations and liquidity. 20 Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, the financial institutions with which we have arrangements directly, or the financial services industry or economy in general.
In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, our third-party vendors and counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our business, financial condition, results of operations and liquidity.
Failure by third parties to supply or manufacture components of our products or to deploy our systems timely or properly could adversely affect our business, financial condition, and results of operation. We have been, and expect to continue to be, highly dependent on third parties to supply or manufacture components for our products, including for pre-fabrication elements.
We have been, and expect to continue to be, highly dependent on third parties to supply or manufacture components for our products, including for pre-fabrication elements.
Even if we do achieve commercialization of our products and services and become profitable, we may not be able to achieve or, if achieved, sustain profitability on a quarterly or annual basis. We may not be able to raise sufficient capital to continue to operate our business. Historically, we have funded our business operations through sales of equity securities.
Even if we do achieve commercialization of our products and services and become profitable, we may not be able to achieve or, if achieved, sustain profitability on a quarterly or annual basis. Loss of U.S.
Any such failures, disruptions or breaches could also impede the development, manufacture or shipment of products, interrupt or delay processing of transactions and reporting financial results, result in theft or misuse of our intellectual property or other assets, or result in the unintentional disclosure of personal, proprietary, sensitive, or confidential information of employees, customers, and others.
Information system failures, network disruptions, and system and data security breaches, manipulation, destruction, ransom, or leakage, whether intentional or accidental, could impair our ability to provide services to our customers or otherwise harm our ability to conduct our business., including delays in execution of classified work or revocation of our FCL Any such failures, disruptions or breaches could also impede the development, manufacture or shipment of products, interrupt or delay processing of transactions and reporting financial results, result in theft or misuse of our intellectual property or other assets, or result in the unintentional disclosure of personal, proprietary, sensitive, or confidential information of employees, customers, and others.
Our manufacturing operations, particularly some of the activities undertaken by our third-party suppliers and manufacturers, involve the controlled use of hazardous materials. These include batteries, various lubricants and oils.
If we violate these laws, we could be subject to significant fines, liabilities or other adverse consequences. Our manufacturing operations, particularly some of the activities undertaken by our third-party suppliers and manufacturers, involve the controlled use of hazardous materials. These include batteries, as well as various lubricants and oils.
We may be the subject of future securities or other litigation, which could adversely affect our company, our business and our liquidity. Any litigation is costly, and time consuming to defend and may distract our management from the daily operations of our business.
Risks Related to Litigation Litigation is costly and time-consuming to defend, and if decided against us, could require us to pay substantial judgments or settlements. We may be the subject of future securities or other litigation, which could adversely affect our company, our business and our liquidity.
Risks Related to Product Development and Commercialization We have only manufactured a limited number of PowerBuoys®, and to date we have not produced these products in any significant quantity for commercial production. These products do not have a sufficient operating history to accurately predict how they will perform over their estimated useful life.
These products do not have a sufficient operating history to accurately predict how they will perform over their estimated useful life. To date, we have only manufactured a limited number of PowerBuoys®. As a result, our products may not have a sufficient operating history to confirm how they will perform over their estimated useful life.
We have only manufactured our products in limited quantities for use in development and testing and have limited commercial manufacturing and deployment experience, and our work with our vendors has not included work on multiple orders on time-critical deadlines.
We have only manufactured our products in limited quantities for use in development and testing and have limited commercial manufacturing and deployment experience.
New regulations surrounding the deployment of autonomous vessels could restrict or limit our ability to deploy WAM-Vs ® in certain jurisdictions. Successful challenges by parties opposed to our deployments could result in increased costs, or in the denial of necessary permits and approvals.
New regulations surrounding the deployment of autonomous vessels could restrict or limit our ability to deploy WAM-Vs ® in certain jurisdictions.
Our agreements with customers will generally include guarantees and warranties with respect to the quality and performance of our products.
Problems with the quality or performance of our products would adversely affect our business, financial condition and results of operations. Our agreements with customers will generally include warranties with respect to the quality and performance of our products.
Currency translation and transaction risk may adversely affect our business, financial condition and results of operations. Our reporting currency is the U.S. dollar, however sometimes we incur costs in the local currency of countries in which our customers and suppliers are located. As a result, we are subject to currency translation risk.
Our reporting currency is the U.S. dollar, however sometimes we incur costs in the local currency of countries in which our customers and suppliers are located. As a result, we are subject to currency translation risk. A percentage of our revenue has historically been generated outside the U.S. and can be denominated in foreign currencies of our customers.
Qualified individuals, including engineers, software developers, project managers and sales leadership, are in high demand, and we may incur significant costs to attract and retain them. All our employees are at-will employees, which means they can terminate their employment relationship with us at any time, and their knowledge of our business and industry would be difficult to replace.
All our employees are at-will employees, which means they can terminate their employment relationship with us at any time, and their knowledge of our business and industry would be difficult to replace.
Further, if a patent or trademark infringement suit were brought against us, we could be forced to stop or delay manufacturing or sales of the product or component that is the subject of the suit.
Further, if a patent or trademark infringement suit were brought against us, we could be forced to stop or delay manufacturing or sales of the product or component that is the subject of the suit. 26 As a result of patent or trademark infringement claims, or in order to avoid potential claims, we may choose or be required to seek a license from a third party and be required to pay license fees, royalties or both.
In addition, if we are not successful in commercializing our new solutions and products, or are significantly delayed in doing so, our business, financial condition and results of operations will be adversely affected. If we are unable to attract and retain management and other qualified personnel, we may not be able to achieve our business objectives.
If demand for our solutions and products fails to develop sufficiently, it is unlikely that we will be able to grow our business or generate sufficient revenue. In addition, if we are not successful in commercializing our new solutions and products, or are significantly delayed in doing so, our business, financial condition and results of operations will be adversely affected.
Changes in senior management are inherently disruptive, and efforts to implement any new strategic or operating goals may not succeed in the absence of a long-term management team. Changes to strategic or operating goals stemming from the appointment of new executives may themselves prove to be disruptive.
Implementation of our business plans will be highly dependent upon our ability to hire and retain senior executives as well as talented staff in various fields of expertise. Changes in senior management are inherently disruptive, and efforts to implement any new strategic or operating goals may not succeed in the absence of a long-term management team.
If such banking institutions were to fail, we could lose all or a portion of those amounts held more than such insurance limitations.
These accounts are in non-interest-bearing and interest-bearing operating accounts and may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we could lose all or a portion of those amounts held more than such insurance limitations.
Any such shortages could negatively impact our suppliers’ ability to meet our demand requirements and, in turn, our ability to satisfy our customer demand. These challenges, together with other challenges associated with operating an international business, may adversely affect our ability to recognize revenue and our other operating results.
Any such shortages could negatively impact our suppliers’ ability to meet our demand requirements and, in turn, our ability to satisfy our customer demand.
If we issue additional securities to raise capital, our existing shareholders could experience dilution or may be subordinated to any rights, preferences or privileges granted to the new security holders. Any new securities issued could have rights senior to those associated with our common stock and could contain covenants that could restrict our operations.
These factors may make additional funding unavailable, or the timing, dollar amount, and terms and conditions of additional funding unattractive. If we issue additional securities to raise capital, our existing shareholders could experience dilution or may be subordinated to any rights, preferences or privileges granted to the new security holders.
Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected. There are doubts about our ability to continue as a going concern.
Any new securities issued could have rights senior to those associated with our common stock and could contain covenants that could restrict our operations. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected.
Certain weather events could increase in frequency or severity requiring potential design changes or limiting the windows available for offshore operations. 27 Our autonomous vessels could cause other types of damage, including collisions with other vessels, property of others, or even swimmers or other persons or property utilizing a body of water where the WAM-V® is operating.
Our autonomous vessels could cause other types of damage, including collisions with other vessels, property of others, or even swimmers or other persons or property utilizing a body of water where the WAM-V® is operating. This could also lead to the suspension of certain of our operations, large damage claims, damage to our safety reputation and a loss of business.
We cannot predict the timing or scale of these various macroeconomic conditions, but they could have a material adverse effect on our business, results of operations and financial condition. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition, or results of operations.
We cannot predict the timing or scale of these various macroeconomic conditions, but they could have a material adverse effect on our business, results of operations and financial condition. Changes to U.S. tariff and import/export regulations may have a negative effect on us.
Tariffs imposed by foreign countries on imports of our products could also adversely affect our international sales. Any increase in manufacturing costs, the cost of our products or limitation on the amount of products we can purchase, could have a material adverse effect on our financial condition and results of operations.
Any increase in manufacturing costs, the cost of our products or limitation on the amount of products we can purchase, could have a material adverse effect on our financial condition and results of operations. 28 Our business involves the use of hazardous materials, which require compliance with environmental and occupational safety laws regulating the use of such materials.
Periods of transition in senior management leadership are often difficult as new executives gain detailed knowledge of our operations. Cultural differences may also impact changes in strategy and style. Without consistent and experienced leadership, customers, employees, suppliers, creditors, shareholders and others may lose confidence in us. To be successful, we need to attract and retain key personnel.
Changes to strategic or operating goals stemming from the appointment of new executives may themselves prove to be disruptive. Periods of transition in senior management leadership are often difficult as new executives gain detailed knowledge of our operations. Cultural differences may also impact changes in strategy and style.
Our ability to obtain additional funding will be subject to several factors, including market conditions, our operating performance, litigation and investor sentiment. These factors may make additional funding unavailable, or the timing, dollar amount, and terms and conditions of additional funding unattractive.
We do not know whether we will be able to secure additional funding if needed in the future or, if secured, whether the terms will be favorable to us or our investors. Our ability to obtain additional funding will be subject to several factors, including market conditions, our operating performance, litigation and investor sentiment.
A percentage of our revenue has historically been generated outside the U.S. and can be denominated in foreign currencies of our customers. Changes in exchange rates between foreign currencies and the U.S. dollar could affect our revenue and cost of revenue and could result in exchange losses.
Changes in exchange rates between foreign currencies and the U.S. dollar could affect our revenue and cost of revenue and could result in exchange losses. We cannot accurately predict the impact of future exchange rate fluctuations on the results of our operations.
Pursuant to the terms of the Tax Benefits Preservation Plan, the Board of Directors has authority to grant an exception to the 4.9% ownership threshold which could potentially limit the utilization of our NOLs.
Pursuant to the terms of the Tax Benefits Preservation Plan, the Board of Directors has authority to grant an exception to the 4.9% ownership threshold which could potentially limit the utilization of our NOL carryforwards. 23 Risks Related to Product Development and Commercialization We have only manufactured a limited number of PowerBuoys®, and to date, we have not produced these products in any significant quantity for commercial production.
For more information on our legal proceedings, see Item 3 “Legal Proceedings” of this Annual Report and Note 16 “Commitments and Contingencies - Litigation” in the accompanying consolidated financial statements for the fiscal year ended April 30, 2024.
For more information on our legal proceedings, see Item 3 “Legal Proceedings” of this Annual Report and Note 14 “Commitments and Contingencies Litigation with Paragon Technologies, Inc.” in the accompanying consolidated financial statements for the fiscal year ended April 30, 2025. 29 Risks Related to Our Common Stock If we issue additional shares of our equity securities in the future, our shareholders may experience substantial dilution in the value of their investment or their ownership interest.
This could also lead to the suspension of certain of our operations, large damage claims, damage to our safety reputation and a loss of business. Some of these risks may be uninsurable, and some claims may exceed our insurance coverage.
Some of these risks may be uninsurable, and some claims may exceed our insurance coverage.
Any of these events could damage our reputation, result in litigation and regulatory fines and penalties, or have a material adverse effect on our business, financial condition, results of operations or cash flows. Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes may be limited .
Any of these events could damage our reputation, result in litigation and regulatory fines and penalties, or have a material adverse effect on our business, financial condition, results of operations or cash flows. 22 As part of our broader cyber defense strategy, we actively participate in the Federal Bureau of Investigation’s InfraGard program and related cyber threat intelligence initiatives.
To date, we have only manufactured a limited number of PowerBuoys®. As a result, our products may not have a sufficient operating history to confirm how they will perform over their estimated useful life. Our technology may not yet have demonstrated that our engineering and test results can be duplicated in volume or in commercial production.
Our technology may not yet have demonstrated that our engineering and test results can be duplicated in volume or in commercial production.
These hazards and risks could result in personal injuries or loss of life. The unintentional release of a PowerBuoy® product from its mooring, for example, due to extreme environmental conditions and damage caused by its drifting, and other damages which may include damage to our properties, including our products, and the properties of others, or other consequential damages.
The unintentional release of a PowerBuoy® product from its mooring, for example, due to extreme environmental conditions and related damage caused by its drifting could result in injury to persons, property damage (including to third-party vessels or infrastructure), environmental harm, and potential regulatory or legal liabilities, as well as reputational damage and increased insurance costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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ITEM 1C. CYBERSECURITY We depend on information technology and systems for various operations and for capturing accounting, technical and regulatory data for reporting, analysis, and archiving. Our primary business systems mostly consist of purchased and licensed software programs that integrate with our internal solutions.
Added
ITEM 1C. CYBERSECURITY Cybersecurity risk is an important component of our overall enterprise risk management framework, given our reliance on digital systems for product development, operational control, communications, data management, and financial reporting.
Removed
As of the filing date of this report, our risk assessment process related to cybersecurity includes conducting vulnerability assessments using a combination of internal and third-party capabilities to perform technical assessments, vulnerability scanning, and incident and event monitoring.
Added
Our operations involve proprietary software and hardware systems integrated into offshore platforms, as well as sensitive information related to customer deployments, government contracts, and internal business processes . 31 We employ a layered cybersecurity approach aligned with industry standards.
Removed
With the oversight of our Board of Directors, our management team is responsible for implementing a thorough, risk-based cybersecurity program aimed at safeguarding our data, along with the data of our customers and partners, and based on well-organized cybersecurity frameworks under a central control figure.
Added
Our strategy includes preventive and detective technical controls (e.g., endpoint protection, intrusion detection, access control, and network segmentation), employee training, vendor diligence, and third-party audits. We maintain a combination of on-premise and cloud-based infrastructure with multi-factor authentication and routine patch management. We also work with managed cybersecurity service providers to support real-time threat monitoring and incident response capabilities.
Removed
Risks from cybersecurity threats did not materially impact our business strategy, operations, or financial condition for the twelve months ended April 30, 2024 and 2023 and are not reasonably likely to do so in the future, but no assurances can be made along those lines.
Added
Penetration testing and vulnerability scanning are performed periodically, and findings are reviewed with senior leadership. Cybersecurity risks are considered in connection with strategic planning, vendor selection, product development (particularly in embedded control systems), and compliance with regulatory obligations, including export control and data privacy laws.
Added
To date, we have not experienced any material cybersecurity incidents that have had a significant impact on our financial condition, results of operations, or reputation. However, we recognize that the threat landscape continues to evolve, and we remain vigilant in adapting our security posture to mitigate emerging risks.
Added
Governance The Board of Directors has oversight responsibility for cybersecurity risk as part of its broader enterprise risk oversight function. The Audit Committee receives periodic updates on cybersecurity threats, incidents, risk mitigation strategies, and program enhancements from senior management. Our Incident Response Plan outlines steps to investigate, contain, report, and recover from cybersecurity events.
Added
We have established internal procedures to investigate, contain, report, and recover from cybersecurity incidents. These procedures are designed to enable a prompt and coordinated response to potential threats. In the event of an incident determined to be material under SEC guidelines, we are prepared to make timely disclosures through current reports (Form 8-K) as required.
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Cybersecurity Incidents During the fiscal years ended April 30, 2025 and 2024, we did not identify any cybersecurity incidents that had a material impact on our operations, liquidity, or financial condition. We did observe routine scanning, phishing attempts, and minor technical vulnerabilities, all of which were mitigated without operational disruption or data loss.
Added
While no material incidents have occurred, we cannot guarantee that future incidents will not materially affect our company, especially as we expand digital product features, enter new geographic markets, and integrate with third-party systems.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that our facilities are sufficient for our current needs and are in good condition in all material respects.
Biggest changeWe have an additional property also located in Richmond, California where we occupy approximately 2,300 square feet under a lease which began on May 12, 2025 and expiring on May 31, 2027. We believe that our facilities are sufficient for our current needs and are in good condition in all material respects.
ITEM 2. PROPERTIES Our headquarters are currently located in Monroe Township, New Jersey, where we occupy approximately 56,000 square feet under a lease expiring on April 30, 2026. We use this facility for administration, research and development, as well as manufacturing, assembly and testing of our products.
ITEM 2. PROPERTIES Our headquarters are currently located in Monroe Township, New Jersey, where we occupy approximately 56,000 square feet under a lease expiring on April 30, 2026.
Additionally, we have a property located on the University of California Berkeley in Berkeley, California, where we occupy 1,220 square feet under a lease which is currently operating month-to-month. Additionally, we have begun leasing a property located in Richmond, California where we will occupy approximately 11,500 square feet under a lease expiring on June 18, 2028.
We use this facility for administration, research and development, as well as manufacturing, assembly and testing of our products. 32 Additionally, we have a property located in Richmond, California where we occupy approximately 11,500 square feet under a lease expiring on June 18, 2028.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThis hearing on the initial complaint was held and on November 30, 2023, the Court ruled in favor of the Company and denied Paragon’s motion for injunctive relief. The status of the in the amended complaint is still pending.
Biggest changeThis hearing on the initial complaint was held and on November 30, 2023, the Court ruled in favor of the Company and denied Paragon’s motion for injunctive relief. On February 28, 2024, the Company successfully finalized its 2023 annual meeting of stockholders in spite of Paragon’s repeated attempts to contest the meeting.
The complaint sought only injunctive relief against the Company, and not monetary damages, and therefore the financial exposure derived therein was limited to applicable legal fee and costs at that stage, which was material to FY 24. On November 2, 2023, Paragon sought leave to amend its complaint to add additional claims.
The complaint sought only injunctive relief against the Company, and not monetary damages, and therefore the financial exposure derived therein was limited to applicable legal fees and costs at that stage, which was material to fiscal year 2024. On November 2, 2023, Paragon sought leave to amend its complaint to add additional claims.
No additional activity has occurred. 35 (b) Breach of Fiduciary Duties Complaint) On October 10, 2023, Paragon filed an additional complaint in the Court of Chancery of the State of Delaware against the Company, and the members of its Board of Directors, claiming certain breaches of their fiduciary duties.
ITEM 3. LEGAL PROCEEDINGS Litigation with Paragon Technologies, Inc. On October 10, 2023, Paragon Technologies, Inc. filed a complaint in the Court of Chancery of the State of Delaware against the Company, and the members of its Board of Directors, claiming certain breaches of their fiduciary duties.
Removed
LEGAL PROCEEDINGS On June 16, 2023, Paragon Technologies, Inc., a Delaware corporation that is a shareholder of the Company (“Paragon”), informed the Company that Paragon was planning a proxy contest against the Company and intended to nominate candidates for election to the Company Board of Directors (the “OPT Board”) at the Company’s 2023 Annual Meeting (the “2023 Annual Meeting”).
Added
In an August 12, 2024 Press Release and its Form 10-Q report for the second quarter of 2024, Paragon announced that it was no longer pursuing litigation against the Company. Pursuant to a Court order dated January 9, 2025, Paragon was required “to file a status report within 30 days.
Removed
Subsequently, Paragon disclosed its intention to replace a majority of the six-member OPT Board with initially five purported nominees, including three members of the Paragon Board of Directors, and, thereby, seek control of the Company. In furtherance of Paragon’s threatened agenda, Paragon brought three litigation matters against the Company in the Delaware Court of Chancery. (a) (Del.
Added
Otherwise, the case will be dismissed under Rule 41(e).” Because Paragon did not file a status report by February 10, 2025, the Company anticipates that the Court will dismiss the case, with prejudice, due to Paragon’s failure to prosecute.
Removed
Code §220 Complaint) On July 27, 2023, Paragon filed a complaint in the Court of Chancery of the State of Delaware against the Company seeking to compel the inspection of certain books and records of the Company pursuant to 8 Del. Code § 220.
Added
Section 220 Demand In February 2025, the Company received a shareholder demand under Section 220 of the General Corporation Law of the State of Delaware for inspection of certain books and records relating to prior equity grants made to officers and directors under the 2015 Plan in January 2023, February 2024 and January 2025.
Removed
On January 31, 2024, the Court issued a ruling for the Company to deliver certain books and records to Paragon, and the books and records that were subject to the Court’s final order were produced to Paragon on April 8, 2024.
Added
The Company is reviewing and considering the demand and engaging with counsel for the shareholder. The Company has not recorded any liability for these matters as of April 30, 2025 as it cannot estimate the ultimate outcome at this time. Item 4. MINE SAFETY DISCLOSURES None. 33 PART II
Removed
On February 28, 2024, the Company successfully finalized its 2023 annual meeting of stockholders in spite of Paragon’s repeated attempts to contest the meeting. On July 10, 2024, the Company requested Paragon’s counsel to dismiss this litigation, given there has been no activity for 6 months. We are awaiting a response. (c) l (Del.
Removed
Code §225 Complaint) On April 11, 2024, Paragon filed an action in the Delaware Court of Chancery against the Company, and the members of its Board of Directors, challenging the results of the 2023 Annual Meeting (concluded on February 28, 2024), alleging that a quorum was not present for the meeting.
Removed
On May 7, 2024, the Company filed its answer, including that the Final Report of the Inspector of Election (which Paragon selected) confirmed that a quorum was present.
Removed
On June 20, 2024, Paragon filed a Motion to Dismiss the case “without prejudice.” On June 28, 2024, the Company responded to Paragon’s Motion to Dismiss, claiming that the case should be dismissed: (a) “with prejudice”; or (b) “without prejudice,” but in such event Paragon should reimburse OPT’s fees and costs for defending the case.
Removed
As clearly evidenced by the above, Paragon has filed three lawsuits against the OPT Board and the Company in an effort to seek control of the Company, without following appropriate governance standards and without offering fair value to the stockholders.
Removed
In addition, Sham Gad, the CEO of Paragon has also maintained in public that the nature of Paragon’s proposed investment in the Company was “non-dilutive.” To that point, on April 24, 2024, Paragon made the following “non-dilutive $3MM preferred stock” offer to the Company: “...The preferred would have the option to be convertible to common stock, at $0.05 a share, or 25% of the 30-day average trading price, whichever is higher...”.
Removed
After the Board correctly rejected the $3MM preferred stock offer, on June 7, 2024, Paragon issued a press release that proclaimed its offer was non-dilutive.
Removed
In fact, Paragon’s offer was highly dilutive because the offer stipulated that the proposed OPT preferred stock to be issued to Paragon would be convertible to OPT common stock at a 75% discount to the fair market value of the common stock.
Removed
The Paragon offer thus essentially amounted to a change in control of the Company at 25% of its fair market value. In order to defend the best interests of the Company’s shareholders against Paragon’s lawsuits and public statements, the Company has spent approximately $3.9 million in fees and costs.
Removed
Spain Income Tax Audit The Company underwent an income tax audit in Spain for the period from 2011 to 2014, when our Spanish branch was closed. In connection with the tax audit, the Spanish tax inspector challenged the Company’s recognition of grant funds received in 2011 to 2014 from the European Commission in connection with the Company’s Waveport project.
Removed
On July 30, 2018, the inspector concluded that although there was no tax owed in light of losses reported, the Company’s Spanish branch owed penalties for failure to properly account for the income associated with the funding grant. On August 30, 2018, the Company filed an administrative appeal of the penalty and its underlying conclusions.
Removed
During the three months ended July 31, 2020, the Company received notice from the Spanish Central Economic and Administrative Tribunal that it agreed with the inspector and ruled that the Company owes the full amount of the penalty in the amount of €279,869.81 or approximately $331,000.
Removed
In the quarter ended October 31, 2020, the Company recorded an additional reserve of €117,145.81 (or approximately $154,000) to Selling, general and administrative costs in the Statement of Operations making the total reserve €279,869.81, which amount was paid by the Company to the Spanish Tax Administration on January 25, 2021.
Removed
As of April 30, 2024, the Company had no reserve related to this audit. The Company has appealed the decision of the Tribunal tax assessment to the Spanish National Court. The Company expects a ruling on the appeal prior to the end of fiscal 2025. Item 4. MINE SAFETY DISCLOSURES None. 36 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer There were no purchases of equity securities by the Company for the year ended April 30, 2024. 37 Equity Compensation Plan Information The following table sets forth the indicated information as of April 30, 2024, with respect to our equity compensation plans: Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options and Restricted Stock Weighted-Average Exercise Price of Outstanding Options Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in First Column) Equity compensation plans approved by shareholders: Stock Options 734,543 $ 2.12 (1) Restricted Stock Units 5,124,529 N/A Equity compensation plans not approved by shareholders: Stock Options Restricted Stock Units N/A 161,487 (2) (1) Consists of shares of our common stock available for issuance under the 2015 Omnibus Incentive Plan.
Biggest changeEquity Compensation Plan Information The following table sets forth the indicated information as of April 30, 2025, with respect to our equity compensation plans: Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options and Restricted Stock Weighted-Average Exercise Price of Outstanding Options Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in First Column) Equity compensation plans approved by shareholders: Stock Options 483,342 $ 2.59 (1) Restricted Stock Units 22,461,633 N/A (1) Equity compensation plans not approved by shareholders: Stock Options Restricted Stock Units N/A 161,487 (2) (1) Consists of shares of our common stock available for issuance under the 2015 Omnibus Incentive Plan.
(2) Consists of shares of our common stock available for issuance under the 2018 Employee Inducement Incentive Award Plan. Our equity compensation plans consist of a 2006 Stock Incentive Plan and a 2015 Omnibus Incentive Plan which were approved by our shareholders.
(2) Consists of shares of our common stock available for issuance under the 2018 Employee Inducement Incentive Award Plan. 34 Our equity compensation plans consist of a 2006 Stock Incentive Plan and a 2015 Omnibus Incentive Plan which were approved by our shareholders.
Shares that are forfeited under the 2006 Stock Incentive Plan on or after October 22, 2015, will become available for issuance under the 2015 Omnibus Incentive Plan. The equity compensation plan that has not been approved by our shareholders is our 2018 Employee Inducement Incentive Award Plan. Unregistered Sales of Equity Securities and Use of Proceeds Not Applicable.
Shares that are forfeited under the 2006 Stock Incentive Plan on or after October 22, 2015, will become available for issuance under the 2015 Omnibus Incentive Plan. The equity compensation plan that has not been approved by our shareholders is our 2018 Employee Inducement Incentive Award Plan, as amended. Unregistered Sales of Equity Securities and Use of Proceeds Not Applicable.
Under this plan, a person who acquires, without the approval of our Board of Directors, beneficial ownership of 4.99% or more of the outstanding common stock could be subject to significant dilution. See Note 19 to the consolidated financial statements included herein for more.
Under this plan, a person who acquires, without the approval of our Board of Directors, beneficial ownership of 4.99% or more of the outstanding common stock could be subject to significant dilution. See Note 13 to the consolidated financial statements included herein for more.
Transfer Agent Information Our transfer agent is Computershare Trust Company, N.A. Computershare is located at 250 Royal Street, Canton, MA 02021-1011. Its contact information is: U.S. and Canada: (800) 662 - 7232, International (781) 575–4238, and its website is located at www.computershare.com.
Transfer Agent Information Our transfer agent is Computershare Trust Company, N.A. Computershare is located at 250 Royall Street, Canton, MA 02021-1011. Its contact information is: U.S. and Canada: (800) 662 - 7232, International (781) 575–4238, and its website is located at www.computershare.com.
As of July 22, 2024, there were 119 holders of record for shares of our common stock. Since a portion of our common stock is held in “street” or nominee name, we are unable to determine the exact number of beneficial holders.
As of July 22, 2025, there were 135 holders of record for shares of our common stock. Since a portion of our common stock is held in “street” or nominee name, we are unable to determine the exact number of beneficial holders.
Added
Purchases of Equity Securities by the Issuer There were no purchases of equity securities by the Company for the year ended April 30, 2025.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Selected Financial Data 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A. Controls and Procedures 48
Biggest changeItem 6. Selected Financial Data 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8. Financial Statements and Supplementary Data 45 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 46 Item 9A. Controls and Procedures 46

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur future capital requirements will depend on several factors, including but not limited to: Our ability to improve, market and commercialize our products, and achieve and sustain profitability; our continued improvement of our proprietary technologies, and expected continued use of cash from operating activities unless or until we achieve positive cash flow from the commercialization of our products and services; our ability to obtain additional funding, as and if needed, which will be subject to several factors, including market conditions, and our operating performance; our history of operating losses, which we expect to continue for at least the short term and possibly longer; our ability to manage challenges and expenses associated with communications and disputes with activist shareholders, including litigation; our ability to manage and mitigate risks associated with our internal cyber security protocols and protection of the data we collect and distribute; our ability to protect our intellectual property portfolio; the impact of inflation related to the U.S. dollar on our business, operations, customers, suppliers, manufacturers, and personnel; 45 our ability to meet product enhancement, manufacturing and customer delivery deadlines and the potential impact due to disruptions to our supply chain or our ability to identify vendors that can assist with the prefabrication elements of our products, as a result of, among other things, staff shortages, order delays, and increased pricing from vendors and manufacturers; our estimates regarding future expenses, revenue, and capital requirements; our ability to identify and penetrate markets for our products, services, and solutions; our ability to effectively respond to competition in our targeted markets; our ability to establish relationships with our existing and future strategic partners which may not be successful; our ability to maintain the listing of our common stock on the NYSE American; the reliability of our technology, products and solutions; our ability to increase or more efficiently utilize the synergies available from our product lines: changes in current legislation, regulations and economic conditions that affect the demand for, or restrict the use of our products; our ability to expand markets across geographic boundaries; our ability to be successful with Federal government work which is complex due to various statutes and regulations applicable to doing business with the Federal government; our ability to be successful doing business internationally which requires strict compliance with applicable import, export, ITAR, anti-bribery and related statutes and regulations; the current geopolitical world uncertainty, including Russia’s invasion of Ukraine, the Israel/Palestine conflict and recent attacks on merchant ships in the Red Sea; our ability to hire and retain key personnel, including senior management, to achieve our business objectives; and our ability to establish and maintain commercial profit margin Any or all of our forward-looking statements in this report may turn out to be inaccurate.
Biggest changeOur future capital requirements will depend on several factors, including but not limited to: our ability to improve, market and commercialize our products, and achieve and sustain profitability; our continued improvement of our proprietary technologies, and expected continued use of cash from operating activities unless or until we achieve positive cash flow from the commercialization of our products and services; changes in current legislation, regulations and economic conditions regarding Federal governmental tariffs, the implementation on the new US Department of Governmental Efficiency (“DOGE”) and related DOGE federal governmental budget cuts and the potential that this affects the demand for, or restrict the use of, our products and services; our ability to obtain additional funding, as and if needed, which will be subject to several factors, including market conditions, our financial condition and our operating performance; our ability to comply with the covenants and other obligations under our convertible notes; the ability to continue as a going concern; our history of operating losses, which we expect to continue for at least the short-term and possibly longer; our ability to manage challenges and expenses associated with communications and disputes with activist shareholders, including litigation; our ability to manage and mitigate risks associated with our internal cyber security protocols and protection of the data we collect and distribute; our ability to protect our intellectual property portfolio; the impact of potential inflation related to the U.S. dollar on our business, operations, customers, suppliers, manufacturers, and personnel; our ability to meet product enhancement, manufacturing and customer delivery deadlines and the potential impact due to disruptions to our supply chain or our ability to identify vendors that can assist with the prefabrication elements of our products, as a result of, among other things, staff shortages, order delays, and increased pricing from vendors and manufacturers; our forecasts and estimates regarding future expenses, revenue, gross margin, cash flow and capital requirements; our ability to identify and penetrate markets for our products, services, and solutions; our ability to effectively respond to competition in our targeted markets; our ability to establish relationships with our existing and future strategic partners which may not be successful; our ability to maintain the listing of our common stock on the NYSE American; the reliability and continuous improvement of our technology, products and solutions; our ability to increase or more efficiently utilize the synergies available from our product lines: our ability to expand markets across geographic boundaries; our ability to be successful with Federal government work which is complex due to various statutes and regulations applicable to doing business with the Federal government; our ability to be successful doing business internationally which requires strict compliance with applicable statutes and regulations; the current geopolitical world uncertainty, including tariffs, Russia’s invasion of Ukraine, the Israel/Palestine conflict and previous attacks on merchant ships in the Red Sea; the potential impact that new foreign country tariffs may have on our ability (i) to source and procure necessary raw materials for the manufacture and provision of our products and services; and (ii) to deliver our products to such foreign countries; our ability to hire and retain key personnel, including senior management, to achieve our business objectives; and our ability to establish and maintain consistent commercial profit margins. 44 Our business is capital intensive, and through April 30, 2025, we have been funding our business principally through sales of our securities.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which improves the transparency of income tax disclosures by requiring companies to (1) disclose consistent categories and greater disaggregation of information in the effective rate reconciliation and (2) provide information on income taxes paid disaggregated by jurisdiction.
Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which improves the transparency of income tax disclosures by requiring companies to (1) disclose consistent categories and greater disaggregation of information in the effective rate reconciliation and (2) provide information on income taxes paid disaggregated by jurisdiction.
The Company’s revenue also includes revenue from certain contracts which do not fall within the scope of ASC 606, but under the scope of ASC 842. At inception of a contract for those classified under ASC 842, the Company classifies leases as either operating or financing in accordance with the authoritative accounting guidance contained within ASC Topic 842, “Leases”.
The Company’s revenue also includes revenue from certain contracts which do not fall within the scope of ASC 606, but under the scope of ASC 842, “Leases”. At inception of a contract for those classified under ASC 842, the Company classifies leases as either operating or financing in accordance with the authoritative accounting guidance contained within ASC 842.
When no observable standalone selling price is available, the standalone selling price is generally estimated based upon the Company’s forecast of the total cost to satisfy the performance obligation plus an appropriate profit margin. 40 The nature of the Company’s contracts may give rise to several types of variable consideration, including unpriced change orders, liquidated damages and penalties.
When no observable standalone selling price is available, the standalone selling price is generally estimated based upon the Company’s forecast of the total cost to satisfy the performance obligation plus an appropriate profit margin. 38 The nature of the Company’s contracts may give rise to several types of variable consideration, including unpriced change orders, liquidated damages and penalties.
Income tax benefit Income tax benefit reflects the sale by the Company of New Jersey State net operating losses and research development credits under the New Jersey Economic Development Authority Tax Transfer programs, resulting in $1.3 million and $0.3 million of tax benefit related to the fiscal year ended April 30, 2024 and 2023, respectively.
Income tax benefit Income tax benefit reflects the sale by the Company of New Jersey State net operating losses and research development credits under the New Jersey Economic Development Authority Tax Transfer programs, resulting in $1.0 million and $1.3 million of tax benefit related to the fiscal year ended April 30, 2025 and 2024, respectively.
Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, performance, and any other information (historical, current, and forecasted) that is reasonably available to us. There was no variable consideration as of April 30, 2024 or 2023.
Estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on the assessment of legal enforceability, performance, and any other information (historical, current, and forecasted) that is reasonably available to us. There was no variable consideration as of April 30, 2025 or 2024.
We currently do not hedge our exchange rate exposure. However, we assess the anticipated foreign currency working capital requirements and capital asset acquisitions of our foreign operations and assess the need and cost to utilize financial instruments to hedge currency exposures on an ongoing basis and may hedge against exchange rate exposure in the future.
However, we assess the anticipated foreign currency working capital requirements and capital asset acquisitions of our foreign operations and assess the need and cost to utilize financial instruments to hedge currency exposures on an ongoing basis and may hedge against exchange rate exposure in the future.
Also included are professional fees, salaries and other personnel-related costs for employees and consultants engaged in sales and marketing and costs for executive, accounting and administrative personnel, and other general corporate expenses. Operating expenses during the fiscal year ended April 30, 2024 were $32.2 million as compared to $28.3 million for fiscal year 2023.
Also included are professional fees, salaries and other personnel-related costs for employees and consultants engaged in sales and marketing and costs for executive, accounting and administrative personnel, and other general corporate expenses. Operating expenses during the fiscal year ended April 30, 2025 were $23.3 million as compared to $32.2 million for fiscal year 2024.
The Company presents shipping and handling costs, that occur after control of the promised goods or services transfer to the customer, as fulfillment costs in costs of goods sold and regular shipping and handling activities charged to operating expenses.
The Company presents shipping and handling costs, that occur after control of the promised goods or services transfer to the customer, as fulfilment costs in costs of revenues and regular shipping and handling activities charged to operating expenses.
The Company recognizes revenue when or as it satisfies a performance obligation by transferring a good or service to a customer, either (1) at a point in time or (2) over time. A good or service is transferred when or as the customer obtains control.
The Company recognizes revenue when or as it satisfies a performance obligation by transferring a good or service to a customer, either (1) at a point in time or (2) over time.
The following table shows the percentage of our revenue by geographical location of our customers for fiscal 2024 and 2023: Fiscal year ended April 30, Customer Location 2024 2023 North America & South America 96 % 88 % Europe 4 % 3 % Asia and Australia % 9 % Total 100 % 100 % Cost of revenue Our cost of revenue consists primarily of subcontracts, incurred material, labor and manufacturing overhead expenses, such as engineering expense, equipment depreciation, maintenance, and facility related expenses, and includes the cost of equipment to customize the PowerBuoy®, WAM-V® and our other products supplied by third-party suppliers.
The following table shows the percentage of our revenue by geographical location of our customers for fiscal 2025 and 2024: Fiscal year ended April 30, Customer Location 2025 2024 North America & South America 66 % 96 % EMEA 32 % 4 % Asia and Australia 2 % % Total 100 % 100 % Cost of revenue Our cost of revenue consists primarily of subcontracts, incurred material, labor and manufacturing overhead expenses, such as engineering expense, equipment depreciation, maintenance, and facility related expenses, and includes the cost of equipment to customize the PowerBuoy®, WAM-V® and our other products supplied by third-party suppliers.
In the lease arrangement, the customer may be provided with an option to extend the lease term or purchase the leased buoy or WAM-V® at some point during and/or at the end of the lease term. 41 Financial Operations Overview As of the years ended April 30, 2024 and 2023, the Company had four and two customers, respectively, whose revenue accounted for at least 10% of the Company’s consolidated revenue.
In the lease arrangement, the customer may be provided with an option to extend the lease term or purchase the leased PowerBuoy® or WAM-V® at some point during and/or at the end of the lease term. 39 Financial Operations Overview As of the years ended April 30, 2025 and 2024, the Company had three and four customers, respectively, whose revenue accounted for at least 10% of the Company’s consolidated revenue.
