Plug Power Secures $150M Equity Line

TL;DR

Plug Power just inked a deal to sell up to $150M in stock via B. Riley to fund operations. Bullish for cash flow.

AI Summary

Plug Power Inc. announced on March 12, 2024, that it entered into a Controlled Equity OfferingSM (CEOSM) Sales Agreement with B. Riley Securities, Inc. This agreement allows Plug Power to sell up to $150 million of its common stock from time to time. The company intends to use the net proceeds for general corporate purposes, including working capital, operating expenses, and capital expenditures.

Why It Matters

This provides Plug Power with financial flexibility to fund its operations and growth initiatives, which could be crucial for a company in the rapidly expanding but capital-intensive hydrogen fuel cell sector.

Risk Assessment

Risk Level: medium — While the equity line provides capital, it also dilutes existing shareholders and signals potential cash flow needs.

Key Numbers

• $150M — Equity Offering Capacity (Maximum amount Plug Power can raise through the sale of common stock)

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• B. Riley Securities, Inc. (company) — Sales Agent
• $150 million (dollar_amount) — Maximum amount of common stock that can be sold
• March 12, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock, par value $0.01 per share PLUG The Nasdaq Capital M
• $138,816,000 — uant to which the Company will exchange $138,816,000 in aggregate principal amount of the Ex
• $140,396,000 — to, but excluding, March 20, 2024, for $140,396,000 in aggregate principal amount of the Co
• $58.5 million — omary closing conditions, approximately $58.5 million in aggregate principal amount of the Ex
• $1,000 — hares of the Company's common stock per $1,000 principal amount of New Notes, which is
• $4.25 — itial conversion price of approximately $4.25 per share of common stock, which repres

Filing Documents

• tm248689d1_8k.htm (8-K) — 36KB
• tm248689d1_ex99-1.htm (EX-99.1) — 126KB
• 0001104659-24-033753.txt ( ) — 358KB
• plug-20240312.xsd (EX-101.SCH) — 3KB
• plug-20240312_lab.xml (EX-101.LAB) — 33KB
• plug-20240312_pre.xml (EX-101.PRE) — 22KB
• tm248689d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On March 12, 2024, Plug Power Inc., a Delaware corporation (" Plug " or the " Company ") entered into separate, privately negotiated exchange agreements (the " Exchange Agreements ") with certain holders of the Company's outstanding 3.75% Convertible Senior Notes due 2025 (the " Existing Notes "), pursuant to which the Company will exchange $138,816,000 in aggregate principal amount of the Existing Notes, and accrued and unpaid interest on such Existing Notes to, but excluding, March 20, 2024, for $140,396,000 in aggregate principal amount of the Company's new 7.00% Convertible Senior Notes due 2026 (the " New Notes ") (the " Exchange Transactions "), in each case, pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the " Securities Act "). Following the closing of the Exchange Transactions, which is expected to occur on or about March 20, 2024, subject to customary closing conditions, approximately $58.5 million in aggregate principal amount of the Existing Notes will remain outstanding with terms unchanged. The foregoing description of the Exchange Agreements is only a summary and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The New Notes will be the Company's senior, unsecured obligations and will be governed by the terms of an Indenture (the " Indenture "), dated as of March 20, 2024, to be entered into between the Company and Wilmington Trust, National Association, as trustee (the " Trustee "). The New Notes will bear cash interest at the rate of 7.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, to holders of record at the close of business on the preceding May 15 and November 15, respectively. The New Notes will mature on June 1, 2026, unless earlier co

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Form of Exchange Agreement between the Company and certain holders of the Existing Notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking about Plug, including but not limited to statements regarding the Exchange Transactions, the principal amount of the Existing Notes subject to the exchange, the closing date for the Exchange Transactions and the resulting allocation of principal between the Existing Notes and New Notes. You are cautioned that such statements should not be read as a guarantee of future performance or results as such statements are subject to risks and uncertainties. Actual performance or results may differ materially from those expressed in these statements as a result of various factors, including, but not limited to, the following: the risk that one or more of the holders of the Existing Notes participating in the Exchange Transactions do not deliver their Existing Notes to Plug for exchange when required pursuant to the terms of the Exchange Agreements or at all. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Plug in general, see Plug's public filings with the Securities and Exchange Commission, including the "Risk Factors" section of Plug's Annual Report on Form 10-K for the year ended December 31, 2023 as well as any subsequent filings. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. We disclaim any obligation to update forward-looking statements except as may be required by law.

SIGNATURES

SIGNATURES 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. Date: March 13, 2024 Plug Power Inc. By: /s/ Paul Middleton Name: Paul Middleton Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR