Delaware Court Rules Against Paragon and Its
Attempt to Force OPT to Recognize Its Deficient Nominations
Notice
OPT Urges Stockholders to Vote ONLY on the WHITE Proxy Card “For All” of the Board’s
Highly Qualified and Experienced Nominees
Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or
the “Company”), a leader in innovative and cost-effective
low-carbon marine power, data, and service solutions, today
announced that it has commenced mailing definitive proxy materials
for its 2023 Annual Meeting of Stockholders (the “Annual Meeting”),
to be held on Wednesday, January 31, 2024, via live webcast. OPT’s
stockholders of record as of the close of business on December 4,
2023, will be entitled to attend and vote at the Annual
Meeting.
OPT urges stockholders to vote ONLY on the WHITE proxy card to support the election of
all of the Board of Directors’ (the “Board”) highly qualified
director nominees and the continued execution of the Company’s
strategy to increase stockholder value.
OPT also commented on the recent Delaware Court of Chancery (the
“Court”) ruling denying the request from Paragon Technologies, Inc.
(“Paragon”) to block the Company from continuing to reject
Paragon’s deficient notice of nominations of a control slate of
nominees (the “Notice”) for election at the Annual Meeting:
“We are pleased with the Court’s ruling, and
we hope we can now return our full attention and focus to operating
and growing the business to deliver on OPT’s very significant
potential. We are excited about the opportunities that lie ahead.
With our R&D phase substantially completed, we now expect OPT
to achieve profitability in calendar year 2025 – an important
milestone for the Company and all stakeholders. We are fully
focused on executing our strategy and expanding our foundation to
deliver value for stockholders.”
As previously disclosed, in October, the Board rejected
Paragon’s Notice for not complying with OPT’s bylaws, which require
the disclosure of specific information about the nominating
stockholder and its proposed director nominees, so that
stockholders can make informed voting decisions. Paragon failed to
disclose the required information, including, among other
deficiencies, Paragon’s self-interested agenda for seeking control
of OPT as well as the conflicts of interest that would have existed
if some of Paragon’s candidates were elected to the Board.
Paragon filed a lawsuit against OPT seeking to block the Board
from rejecting the deficient Notice. In its November 30, 2023
ruling against Paragon, the Court noted that there was evidence
that the OPT Board enforced certain bylaws to uphold important
corporate interests. The Court, citing a discussion between two of
Paragon’s director candidates, also pointed out that
contemporaneous communications suggest that Paragon may have had
undisclosed plans for OPT if its proxy contest succeeded and it
gained control of the Board, including a stock-for-stock reverse
merger between Paragon and OPT on terms that were never disclosed.
The Court concluded that Paragon had not succeeded on the merits of
its claims. Accordingly, Paragon’s deficient Notice remains
rejected, and any attempt by Paragon at the 2023 Annual Meeting to
nominate its purported nominees for election to the Board will be
disregarded, and no votes in favor of Paragon’s purported nominees
will be recognized or tabulated at the Annual Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR ALL” OF OPT’S NOMINEES (TERENCE J. CRYAN, J.
PHILIPP STRATMANN, CLYDE W. HEWLETT, NATALIE LORENZ-ANDERSON, DIANA
G. PURCEL, AND PETER E. SLAIBY) ONLY ON THE WHITE PROXY CARD.
STOCKHOLDERS ARE URGED TO DISREGARD ANY PROXY
MATERIALS THEY RECEIVE FROM PARAGON AS NO VOTES IN FAVOR OF
PARAGON’S PURPORTED NOMINEES WILL BE RECOGNIZED OR TABULATED AT THE
2023 ANNUAL MEETING.
ABOUT OCEAN POWER TECHNOLOGIES
OPT, a leader in innovative and cost-effective, low carbon
marine data, power, and consulting services, provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. Our
PowerBuoy® platforms provide clean and reliable electric power and
real-time data communications for remote maritime and subsea
applications. We also provide WAM-V® autonomous surface vessels
(ASV) and marine robotics services through our wholly owned
subsidiary Marine Advanced Robotics and strategic consulting
services including simulation engineering, software engineering,
concept design and motion analysis through our wholly owned
subsidiary 3Dent. We are headquartered in Monroe Township, New
Jersey, and have offices in Houston, Texas, and Richmond,
California. To learn more, visit
www.OceanPowerTechnologies.com.
