UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material under §240.14a-12 |
OCEAN POWER TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
PARAGON TECHNOLOGIES, INC.
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
On July 21, 2023, Paragon Technologies, Inc.
issued a press release relating to Ocean Power Technologies, Inc., a copy of which is set forth below:
Paragon Technologies Calls on the Board of Ocean
Power Technologies to Return Years of Excessive Board Compensation Back to the Company
EASTON, PA – July 21, 2023
Paragon Technologies (OTC:
PGNT) owns approximately 4.0% of the outstanding shares of Ocean Power Technologies (NYSE American: OPTT). On July 11, OPT issued a response
to Paragon’s public letter released that morning. Yet again, rather than respond to the alarming and factual statements Paragon
has made regarding OPT’s historic financial losses and rapidly degrading balance sheet, management and the Board continue to paint
lipstick on OPT’s business.
On July 12, OPT announced
its Fiscal 2023 results. In announcing the highlights for the year, CEO Philipp Stratmann touts the “best year of revenue generation
since fiscal 2015” and “positive gross margin for the first time since fiscal 2016.” What management FAILED to even
mention or explain is the $28 million in annual expenses, up almost 35% year over year. Management failed to talk or explain the $26 million
net loss in fiscal 2023, up almost 40% year over year.
OPT recently told shareholders
that its “Board is actively engaged in overseeing management’s execution of the Company’s strategy and is comprised
of six highly qualified directors, five of whom have been appointed in the last three years.”
Since those highly qualified
directors and CEO were appointed in the last three years, below is their scorecard of their active oversight of OPT:
Fiscal
Year Ended |
2021 |
2022 |
2023 |
Sales |
$1.2M |
$1.8M |
$2.7M |
Expenses |
$12.5M |
$21.5M |
$28.3M |
Net
Loss |
($14.8M) |
($18.9M) |
($26.3M) |
Cash & ST Inv. |
$83.0M |
$57.3M |
$34.7M |
Shares Outs. |
52.5M |
55.9M |
56.3M |
Shareholder Equity |
$80.5M |
$68.8M |
$44.0M |
OPT’s newly refreshed Board and CEO have
indeed delivered for shareholders – delivered a disastrous record. In the past three years, nearly $50 million in cash has been
burned to achieve:
| · | Record losses of almost $60 million |
| · | Less than $6 million in total revenues |
Despite the staggering and
unjustifiable destruction of OPT shareholder value, the Board has seen itself fit to reward itself in a manner that we believe is self-serving
and detrimental to shareholders while the business strategy bleeds OPT dry.
Paragon asks OPT shareholders to read the following
chart closely:
Fiscal
Year Ended |
2021 |
2022 |
2023 |
Sales |
$1.2M |
$1.8M |
$2.7M |
Board and Exec. Comp |
$2.1M |
$3.0M |
??? |
% Total Compensation to Sales |
175% |
168% |
|
In Fiscal 2018, total board
and NEO compensation was 390% - nearly four times – of OPT sales.
In Fiscal 2019, total such
compensation was 260% of sales.
OPT has compensated its directors
and named executive officers more money than the company is generating in total sales!
The level of Board compensation
is egregious and an insult to shareholders in the worst possible way. Sadly shareholders should not be surprised as this Board appears
to believe it is entitled to do what it wishes with the Company’s assets as it touts the purported amazing progress the Company
has made.
Paragon hereby demands that
OPT’s directors return all excessive Board compensation to the Company over the past ten years since the present Chairman Terence
Cryan has been on the Board.
Recent precedent has come
down in favor of shareholders when Board compensation has been excessive as evidenced by the recent return of $735 million in board compensation
from Tesla board members.
Paragon believes that OPT’s
Board has violated the most fundamental fiduciary obligation that directors are required to uphold, its duty of care in doing what is
in the best interests of shareholders. On behalf of all shareholders, Paragon intends to hold the Board accountable to the fullest extent
of the law.
We appreciate the support
from shareholders thus far. Please email us at ir@pgntgroup.com if you would like to learn more.
____________
Paragon Technologies, Inc. intends to make a filing with the Securities
and Exchange Commission (the “SEC”) of a proxy statement to be used to solicit votes for the election of director nominees
at the 2023 annual meeting of shareholders of Ocean Power Technologies, Inc., a Delaware corporation (the “company”).
Paragon Technologies, Inc. is the beneficial owner of 2,229,443 shares
of common stock of the company, par value $0.001 per share (“Common Stock”).
Paragon Technologies, Inc., and Paragon’s director nominees will
be the participants in the proxy solicitation. Updated information regarding the participants and their direct and indirect interests
in the solicitation, by security holdings or otherwise, will be included in Paragon’s proxy statement and other materials filed
with the SEC. SHAREHOLDERS OF THE COMPANY SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE COMPANY’S ANNUAL MEETING, PARAGON’S SOLICITATION
OF PROXIES AND PARAGON’S NOMINEES TO THE BOARD. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE
AT WWW.SEC.GOV OR FROM PARAGON TECHNOLOGIES, INC.
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