Paragon Technologies Commences Mailing of BLUE Proxy Card and Issues Letter to Ocean Power Technologies Shareholders

Rhea-AI Summary

Paragon Technologies, Inc. (POTN) owns approximately 4.9% of the outstanding shares of Ocean Power Technologies, Inc. (NYSE American:OPTT). Paragon has mailed out its BLUE proxy card to OPT shareholders, urging them to vote for its director nominees to increase stockholder value.

Positive

• Paragon has purchased nearly 3 million shares or 4.9% of OPT, making it the largest stockholder.
• OPT's share price has declined by nearly 90% over the past three years.
• The board and management have taken home $7.7 million in compensation while the entire company has generated $5.5 million in sales and lost $60 million in the same period.

Negative

• OPT has experienced a consistent decline in sales and an increase in expenses, resulting in significant net losses over the years.
• The board and CEO have been responsible for the decline in share price and have doubled their compensation, despite the company's financial struggles.

Insights

Financial Analyst

Upon reviewing the financial trajectory of Ocean Power Technologies, the gravity of the situation becomes apparent. The company has been operating for three decades without turning a profit, which is a significant red flag. The reported decline in share price by nearly 90% over a three-year span indicates a severe loss of investor confidence and market value. This is compounded by the revelation that board and executive compensation has eclipsed the company's minimal revenues, suggesting a misalignment of incentives and potential mismanagement.

The company's strategy to fund losses through public share offerings has led to substantial dilution of existing shareholders' equity. This is a critical concern for investors as it indicates the company's current business model is unsustainable without the infusion of new capital, which in turn further erodes shareholder value. The attempt by Paragon Technologies to instigate change by nominating new directors could signal a pivotal moment for the company, with potential implications for corporate governance and strategic direction.

Investors should be cautious and scrutinize the company's governance structure and financial health. The ongoing battle for board control could result in significant changes that may either pave the way for a turnaround or further destabilize the company's position.

Corporate Governance Expert

The confrontation between Ocean Power Technologies and Paragon Technologies over board nominations is indicative of a deeper governance crisis. Paragon's aggressive move to enforce shareholder rights in the Delaware courts underscores the tension between the current board's actions and shareholder interests. The disregard of proxy votes in favor of Paragon's nominees by OPT raises questions about the board's commitment to transparency and accountability.

Corporate governance plays a critical role in ensuring that a company is managed in the best interests of its shareholders. When executive compensation is not aligned with company performance, as is the case with OPT, it can lead to shareholder activism, as seen with Paragon's involvement. The outcome of this proxy fight could have significant implications for the company's governance practices and its strategic direction, potentially impacting its ability to attract future investments and partnerships.

For shareholders and potential investors, the governance issues at play are as critical as the financial figures, as they directly affect the company's ability to implement effective strategies for growth and profitability.

Investment Strategist

The situation at Ocean Power Technologies presents a complex challenge for investors. The historical lack of profitability and the severe share price decline reflect deep-rooted operational and strategic issues. Paragon's intervention, while introducing potential for change, also brings uncertainty regarding the future direction of the company. A change in board composition could lead to a strategic overhaul, which may be necessary to correct the company's course.

For current and prospective investors, the key consideration will be whether the new board, if elected, can implement a viable turnaround strategy. The high level of executive compensation relative to revenues is a concern that the new board would need to address to restore investor confidence. However, investors should also be aware that such fundamental changes can take time to materialize into positive financial results.

The ongoing legal battle for board control adds a layer of risk, as it could lead to further distractions and costs for the company. Investors should closely monitor the developments and be prepared for volatility in the stock price as the market reacts to new information and perceived outcomes of the proxy fight.

EASTON, PA / ACCESSWIRE / December 18, 2023 / Paragon Technologies, Inc. ("Paragon"), a diversified holding company, owning approximately 4.9% of the outstanding shares of Ocean Power Technologies, Inc. (NYSE American:OPTT), ("Company") ("OPT"), today mailed out its BLUE proxy card to OPT shareholders and issued the following letter:

To the Stockholders of Ocean Power Technologies:

While I realize most of you have endured significant and consistent losses holding OPT shares, I along with my director nominees believe there is an enormous opportunity to increase stockholder value at OPT if you support Paragon's director nominees by voting the BLUE Proxy Card.

We urge you to vote the BLUE Proxy Card no matter how many shares you own. Paragon has purchased nearly 3 million shares or 4.9% of OPT. We are by far the largest stockholder. Our alignment is 100% alongside all stockholders.

OPT has said that it will disregard proxy votes in favor of Paragon's director nominees. Stockholders should review the section of Paragon's proxy statement titled "Questions And Answers Relating To This Proxy Solicitation--Why is OPT saying it will disregard Paragon's director nominations, and how does that impact proxies that stockholders provide to Paragon?"

With the dismal financial results at OPT and director and executive compensation exceeding its minimal revenues, the OPT board is doing everything it can to block Paragon's director nominations. Why won't the OPT board just let stockholders vote? While OPT is losing millions of dollars each quarter on a path to insolvency, the OPT board could have saved millions of dollars by just facilitating a fair election.

Paragon intends to seek enforcement of all votes on the BLUE Proxy Card in the Delaware courts. We will continue to fight for the right of stockholders to nominate and elect directors of their choice. You can send the OPT board a message by voting Paragon's BLUE Proxy Card.

We have never analyzed a financial calamity as severe as OPT: no profit during their entire 30-year operating history. Worse has been the financial decimation of OPT over the past three and a half years under the current Board.

In just over three years, the Board and CEO have been responsible for an approximate 90% decline in the OPT share price. Here's how:

FY Ended April 30, 2021 2022 2023 Q1/Q2 - 2024

Sales $1.2M $1.8M $2.7M $2.2M

Expenses $12.5M $21.5M $28.3M $16.1M

Net Loss ($14.8M) ($18.9M) ($26.3M) ($14.3M)

Cash & ST Inv. $83.0M $57.3M $34.7M $18.7M

On April 30, 2021, OPT's share price was $2.51. As of December 15, 2023, the share price is $0.35, a decline of nearly 90%.

Perhaps more self-serving, at the expense of stockholders, is that over the past three years Board and Executive Officer Compensation more than doubled and exceeded OPTT's revenues!

Fiscal Year Ended 2021 2022 2023 Total

Revenues $1.2M $1.8M $2.7M $5.7M

Board and Exec. Comp $2.1M $3.0M $2.6M $7.7M

In three years, the board and management have taken home $7.7 million while the entire company has generated $5.5 million in sales and lost $60 million.

How were these losses funded? By stockholders. Since April 30, 2020, OPT has raised nearly $80 million from the sale of tens of millions of shares of stock to the public that have funded losses, salaries, and bonuses. The Board has no problem issuing millions of shares and diluting stockholders because they own very little equity, almost all of it granted to them. A share price decline does not affect their pocketbooks.

Despite the worsening financial performance, the Board and CEO continue to publicly paint a false narrative of the business in an attempt to mislead stockholders:

• The CEO continues to tout "progress" and that the "strategy is working" without substantiating any of these comments with numerical support or milestones.
• They make public announcements about potential contract awards that have no definitive revenue commitments.
• Seemingly out of nowhere they start announcing a sales pipeline of $60 million and then $90 million while the latest quarterly revenues were $900,000.
• They spend $8 million a quarter on expenses that are primarily funding salaries, bonuses and incentive payments.

The current Board has decimated OPT, yet it has never acknowledged or taken responsibility for any of the stockholder value destruction that has occurred. Instead, OPT's Board and management have tried to paint a rosy picture, "putting lipstick on a pig." They do not deserve, or warrant, the trust that stockholders should expect from their fiduciaries.

Please vote the BLUE Proxy Card and let us do the real work than needs to be done. During the past five years, Paragon's share price has advanced by over 800% as we rationalized expenses, improved our sales strategy, and expanded our markets, leading to increased sales and growing profits. We have a demonstrated track record and, more importantly, alignment with stockholders through our large stake in the business.

If you have any questions, you can reach us at ir@pgntgroup.com

Sincerely,

Sham Gad
Chairman and CEO
Paragon Technologies, Inc.

Paragon Technologies, Inc., together with the other participants named herein, has filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement and an accompanying proxy card soliciting 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 2,852,079 shares of common stock of the company, par value $0.001 per share ("common stock").

Paragon Technologies, Inc., and Paragon's director nominees Hesham M. Gad, Shawn M. Harpen, Jack H. Jacobs, and Samuel S. Weiser, are the participants in the proxy solicitation. Mr. Gad, Executive Chairman of Paragon's Board of Directors and Chief Executive Officer of Paragon, and Messrs. Jacobs and Weiser, directors of Paragon, may be deemed to beneficially own the shares of the company's common stock held by Paragon. Ms. Harpen does not own beneficially or of record any securities of the company. Updated information regarding the participants and their direct and indirect interests in the solicitation, by security holdings or otherwise, has been and 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 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 ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM PARAGON TECHNOLOGIES, INC. REQUESTS FOR COPIES SHOULD BE DIRECTED TO PARAGON'S PROXY SOLICITOR.

SOURCE: Paragon Technologies, Inc.

View the original press release on accesswire.com

FAQ

What percentage of Ocean Power Technologies, Inc. (OPTT) shares does Paragon Technologies, Inc. (POTN) own?

Paragon Technologies, Inc. (POTN) owns approximately 4.9% of the outstanding shares of Ocean Power Technologies, Inc. (NYSE American:OPTT).

What is the reason behind Paragon's mailing of the BLUE proxy card to OPT shareholders?

Paragon is urging OPT shareholders to vote for its director nominees to increase stockholder value.

How much has the share price of Ocean Power Technologies, Inc. (OPTT) declined over the past three years?

The share price of OPTT has declined by nearly 90% over the past three years.

What is the total compensation received by the board and management of Ocean Power Technologies, Inc. (OPTT) in recent years?

The board and management have taken home $7.7 million in compensation while the entire company has generated $5.5 million in sales and lost $60 million in the same period.