Forward-Looking Statements
This press release contains forward-looking statements that are
within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements in
this release include, but are not limited to, those statements
relating to OPT’s future operating and financial performance, the
impact of OPT’s various initiatives on the enhancement of
stockholder value and its future operating and financial
performance, OPT’s expectation that it will be profitable during
calendar year 2025, the impact on OPT of divesting its consulting
team, including the projected savings that OPT will experience
therefrom, the growth in OPT’s opportunity pipeline, OPT’s ability
to monetize such opportunities into actual revenue, and the impact
on OPT of expanding its executive leadership team, OPT’s ability to
drive the next phase of its growth and the commercialization of its
products, OPT’s ability to execute on its strategy and create value
for its stockholders, the expenses that OPT will incur to respond
to the proxy contest and the related litigation being waged by
Paragon Technologies, Inc., OPT’s ability to finance its operations
without seeking additional capital from financing sources, the
impact on OPT of substantially completing its research and
development phase, other statements relating to OPT’s future
economic and operating performance, plans, or objectives, and all
other statements contained in this press release that are not
historical facts. Other forward-looking statements are identified
by certain words or phrases such as “may”, “will”, “aim”, “will
likely result”, “believe”, “expect”, “will continue”, “anticipate”,
“estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,
“objective”, “goal”, “project”, “should”, “will pursue” and similar
expressions or variations of such expressions. These
forward-looking statements reflect OPT’s current expectations about
its future performance, plans, and objectives. By their nature,
forward-looking statements rely on a number of assumptions and
estimates that could be inaccurate and involve risks and
uncertainties that could cause actual results to materially differ
from those anticipated or expressed in any forward-looking
statement. These estimates and assumptions reflect our best
judgment based on currently known market conditions and other
factors. Although we believe such estimates and assumptions to be
reasonable, they are inherently uncertain and involve a number of
risks and uncertainties that are beyond our control, including,
without limitation risks related to our ability to execute on our
strategy, drive growth, and create value for our stockholders; our
ability to develop, market, and commercialize our products; our
ability to monetize our opportunity pipeline; our ability to
achieve and, thereafter, sustain profitability; our ability to win
government contracts, including in the defense and security
sectors; the possibility that we may not be able to obtain the
necessary facility and personnel clearances to qualify for certain
government contracts, including in the defense and security
sectors; our ability to continue the development of our proprietary
technologies; our 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; our history of
operating losses, which we expect to continue for at least the
short term and possibly longer; our ability to control our
expenses; our ability to attract and retain qualified personnel,
including executive management; 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 and manufacturers, and personnel; our ability
to meet product development, manufacturing and customer delivery
deadlines; our ability to identify and penetrate markets for our
products, services, and solutions; and the risks related to the
actions of Paragon Technologies, Inc. in connection with its
threatened proxy contest against OPT and the related litigation
brought against OPT, including the amount of related costs incurred
by OPT and the disruption caused to OPT’s business activities by
these actions.
Many of these factors are beyond our ability to control or
predict. These factors are not intended to represent a complete
list of the general or specific factors that may affect us.
Additional factors are described in OPT’s Form 10-K, Form 10-Q, and
Form 8-K reports (including all amendments to those reports). Any
forward-looking statements speak only as of the date on which such
statements are made, and OPT undertakes no obligation or intent to
update such forward-looking statements to reflect events or
circumstances arising after such date. OPT cautions investors not
to place undue reliance on any such forward-looking statements.
These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
Important Additional Information And Where To Find It
OPT has filed with the SEC a revised definitive proxy statement
on Schedule 14A on December 4, 2023, including a form of
WHITE proxy card, and other
relevant documents with respect to its solicitation of proxies for
the 2023 Annual Meeting. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY OPT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT ANY SOLICITATION. Investors and security holders may
obtain copies of these documents and other documents filed with the
SEC by OPT free of charge through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed by OPT are also
available free of charge by accessing OPT’s corporate website at
www.oceanpowertechnologies.com, by writing to OPT’s Corporate
Secretary at Ocean Power Technologies, Inc., 28 Engelhard Drive,
Suite B, Monroe Township, NJ 08831, or by contacting OPT at (609)
730-0400.
Certain Participant Information
OPT, its directors, executive officers, and other members of
management and employees may be deemed to be participants in the
solicitation of proxies with respect to a solicitation by OPT in
connection with matters to be considered at the 2023 Annual
Meeting. Information about OPT’s executive officers and directors,
including information regarding the direct and indirect interests,
by security holdings or otherwise, is available in OPT’s revised
definitive proxy statement for the 2023 Annual Meeting (including
the schedules and appendices thereto), which was filed with the SEC
on December 4, 2023. To the extent holdings of OPT securities
reported in the definitive proxy statement for the 2023 Annual
Meeting have changed or subsequently change, such changes have been
or will be reflected on Statements of Change in Ownership on Forms
3, 4, or 5 filed with the SEC. These documents are or will be
available free of charge at the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231204265054/en/
Investors: 609-730-0400 x401 or
InvestorRelations@oceanpowertech.com
Media: 609-730-0400 x402 or
MediaRelations@oceanpowertech.com
Or
Longacre Square Partners Joe Germani / Dan Zacchei
jgermani@longacresquare.com / dzacchei@longacresquare.com
Ocean Power Technologies (AMEX:OPTT)
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