Plug Power Files 8-K on Material Definitive Agreement

TL;DR

**Plug Power just filed an 8-K for a material agreement, but the details are under wraps!**

AI Summary

Plug Power Inc. filed an 8-K on February 23, 2024, reporting an 'Entry into a Material Definitive Agreement' and 'Other Events'. The filing indicates a significant corporate action, though specific details of the agreement, such as parties involved or financial terms, are not disclosed within the provided text. The company's business address is 968 Albany Shaker Road, Latham, New York 12110, and its telephone number is (518) 782-7700.

Why It Matters

This filing signals a potentially significant strategic or financial move by Plug Power, which could impact its future operations, financial performance, and market position.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement without disclosing details, creating uncertainty about its potential impact.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• Delaware (company) — State of incorporation
• February 23, 2024 (date) — Date of earliest event reported
• 968 Albany Shaker Road, Latham, New York 12110 (company) — Principal executive offices address
• (518) 782-7700 (company) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock, par value $0.01 per share PLUG The Nasdaq Capital M
• $1.0 billion — ng an aggregate offering price of up to $1.0 billion in an "at the market offering" as defin
• $302,073,006 — gregate offering price of approximately $302,073,006 under the Original Agreement. The Amend
• $1 billion — the Sales Agreement by $302,073,006 to $1 billion. In addition, the Amendment increased
• $10,000,000 — asis and purchase from the Company from $10,000,000 to $11,000,000 (the "Maximum Commitment
• $11,000,000 — se from the Company from $10,000,000 to $11,000,000 (the "Maximum Commitment Advance Purcha
• $30,000,000 — transactions) in any calendar week from $30,000,000 to $55,000,000 (the "Maximum Commitment
• $55,000,000 — n any calendar week from $30,000,000 to $55,000,000 (the "Maximum Commitment Advance Purcha
• $1,000,000,000 — s market capitalization is no less than $1,000,000,000, the Maximum Commitment Advance Purchas

Filing Documents

• tm247096d1_8k.htm (8-K) — 32KB
• tm247096d1_ex1-1.htm (EX-1.1) — 24KB
• tm247096d1_ex5-1.htm (EX-5.1) — 9KB
• tm247096d1_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-027138.txt ( ) — 247KB
• plug-20240223.xsd (EX-101.SCH) — 3KB
• plug-20240223_lab.xml (EX-101.LAB) — 33KB
• plug-20240223_pre.xml (EX-101.PRE) — 22KB
• tm247096d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on January 17, 2024, Plug Power Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Original Agreement") with B. Riley Securities, Inc. ("B. Riley"), pursuant to which the Company may, from time to time, offer and sell shares of the Company's common stock, par value $0.01 per share ("Common Stock"), through or to B. Riley, as sales agent or principal, having an aggregate offering price of up to $1.0 billion in an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). On February 23, 2024, the Company and B. Riley entered into Amendment No. 1 to the Original Agreement (the "Amendment" and, together with the Original Agreement, the "Sales Agreement") to increase the aggregate offering price of shares of Common Stock available for issuance under the Original Agreement. As of February 23, 2024, the Company had offered and sold 77,417,069 shares of Common Stock having an aggregate offering price of approximately $302,073,006 under the Original Agreement. The Amendment increased the aggregate offering price of common stock the Company may offer and sell pursuant to the Sales Agreement by $302,073,006 to $1 billion. In addition, the Amendment increased the number of shares of Common Stock that the Company has the right, but not the obligation, from time to time at its sole discretion, to direct B. Riley on any day to act on a principal basis and purchase from the Company from $10,000,000 to $11,000,000 (the "Maximum Commitment Advance Purchase Amount"), and increased the aggregate amount of shares of Common Stock that the Company may direct B. Riley to purchase as principal in principal transactions (including any shares sold by B. Riley in agency transactions) in any calendar week from $30,000,000 to $55,000,000 (the "Maximum Commitment Advance Purchase Amount Cap"). On and after June 1, 2024

01 Other Events

Item 8.01 Other Events. The Company filed a prospectus supplement pursuant to Rule 424(b)(5) under the Securities Act with the Securities and Exchange Commission (the "SEC") on January 17, 2024 registering the shares of Common Stock that may be sold pursuant to the Original Agreement. As filed, the prospectus supplement inadvertently listed an incorrect registration number due to a filing error. This Current Report on Form 8-K is being filed to correct the registration number under which the prospectus supplement was filed by the Company. The correct registration number is 333-265488.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 1.1 Amendment No. 1 to At Market Issuance Sales Agreement, dated February 23, 2024, by and between Plug Power Inc. and B. Riley Securities, Inc. 5.1 Opinion of Goodwin Procter LLP 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Plug Power Inc. Date: February 23, 2024 By: /s/ Paul Middleton Name: Paul Middleton Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR