Ocean Power Technologies, Inc. Stock Compensation Disclosure

(11) Share-Based Compensation Plans

 

In 2015, upon approval by the Company’s shareholders, the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) became effective. A total of 1,332,036 shares were authorized for issuance under the 2015 Omnibus Incentive Plan, including shares available for awards under the 2006 Stock Incentive Plan remaining at the time that plan terminated, or that were subject to awards under the 2006 Stock Incentive Plan that thereafter terminated by reason of expiration, forfeiture, cancellation or otherwise. If any award under the 2006 Stock Incentive Plan or 2015 Plan expires, is cancelled, terminates unexercised or is forfeited, those shares become again available for grant under the 2015 Plan. Most recently in January 2025, the shareholders approved an amendment and restatement of the 2015 Plan to, among other things, provide an aggregate increase to the 2015 Plan of 20,000,000 shares resulting in total shares authorized for issuance of 27,282,036 as of April 30, 2025, based on 7,282,036 available before the amendment. The 2015 Plan will now terminate in January 2035, but is subject to earlier termination as provided in the 2015 Plan.

 

On January 18, 2018, the Company’s Board of Directors adopted the Company’s Employment Inducement Incentive Award Plan (the “2018 Inducement Plan”) pursuant to which the Company reserved 25,000 shares of common stock for issuance under the Inducement Plan in accordance with Rule 711(a) of the NYSE American Company Guide. On February 9, 2022, the 2018 Inducement Plan was amended to increase the authorized shares by 250,000 to 275,000.

 

 

Stock Options

 

The Company estimates the fair value of each stock option award granted with service-based vesting requirements, using the Black-Scholes option pricing model, assuming no dividends, and using weighted average valuation assumptions. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life of the award. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the “simplified” method as permitted by the SEC’s Staff Accounting Bulletin No. 110, Share-Based Payment. Expected volatility is based on the Company’s historical volatility over the expected life of the stock option granted. The Company did not grant any stock options during the periods ended April 30, 2025 and 2024, respectively.

 

A summary of stock options under our Stock Incentive Plans is detailed in the following table.

 Schedule of Stock Option Activity

		Shares Underlying Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (In Years)
Outstanding as of April 30, 2024			734,543			$	2.12				7.6
Granted			—			$	—
Exercised			—			$	—
Cancelled/forfeited			(251,201	)		$	1.20
Outstanding as of April 30, 2025			483,342			$	2.59				6.3
Exercisable as of April 30, 2025			425,440			$	2.85				6.1

 

As of April 30, 2025, the total intrinsic value of outstanding and exercisable options was zero. As of April 30, 2025, approximately 58,000 additional options were unvested, which had an intrinsic value of zero and a weighted average remaining contractual term of 7.7 years. There was approximately $47,000 and $82,000 of total recognized compensation cost related to stock options during each of the fiscal year ended April 30, 2025 and 2024, respectively. As of April 30, 2025, there was approximately $26,000 of total unrecognized compensation cost related to non-vested stock options granted under the plans. This cost is expected to be recognized over a weighted-average period of 0.7 years.

 

Performance Stock Options

 

As of April 30, 2025 and 2024 there were no performance stock units outstanding.

 

Restricted Stock Units

 

Compensation expense for restricted stock units (“RSUs”) is generally recorded based on the market value on the date of grant and recognized ratably over the associated service and performance period. During the years ended April 30, 2025 and 2024, the Company granted 21,079,453 and 4,439,257 shares, respectively, subject to service-based, performance, and market condition vesting requirements.

 

 

A summary of unvested restricted stock units under our stock incentive plans is as follows:

 Schedule of Non-vested Restricted Stock Activity

		Number of Shares				Weighted Average Price per Share
Issued and unvested at April 30, 2024			5,124,529			$	0.38
Granted			21,079,453			$	0.99
Vested and issued			(2,964,280	)
Cancelled/forfeited			(778,069	)		$	0.30
Issued and unvested at April 30, 2025			22,461,633			$	0.90

 

There was approximately $4.6 million and $1.0 million of total recognized compensation cost related to restricted stock units for the years ended April 30, 2025 and 2024, respectively. As of April 30, 2025, there was $15.2 million of unrecognized compensation cost remaining related to unvested restricted stock granted under our plans. This cost is expected to be recognized over a weighted-average period of 1.6 years.