Plug Power Inc. Files 8-K: Financing, Equity Sales, and Board Changes

TL;DR

Plug Power filed an 8-K detailing financing deals, equity sales, and board shakeups.

AI Summary

On March 20, 2024, Plug Power Inc. entered into a material definitive agreement related to its financing. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were changes in the company's board of directors and officer appointments, along with compensatory arrangements for certain officers.

Why It Matters

This filing indicates significant financial activities and corporate governance updates for Plug Power Inc., which could impact its operational funding and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• March 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock, par value $0.01 per share PLUG The Nasdaq Capital M
• $140,396,000 — are corporation (the "Company"), issued $140,396,000 in aggregate principal amount of its 7.
• $138,816,000 — e New Notes were issued in exchange for $138,816,000 in aggregate principal amount of the Co
• $58.5 million — he Exchange Transactions, approximately $58.5 million in aggregate principal amount of 2025 N
• $1,000 — period") in which the trading price per $1,000 principal amount of New Notes for each
• $4.25 — itial conversion price of approximately $4.25 per share of Common Stock, and is subje
• $25.0 million — tedness for borrowed money in excess of $25.0 million (x) resulting in such indebtedness beco
• $25.0 million — udgment or judgments for the payment of $25.0 million or more (excluding any amounts covered

Filing Documents

• tm249416d1_8k.htm (8-K) — 49KB
• tm249416d1_ex4-1.htm (EX-4.1) — 692KB
• tm249416d1_ex4-1img01.jpg (GRAPHIC) — 2KB
• tm249416d1_ex4-1img02.jpg (GRAPHIC) — 10KB
• tm249416d1_ex4-1img03.jpg (GRAPHIC) — 10KB
• tm249416d1_ex4-1img04.jpg (GRAPHIC) — 10KB
• tm249416d1_ex4-1img05.jpg (GRAPHIC) — 10KB
• tm249416d1_ex4-1img06.jpg (GRAPHIC) — 11KB
• 0001104659-24-039035.txt ( ) — 1099KB
• plug-20240320.xsd (EX-101.SCH) — 3KB
• plug-20240320_lab.xml (EX-101.LAB) — 33KB
• plug-20240320_pre.xml (EX-101.PRE) — 22KB
• tm249416d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On March 20, 2024, in connection with the consummation of previously announced private exchange transactions, Plug Power Inc., a Delaware corporation (the "Company"), issued $140,396,000 in aggregate principal amount of its 7.00% Convertible Senior Notes due 2026 (the "New Notes") under an Indenture, dated March 20, 2024 (the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee. The New Notes were issued in exchange for $138,816,000 in aggregate principal amount of the Company's 3.75% Convertible Senior Notes due 2025 (the "2025 Notes"), and accrued and unpaid interest on such Existing Notes to, but excluding, March 20, 2024 (the "Exchange Transactions"), which 2025 Notes were promptly canceled upon exchange. Following the closing of the Exchange Transactions, approximately $58.5 million in aggregate principal amount of 2025 Notes remain outstanding with terms unchanged. The New Notes bear interest at a rate of 7.00% per annum on the principal amount thereof, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, to the holders of record of the New Notes as of the close of business on the immediately preceding May 15 and November 15, respectively. The New Notes will mature on June 1, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. The New Notes are the senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the New Notes, equal in right of payment to any of the Company's existing and future liabilities that are not so subordinated, including the 2025 Notes, effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabi

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference. The Company offered the New Notes to certain holders of the 2025 Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the investors in the New Notes, including representations that such investors are institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act. The offer and sale of the New Notes to certain holders of the 2025 Notes did not involve a public offering, the solicitation of offers for the New Notes was not done by any form of general solicitation or general advertising, and offers for the New Notes were only solicited from persons believed to be "qualified institutional buyers" within the meaning of Rule 144A promulgated under the Securities Act.

02

Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. As previously disclosed in the 2023 proxy statement filed by the Company with the Securities and Exchange Commission on May 16, 2023, the resignation of Lucas P. Schneider as a Class III Director at the Company's 2023 Annual Meeting of Stockholders and the resulting reduction in the size of the Board of Directors (the "Board") of the Company from ten directors to nine directors resulted in four Class I Directors, three Class II Directors and two Class III Directors. In order to rebalance the class sizes to be as nearly equal in number as possible as required by the Company's Amended and Restated Certificate of Incorporation, as amended, the Board determined that one of its directors should be reclassified from Class I (with a term expiring at the Company's 2024 Annual Meeting of Stockholders) to Class III (with a term expiring at the Company's 2026 Annual Meeting of Stockholders). Accordingly, effective March 26 , 2024, Gary K. Willis, a member of the Board, resigned from his position as a Class I Director, subject to and conditioned upon his immediate reappointment as a Class III Director. The Board accepted Mr. Willis' resignation and immediately reappointed him as a Class III Director, to serve in such capacity until the Company's 2026 Annual Meeting of Stockholders or until his successor is duly elected and qualified, or his earlier death, resignation, or removal. Following Mr. Willis' resignation and reappointment described above, the Board consists of three Class I Directors, three Class II Directors and three Class III Directors. The resignation and reappointment of Mr. Willis was effected solely for the purpose of reclassifying the members of the Board into three classes of equal size, and for all other purposes, Mr. Willis' service on the Board is deemed to have continued uninterrupted. There were no

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of March 20, 2024, between Plug Power Inc. and Wilmington Trust, National Association, as Trustee. 4.2 Form of 7.00% Convertible Senior Notes due 2026 (included as part of Exhibit 4.1). 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

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. PLUG POWER INC. Date: March 26, 2024 By: /s/ Paul Middleton Paul Middleton Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR