Paragon Technologies Recommends Ocean Power Shareholders Vote AGAINST the Company's Plan to Increase Its Authorized Shares and Hold the Board Accountable for Its Wasteful Spending That Leads to Increasing Losses

On July 5, OPT filed a proxy statement calling for a special meeting of shareholders on August 30, 2024, asking shareholders to approve increasing the Company's authorized shares to 200 million, up from 100 million.

On July 25, 2025, OPT announced Fiscal 2024 financial results revealing that it lost $27.4 million in fiscal 2024 versus $26.3 million in fiscal 2023.

In reporting this record loss, CEO Philip Stratmann continues to celebrate the Company's revenue growth while failing to address the growing losses. And the Company's forecast of $12 million in contracted orders in FY 2025, given the Company's $32 million in operating expenses in FY 2024, likely guarantees another year of significant losses.

In an SEC filing on December 13, 2023, OPT's CEO issued a statement that OPT would generate "positive cash flow in calendar year 2025 using current cash available."

In its July 5 proxy, OPT revealed that the Company now has 90 million shares outstanding, up from 59 million shares since April 30, 2024. Merely months after Mr. Stratmann committed to using OPT's current cash, he and the Board have already reneged on their commitment and sold 30 million shares.

Even if OPT were to cut costs by 30% to $22 million a year (unlikely given that this Board and CEO have only increased costs) and 100% of the forecasted orders materialize into revenue, OPT will still lose tens of millions of dollars in Fiscal 2025. Showing only $3 million in cash on the balance sheet as of April 30, 2024, the Board can only continue to issue shares to keep OPT from going insolvent. Mr. Stratmann doesn't give any indication of how OPT will survive if it can't sell more shares at these depressed prices.

Based on the information and guidance provided by OPT in its FY 2024 earnings release, the data indicates that:

a) OPT will fail to achieve anything near the "cash flow positive" results in 2025 committed to by Mr. Stratmann.

b) OPT has no option for survival without diluting existing shareholders and almost certainly destroying shareholder value further.

Paragon first warned the Board over a year ago that Ocean Power was on verge of insolvency due to the Board and CEO's reckless spending and increasing losses.

"For over a year now, we have heard nothing but positive statements from CEO Stratmann about OPT's progress while the financial condition of OPT continues to deteriorate," states Paragon Chairman Sham Gad. "Over the past month OPT has peppered shareholders with cryptic press releases about partnerships and contracts with no detail as to how those agreements will impact OPT's financial performance against achieving Mr. Stratmann's stated claim of positive cash flow with existing financial resources in 2025."

Well, now we know why OPT was big on promotion and short on detail - they needed to promote interest in the stock to sell more shares despite losing $27 million during the fiscal year.

OPT's Board has burned over $70 million in cash in approximately three years and in return OPT's share price has declined by approximately 90%. With insolvency on the horizon and little shares left to sell, the Company is asking shareholders to give them another 100 million share blank check to fund the Board and CEO's value destroying strategy.

"If this Board is given another 100 million shares, they will likely sell 100 million shares and continue destroying existing shareholder value," states Gad. "They will sell shares to raise capital to fund the Company's continued losses. And OPT's share price performance will likely be similar or worse than its past."

Paragon offered OPT $3 million in non-dilutive preferred equity, which the Company ignored. Instead OPT is pursuing an inferior option in continuing to sell more common shares, asking shareholders to take on more risk and dilution.

A Company's Board of Directors has a fiduciary duty of care and loyalty to its shareholders that requires them to consider the impact of their decisions on their shareholders. Rather than acknowledge the clear fact that OPT's cost structure is unsustainable and take the necessary cost cutting measures OPT requires, this Board snubs its existing shareholders by asking them for a blank check to fund future losses and fund their salaries and bonuses.

Paragon urges all OPT shareholders to vote AGAINST this share issuance proposal. In doing so, you are sending the Board a clear message they need to fulfil their fiduciary obligation and manage expenses instead of diluting your investment so they can continue paying themselves to run a value destroying business.

We urge shareholders with any questions to please reach out to us at [email protected].