Amendment: SEC Form SC 13G/A filed by Ocean Power Technologies Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| Ocean Power Technologies, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
|
674870506 |
| (CUSIP Number) |
|
ALUMNI CAPITAL LP 80 S.W. 8TH Street Suite 2000 Miami, FL 33131 Telephone: (202) 599-5679 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 9, 2024 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule | 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule | 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 674870506
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alumni Capital LP, 87-3893017 |
| 2. | Check
the Appropriate Box if a Member of a Group (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship
or Place of Organization |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power |
| 6. | Shared
Voting Power | |
| 7. | Sole
Dispositive Power | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| 11. | Percent
of Class Represented by Amount in Row (9) |
| 12. | Type of Reporting Person (See Instructions) PN |
| (1) | On September 13, 2024, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”). Pursuant to the Purchase Agreement, the Company may sell to Alumni Capital up to $4,000,000 (the “Investment Amount”), of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), from time to time during the term of the Purchase Agreement. |
| (2) | Based on 126,230,874 shares of Common Stock issued and outstanding as of November 18, 2024. |
2
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alumni Capital GP LLC 87-3998289 |
| 2. | Check
the Appropriate Box if a Member of a Group (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship
or Place of Organization |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power |
| 6. | Shared
Voting Power | |
| 7. | Sole
Dispositive Power | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| 11. | Percent
of Class Represented by Amount in Row (9) |
| 12. | Type of Reporting Person (See Instructions) IN |
| (1) | On September 13, 2024, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”). Pursuant to the Purchase Agreement, the Company may sell to Alumni Capital up to $4,000,000 (the “Investment Amount”), of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), from time to time during the term of the Purchase Agreement. |
| (2) | Based on 126,230,874 shares of Common Stock issued and outstanding as of November 18, 2024. |
3
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ashkan Mapar [xx-xxxxxxx] |
| 2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship
or Place of Organization |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power |
| 6. | Shared
Voting Power | |
| 7. | Sole
Dispositive Power | |
| 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares |
| 11. | Percent
of Class Represented by Amount in Row (9) |
| 12. | Type of Reporting Person (See Instructions) IN |
| (1) | On September 13, 2024, Ocean Power Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”). Pursuant to the Purchase Agreement, the Company may sell to Alumni Capital up to $4,000,000 (the “Investment Amount”), of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), from time to time during the term of the Purchase Agreement. |
| (2) | Based on 126,230,874 shares of Common Stock issued and outstanding as of November 18, 2024. |
4
| Item 1(a) | Name of Issuer: |
| Ocean Power Technologies, Inc. | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
| 28 Engelhard Drive, Suite B | |
| Monroe Township, NJ 08831 |
| Item 2(a) | Name of Person Filing: |
| Alumni Capital LP | |
| Alumni Capital GP LLC | |
| Ashkan Mapar, Manager of Alumni Capital GP LLC |
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
| The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is: | |
| 80 S.W. 8TH Street | |
| Suite 2000 | |
| Miami, FL 33131 | |
| Item 2(c) | Citizenship: |
| Alumni Capital LP, Delaware limited partnership | |
| Alumni Capital GP LLC, Delaware limited liability company | |
| Ashkan Mapar, USA | |
| Item 2(d) | Title of Class of Securities: |
| Common Stock, par value $0.001 per share | |
| Item 2(e) | CUSIP No.: |
| 674870506 | |
| Item 3 | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| The statement is not filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c). | |
| Item 4 | Ownership: |
| (a) | Amount beneficially owned: 0 (1) |
| (b) | Percent of class: 0 % (2) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 shares of Common Stock (1) |
5
| (ii) | Shared power to vote or direct the vote; 0 shares |
| (iii) | Sole power to dispose of or direct the disposition of: 0 shares of Common Stock (1) |
| (iv) | Shared power to dispose or direct the disposition of: 0 |
| (1) | All of the shares are owned beneficially by Alumni Capital LP. Ashkan Mapar may be deemed to possess voting and dispositive power in his capacity as manager of Alumni Capital GP, LLC; however, Ashkan Mapar disclaims beneficial ownership of these shares. |
Alumni Capital GP LLC is the general partner of Alumni Capital LP and in that capacity has voting and dispositive power over the shares owned by Alumni Capital LP. Alumni Capital GP LLC does not itself own any securities of the issuer.
| (2) | Based on 126,230,874 shares of Common Stock issued and outstanding as of November 18, 2024. |
| Item 5. | Ownership of Five Percent of Less of a Class: |
| Not applicable. | |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
| Not applicable. | |
| Item 8 | Identification and Classification of Members of the Group: |
| Not applicable. | |
| Item 9 | Notice of Dissolution of Group: |
| Not applicable. | |
| Item 10 | Certifications: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 27, 2024 | ||
| ALUMNI CAPITAL LP | ||
| By: | /s/ Ashkan Mapar | |
| Name: | Ashkan Mapar | |
| Title: | Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP | |
| ALUMNI CAPITAL GP LLC | ||
| By: | /s/ Ashkan Mapar | |
| Name: | Ashkan Mapar | |
| Title: | Manager | |
| /s/ Ashkan Mapar | |
| Ashkan Mapar |
7
Exhibit Index
| A. | Agreement of Joint Filing |
8
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly, pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, the Schedule 13G dated on or about November 27, 2024, containing the information required by Schedule 13G, for the shares of common stock of Ocean Power Technologies, Inc. held by Alumni Capital LP, a Delaware limited partnership, and with respect to Alumni Capital GP LLC, the manager of Alumni Capital, and Ashkan Mapar, the manager of Alumni Capital GP LLC, such other holdings as may be reported therein.
Dated: November 27, 2024
| ALUMNI CAPITAL LP | ||
| By: | /s/ Ashkan Mapar | |
| Name: | Ashkan Mapar | |
| Title: | Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP |
|
| ALUMNI CAPITAL GP LLC | ||
| By: | /s/ Ashkan Mapar | |
| Name: | Ashkan Mapar | |
| Title: | Manager | |
| /s/ Ashkan Mapar | |
| Ashkan Mapar |