Effect of exchange rates on cash and cash equivalents The effect of exchange rates on cash and cash equivalents was not material during fiscal 2024 or fiscal 2023. Liquidity Outlook Since our inception, the cash flows from customer revenue have not been sufficient to fund our operations and provide the capital resources for our business.
Effect of exchange rates on cash and cash equivalents The effect of exchange rates on cash and cash equivalents was not material during fiscal 2025 or fiscal 2024. Liquidity Outlook Since our inception, our operating cash flows have not been sufficient to fund our operations and provide the capital resources for our business.
Our product enhancement costs relate primarily to our efforts to increase the power output and reliability of our PowerBuoy® system and other products, to enhance and optimize data monitoring and controls systems, and the development of new products, product applications and complementary technologies. We expense all of these costs as incurred.
Our product enhancement costs relate primarily to our efforts to increase the power output and reliability of our PowerBuoy® system and other products, to enhance and optimize data monitoring and controls systems, and the development of new products, product applications and complementary technologies.
The Company recognizes revenue from operating lease arrangements generally on a straight-line basis over the lease term, or as agreed upon in-use days are utilized, which is presented in Revenue in the Consolidated Statement of Operations. The Company also enters into lease arrangements for its PowerBuoys® and WAM-V® with certain customers.
The Company recognizes revenue from operating lease arrangements generally on a straight-line basis over the lease term, or as agreed upon in-use days are utilized, both of which are presented in Revenues in the Consolidated Statement of Operations. The Company also enters into operating lease arrangements for its PowerBuoys® and Wave Adaptive Modular Vessels (“WAM-V®”) with certain customers.
The Company’s share of the costs is recorded as product development expense. The Company reports its disaggregation of revenue by contract type since this method best represents the Company’s business. For the fiscal years ended April 30, 2024 and 2023, the majority of the Company’s contracts were classified as firm fixed-price and the balance were cost-sharing.
The Company reports its disaggregation of revenue by contract type since this method best represents the Company’s business. For the fiscal years ended April 30, 2025 and 2024, the majority of the Company’s contracts were classified as firm fixed-price and the balance were cost-sharing.
Selling, general and administrative costs Our selling, general and administrative costs consist primarily of professional fees, salaries and other personnel-related costs for employees and consultants engaged in sales and marketing of our products, and costs for executive, accounting and administrative personnel, professional fees and other general corporate expenses.
We expense all of these costs as incurred. 40 Selling, general and administrative costs Our selling, general and administrative costs consist primarily of professional fees, salaries and other personnel-related costs for employees and consultants engaged in sales and marketing of our products, and costs for executive, accounting and administrative personnel, professional fees and other general corporate expenses.
We are currently evaluating the impact of adopting this ASU 2023-09 on our consolidated financial statements and disclosures. 46 In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU improves financial reporting by requiring disclosure of incremental segment information.
We are currently evaluating what the potential impact of adopting this ASU 2024-03 could have on our consolidated financial statements and disclosures Recently Adopted Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU improves financial reporting by requiring disclosure of incremental segment information.
These customers accounted for approximately 52% and 32% of the Company’s total revenue for the respective periods. We currently focus our sales efforts in key global markets in North America, South America, Europe and Asia.
These customers accounted for approximately 53% and 52% of the Company’s total revenue for the respective periods. We currently focus our sales efforts in key global markets in North America, South America, Europe and Asia. In fiscal 2025, we made significant progress in diversifying our customer and geographic base.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. We are currently evaluating the impact of adopting this ASU 2023-09 on our consolidated financial statements and disclosures.
Net cash provided by financing activities Net cash provided by financing activities during the fiscal year ended April 30, 2024 was approximately $469,000 compared to net cash used in financing activities during the fiscal year ended April 30, 2023 of $14,000.
Net cash provided by/used by financing activities Net cash provided by financing activities during the fiscal year ended April 30, 2025 was approximately $22.7 million compared to net cash used in financing activities during the fiscal year ended April 30, 2024 of $0.5 million.
Backlog As of April 30, 2024 and 2023, the Company’s backlog was $4.9 million and $4.0 million, respectively. Our backlog includes unfilled firm orders for our products and services from commercial or governmental customers. If any of our contracts were to be terminated, our backlog would be reduced by the expected value of the remaining terms of such contract.
Backlog As of April 30, 2025 and 2024, the Company’s backlog was $12.5 million and $4.9 million, respectively. The backlog represents the value of unfulfilled, purchase orders and agreements with commercial and governmental customers. If any of our contracts were to be terminated, our backlog would be reduced by the expected value of the remaining terms of such contract.
Such revisions could occur at any time and the effects may be material. During the fiscal year ended April 30, 2024 the Company recognized approximately $3.6 million in revenue related to performance obligations satisfied at a point in time and approximately $1.9 million in revenue related to performance obligations satisfied over time.
During the fiscal year ended April 30, 2025 the Company recognized approximately $4.9 million in revenue related to performance obligations satisfied at a point in time and approximately $1.0 million in revenue related to performance obligations satisfied over time as compared to $3.6 million in revenue related to performance obligations satisfied at a point in time and $1.9 million in revenue related to performance obligations satisfied over time revenue for the fiscal year ended April 30, 2024.
Net cash used in operating activities During the fiscal year ended April 30, 2024, net cash flows used in operating activities was $29.8 million, an increase of $8.1 million compared to net cash used in operating activities during the fiscal year ended April 30, 2023.
Net cash used in operating activities During the fiscal year ended April 30, 2025, net cash flows used in operating activities was $18.6 million, a decrease of $11.1 million compared to net cash used in operating activities during the fiscal year ended April 30, 2024.
On March 21, 2024, the Company entered into an At-the-Market Offering Agreement with AGP with an aggregate offering price of up to $7,000,000 (the “2023 ATM Facility”).
At-the-Market Offering Agreement On March 21, 2024, the Company entered into an At-the-Market Offering Agreement with an aggregate offering price of up to $7.0 million (the “2023 ATM Facility”). On August 30, 2024 the aggregate offering price under the 2023 ATM Facility was increased to approximately $16.0 million.
Critical Accounting Policies and Estimates To understand our financial statements, it is important to understand our critical accounting policies and estimates. We prepare our financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
Consequently, while we view backlog as a useful performance indicator, it should not be relied upon as a predictor of future results. Critical Accounting Policies and Estimates To understand our financial statements, it is important to understand our critical accounting policies and estimates. We prepare our financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
Fiscal Years Ended April 30, 2024 and 2023 The following table contains selected Consolidated Statements of Operations information, which serves as the basis of the discussion of our results of operations for the fiscal years ended April 30, 2024 and 2023: Fiscal years ended April 30, 2024 2023 (in thousands) Revenue $ 5,525 $ 2,732 Cost of revenue 2,699 2,496 Gross (loss) profit 2,826 236 Change in fair value of contingent consideration (72 ) 1,112 Other operating expenses 32,229 28,340 Total operating expenses 32,157 29,452 Operating loss (29,331 ) (29,216 ) Interest income, net 800 902 Other income, employee retention credit 1,251 Other income, proceeds from insurance claim 458 Other income 2 Loss on disposition of assets (210 ) Foreign exchange gain 2 1 Loss before income taxes (28,737 ) (26,604 ) Income tax benefit 1,254 278 Net loss $ (27,483 ) $ (26,326 ) Revenue Revenue for the fiscal years ended April 30, 2024 and 2023 were approximately $5.5 million and $2.7 million, respectively, representing an increase of approximately $2.8 million, or 102%, from 2023.
Results of Operations This section should be read in conjunction with the discussion below under “Liquidity Outlook”. 41 Fiscal Years Ended April 30, 2025 and 2024 The following table contains selected Consolidated Statements of Operations information, which serves as the basis of the discussion of our results of operations for the fiscal years ended April 30, 2025 and 2024: Fiscal years ended April 30, 2025 2024 (in thousands) Revenue $ 5,861 $ 5,525 Cost of revenue 4,201 2,699 Gross profit 1,660 2,826 Change in fair value of contingent consideration (72 ) Other operating expenses 23,346 32,229 Total operating expenses 23,346 32,157 Operating loss (21,686 ) (29,331 ) Interest income, net 47 800 Other (expense)/income (23 ) 2 Loss on disposition of assets (210 ) Loss on extinguishment of debt (838 ) Foreign exchange (loss)/gain (45 ) 2 Loss before income taxes (22,545 ) (28,737 ) Income tax benefit 1,034 1,254 Net loss $ (21,511 ) $ (27,483 ) Revenue Revenue for the fiscal years ended April 30, 2025 and 2024 were approximately $5.9 million and $5.5 million, respectively, representing an increase of approximately $0.4 million.
Since we conduct our business in U.S. dollars and our functional currency is the U.S. dollar, our main foreign exchange exposure, if any, results from changes in the exchange rate between the U.S. dollar and transactions settled in foreign currencies. 42 The Company completed the process of winding down its Australian subsidiary during fiscal 2024.
Foreign exchange gain (loss) We transact business in various countries and have exposure to fluctuations in foreign currency exchange rates. Since we conduct our business in U.S. dollars and our functional currency is the U.S. dollar, our main foreign exchange exposure, if any, results from changes in the exchange rate between the U.S. dollar and transactions settled in foreign currencies.
The increase in net cash provided by financing activities during the fiscal year ended April 30, 2024 was due to the proceeds received through issuance of stock under our At the Market offering.
The increase in net cash provided by financing activities during the fiscal year ended April 30, 2025 was driven by the issuance of common stock under the Company’s At the Market Facility and proceeds from the issuance of stock and convertible debt, discussed under “Capital Raises” above.
The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU 2023-07 on our consolidated financial statements and disclosures.
The new guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
Total cash, cash equivalents, restricted cash, and short-term investments was $3.3 million as of April 30, 2024, compared to $34.9 million as of April 30, 2023.
Interest income, net Total cash, cash equivalents, and restricted cash was $6.9 million as of April 30, 2025, compared to $3.3 million as of April 30, 2024. Interest income, net was approximately $47,000 and $800,000 for fiscal 2025 and 2024, respectively, and reflects no short-term investments during fiscal 2025 and the decreased balance of our short-term investments throughout fiscal 2024.
Such adjustments could be material. We expect to devote substantial resources to continue our enhancement efforts for our products and to expand our sales, marketing and manufacturing programs associated with the continued commercialization of our products.
For the two-year period ended April 30, 2025 our aggregate revenue was $11.4 million, our aggregate net losses were $49.6 million and our aggregate net cash used in operating activities was $48.4 million. 43 We expect to devote substantial resources to continue our enhancement efforts for our products and to expand our sales, marketing and manufacturing programs associated with the continued commercialization of our products.
The $2.8 million increase in revenue for the full year was mainly attributable to increases from sales and/or leases of USV products of $1.7 million and buoy products of $1.5 million, partially offset by decreases in consulting and other revenue of $0.4 million. 43 Change in fair value of contingent consideration The change in fair value of contingent consideration for the fiscal year ended April 30, 2024, and 2023 was a loss of $0.1 million and a gain of $1.1 million respectively.
Change in fair value of contingent consideration The change in fair value of contingent consideration for the fiscal year ended April 30, 2025, and 2024 was zero and a gain of $0.1 million, respectively. The prior year amount was due to changes in actual and forecasted bookings relating to the WAM-V offerings.
The amount in the prior year relates to employee retention credits applied for previously filed payroll tax returns with the Internal Revenue Service and proceeds received for an insurance claim. Foreign exchange gain/(loss) Foreign exchange gain was approximately $2,000 for fiscal year 2024 as compared to a foreign exchange gain of $1,000 for fiscal year 2023.
The loss on disposition of assets of $0.2 million as of April 30, 2024 relates to the disposal of intangible and fixed assets related to the disposition of 3Dent Technology, LLC in November 2023. Foreign exchange gain/(loss) Foreign exchange loss was $45,000 for fiscal year 2025 as compared to a foreign exchange gain of approximately $2,000 for fiscal year 2024.
Interest income, net was approximately $0.8 million and $0.9 million for fiscal 2024 and 2023, respectively, and reflects the decreased balance of our short term investments throughout the year, offset by rising interest rate environment experienced during fiscal 2024. Other income Other income for the fiscal year ended April 30, 2024 and 2023 was zero and $1.7 million, respectively.
Short-term investments balance was higher throughout fiscal 2024 and yielded higher interest rates than cash held in bank accounts during fiscal 2025. 42 Other (expense)/income Other (expense)/income for the fiscal year ended April 30, 2025 and 2024 was (23,000) and $2,000, respectively.
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References to fiscal 2024 are to the fiscal year ended April 30, 2024. 38 Business Overview Our mission is to provide intelligent maritime solutions and services that enable more secure and more productive utilization of our oceans and waterways, provide clean energy power services, and offer sophisticated surface and subsea maritime domain awareness solutions.
Added
References to fiscal 2024 are to the fiscal year ended April 30, 2025. Business Overview Ocean Power Technologies, Inc. (“OPT,” “we,” “our,” or “the Company”) is a Maritime Domain Awareness (MDA) company specializing in innovative intelligent maritime solutions.
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The Company achieves this through our proprietary, state-of-the-art technologies that are at the core of our clean and renewable energy platforms, autonomous systems, solutions and services. The Company provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness System (“MDA” or “MDAS”) products, integrated solutions, and consulting services.
Added
These solutions include a variety of “as a service” systems, including Data as a Service (DAAS), Robotics as a Service (RAAS), and Power as a Service (PAAS).
Removed
In April 2024 the Company announced Merrows, a groundbreaking consolidated solution offering for comprehensive ocean surveillance. Merrows encompasses the collection and transmission of data relating to all aspects of, on, under, adjacent to, or bordering on a sea, ocean, or other navigable waterway.
Added
These systems consist of a variety of platforms including the PowerBuoy®, our persistent sensor and power solution, the WAM-V® (Wave Adaptive Modular Vessel), our autonomous unmanned surface vehicle, and Merrows™, our user interface and command and control (C2) system that integrates multiple sensor feeds using software and hardware and enables artificial intelligence and machine learning (AI/ML) integration.
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OPT’s approach to addressing this challenge involves the deployment of sophisticated Command, Control, Communications, Computers, Cyber, Intelligence, Surveillance, and Reconnaissance (C5ISR) systems. These systems are integrated within OPT’s roaming technologies, such as the Wave Adaptive Modular Vessel (WAM-V), and resident technologies, like the PowerBuoys ® (PB), to offer an unparalleled level of surveillance and data analysis capability.
Added
We design, manufacture, deploy, and operate these systems for defense, security, subsea infrastructure, offshore oil and gas, offshore energy, marine research, and communication markets. We operate primarily through a combination of direct sales and leases, strategic partnerships, and long-term service agreements. Our business model emphasizes capital-light deployments, recurring revenue from service and maintenance contracts, and high-margin technology sales and leases.
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The Company offers our products and services to a wide range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, while working closely with partners across our supply chain.
Added
We serve a global customer base, including the U.S. and allied defense agencies, offshore energy operators, and commercial interests. The common thread across these markets is the growing need for persistent, autonomous, and sustainable offshore presence, a need we are uniquely positioned to fulfill.
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The Company also works closely with our third-party partners that provide us with, among other things, software, controls, sensors, integration services, and marine installation services. Our solutions are based on proprietary technologies that enable autonomous, zero or low carbon emitting, and cost-effective data collection, analysis, transportation and communication.
Added
The Company holds numerous patents and leverages decades of research including control systems, energy storage, and marine integration. Our headquarters and assembly operations are located in New Jersey, and we maintain an additional manufacturing and robotics development facility in Richmond, CA. OPT is committed to enabling a smarter, safer ocean economy through innovation in ocean intelligence and power.
Removed
Our solutions are primarily suited to ocean and other offshore environments, and support generation of actionable intelligence on a standalone basis or working with other data sources. We channel the information we collect, and other communications, through control equipment linked to edge computing and cloud hosting environments.
Added
As we look forward, our strategic priorities include expanding our customer base and geographic footprint, accelerating technology adoption, enhancing recurring revenue, and driving margin growth through platform scalability and supply chain efficiencies. 35 We were incorporated under the laws of the State of New Jersey in April 1984 and began commercial operations in 1994.
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Business Update Regarding Macroeconomic Condition Adverse macroeconomic conditions, including inflation, political instability, regional conflicts, slower growth or recession, policy changes, higher interest rates, and currency fluctuations may have a negative impact on our business. These adverse conditions could impact the spending budgets of our customers, and therefore could adversely affect the sales of our products and services.
Added
On April 23, 2007, we reincorporated in Delaware. Business Update Regarding Macroeconomic Condition During fiscal year 2025, our macroeconomic business environment was affected by geopolitical instability, persistent inflationary pressures, global supply chain constraints, tightening monetary policy, and recent shifts in international trade and tariff regimes.
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We will continue to monitor these conditions, and, if necessary, adjust our operations in response to these conditions such as scaling back, changing direction, or pausing certain planned expenditures. Capital Raises On November 20, 2020, the Company entered into an At-the-Market Offering Agreement with Alliance Global Partners (AGP) (the “2020 ATM Facility”).
Added
While our long-term demand outlook remains strong, these conditions could present operational and financial challenges, particularly in procurement, logistics, and cost control. The U.S. federal election cycle in late 2024, followed by an extended period of political and administrative transition through late January 2025, resulted in a temporary standstill across multiple federal agencies, procurement offices, and budgeting authorities.
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The 2020 ATM Facility was terminated by the Company effective June 2, 2023. On August 7, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “2023 ATM”) with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, which was terminated effective December 2, 2023.
Added
This standstill delayed the finalization of fiscal year 2025 appropriations and temporarily paused decision-making within key federal entities, including those critical to our government-facing business lines such as the DoD, Department of Homeland Security (DHS), Department of Energy (DOE), and intelligence community customers.
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As of April 30, 2024, the Company had received proceeds of approximately $0.5 million under the 2023 ATM Facility. 39 The sale of additional equity under new facilities could result in dilution to our shareholders.
Added
As a result, we experienced delays in program funding visibility, new contract solicitations, and procurement-related communications from certain U.S. government customers during this transitional period. Although normal operations have largely resumed since late January 2025, the delayed award cycle may shift the timing of revenue recognition, contract execution, and cash collections associated with targeted government opportunities.
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The amount of contract backlog is not necessarily indicative of future revenue because modifications to or terminations of present contracts and production delays can provide additional revenue or reduce anticipated revenue.
Added
While we remain confident in the long-term demand for our autonomous platforms and maritime intelligence solutions, the early portion of calendar year 2025 reflected an uncertain operating environment marked by deferred awards and extended federal acquisition timelines. We continue to monitor federal budget developments, appropriations activity, and agency guidance to assess downstream effects on pipeline conversion and resource allocation.
Removed
A portion of our revenue is recognized using the input method used to measure completion over time of customer contracts, and changes in estimates from time to time may have a significant effect on revenue and backlog. Our backlog is also typically subject to large variations from time to time due to the timing of new awards.
Added
We believe our active positioning in mission-critical domains, including persistent maritime surveillance, energy resilience, and multi-domain autonomy, will allow us to capitalize on pent-up demand as deferred contract opportunities move forward in the second half of calendar year 2025. However, additional political disruptions or appropriations delays could further affect our operating results and cash flow.
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Foreign exchange gain (loss) We transact business in various countries and have exposure to fluctuations in foreign currency exchange rates.
Added
Inflationary pressures may impact the cost of key inputs used in products. Although pricing volatility began to moderate in the latter half of fiscal 2025, we may experience elevated vendor pricing compared to pre-pandemic levels. To partially offset these pressures, we have implemented cost optimization measures, adjusted pricing on new contracts, and re-evaluated supplier agreements.
Removed
The Company began the process of winding down its UK subsidiary during fiscal 2024 and expects this to be completed during fiscal 2025. The unrealized gains or losses resulting from foreign currency balances translation are included in Accumulated Other Comprehensive Loss within Shareholders’ Equity. Foreign currency transaction gains and losses are recognized within our Consolidated Statements of Operations.
Added
In May 2025, the U.S. government expanded tariffs under Section 301 of the Trade Act of 1974 on a variety of Chinese-origin components. OPT sources most of its products from U.S. based companies and sources very little from China, however, these changes could result in higher costs for certain imported materials used in our manufacturing process.
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Results of Operations This section should be read in conjunction with the discussion below under “Liquidity Outlook”.
Added
In the near term, we expect these tariff changes to have a modest but measurable impact on the cost of goods sold. Global monetary tightening, led by the Federal Reserve and other central banks, contributed to higher interest rates and constrained liquidity conditions across the capital markets.
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This reflects the remeasurement of fair value upon the completion of the second and first earn out period as defined in the purchase and sale agreement related to the MAR acquisition.
Added
These conditions have increased the cost of capital for emerging growth companies like OPT and may impact customer funding timelines, particularly in our commercial segments. Despite these headwinds, our diversified contract base including U.S. federal government agencies, strategic defense contractors, and energy developers—continues to support revenue visibility.
Removed
The increase of $3.9 million is primarily due to expenses related to the activist shareholder activities noted above. Interest income, net Interest income, net consists of interest received on cash and cash equivalents, investments in money market accounts and short-term investments and is net of interest expense paid on certain obligations to third parties.
Added
We remain focused on cost discipline, capital efficiency, and maintaining operational flexibility as macroeconomic uncertainty persists into fiscal 2026. Looking ahead, we are monitoring global trade developments, interest rate policy, and energy infrastructure spending trends closely, and will adjust our operating and capital planning assumptions accordingly.
Removed
This increase is mainly driven by increased inventory purchases to satisfy backlog and pipeline of $3.2 million, increased contract liabilities of $2.3 million, increased accrued expenses of $1.8 million, as well as increased net operating losses of $1.2 million. 44 Net cash provided by investing activities Net cash provided by investing activities was approximately $25.5 million for fiscal year 2024 versus net cash provided by investing activities of approximately $20.5 million for fiscal year 2023.
Added
Our proactive supply chain and pricing strategies are designed to support margin preservation and competitive positioning in a shifting economic landscape. 36 Capital Raises During fiscal year 2025 and subsequently, we undertook two significant capital raising activities to support our strategic initiatives and operational needs.
Removed
During fiscal 2024 many investments made during fiscal 2023 matured, resulting in cash inflows at maturity, which were then used to fund operating expenses.
Added
It was then reduced to approximately $2.9 million in September 2024 and increased again to approximately $60.0 million in December 2024. As of April 30, 2025, the Company had received proceeds of approximately $17.7 million under this facility and an additional $0.3 million between April 30, 2025 and June 16, 2025.
Removed
For the two-year period ended April 30, 2024 our aggregate revenue was $8.3 million, our aggregate net losses were $53.8 million and our aggregate net cash used in operating activities was $51.5 million. Subsequent to fiscal year end 2024 and through the date of filing management obtained additional capital financing of approximately $6.2 million under the 2023 ATM Facility.
Added
Fall 2024 Equity Financing In the fall of 2024, we completed an equity financing round, issuing shares of our common stock to raise approximately $3.0 million in gross proceeds. This capital infusion was instrumental in funding our ongoing product development, expanding our sales and marketing efforts, and enhancing our working capital position.
Removed
The Company’s current cash balance may not be sufficient to fund its planned expenditures through twelve months from the filing date of the Form 10-K. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Added
The equity raises also provided us with the financial flexibility to pursue new market opportunities and strategic partnerships.
Removed
The ability to continue as a going concern is dependent upon the Company’s operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

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