Plug Power Inc. Files 8-K for Material Definitive Agreement

TL;DR

PLUG signed a big deal, details TBD.

AI Summary

On November 7, 2024, Plug Power Inc. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Slingerlands, New York, filed an 8-K report detailing this agreement. The filing does not specify the nature of the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Plug Power, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's terms and financial implications introduces uncertainty.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• November 7, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Slingerlands, New York (location) — Address of principal executive offices
• 1-34392 (identifier) — Commission File 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 — an aggregate gross sales price of up to $1.0 billion in an "at the market offering" as defin
• $677,245,001 — gate gross sales price of approximately $677,245,001 under the Sales Agreement. Amendment No
• $375,171,995 — to the Sales Agreement by approximately $375,171,995 to $1 billion. In addition, Amendment
• $1 billion — eement by approximately $375,171,995 to $1 billion. In addition, Amendment No. 2 provides
• $11,000,000 — sis and purchase from the Company up to $11,000,000 (the "Maximum Commitment Advance Purcha
• $55,000,000 — ransactions) in any calendar week up to $55,000,000 (the "Maximum Commitment Advance Purcha
• $1,000,000,000 — ny's market capitalization is less than $1,000,000,000 on and after February 8, 2025, the Maxi
• $10,000,000 — e Purchase Amount shall be decreased to $10,000,000 and the Maximum Commitment Advance Purc
• $30,000,000 — rchase Amount Cap shall be decreased to $30,000,000. The Company's right to direct B. Rile
• $25,000 — gal expenses in an amount not to exceed $25,000 in connection with Amendment No. 2. Th

Filing Documents

• tm2427681d2_8k.htm (8-K) — 30KB
• tm2427681d2_ex1-1.htm (EX-1.1) — 24KB
• tm2427681d2_ex5-1.htm (EX-5.1) — 10KB
• tm2427681d2_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-115469.txt ( ) — 247KB
• plug-20241107.xsd (EX-101.SCH) — 3KB
• plug-20241107_lab.xml (EX-101.LAB) — 33KB
• plug-20241107_pre.xml (EX-101.PRE) — 22KB
• tm2427681d2_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, Plug Power Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Original Agreement"), dated January 17, 2024, as amended by Amendment No. 1 to the Original Agreement, dated February 23, 2024 ("Amendment No. 1" and together with the Original Agreement, the "Sales 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 gross sales 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 November 7, 2024, the Company and B. Riley entered into Amendment No. 2 to the Sales Agreement ("Amendment No. 2") to increase the aggregate gross sales price of shares of Common Stock available for issuance under the Sales Agreement. As of November 7, 2024, the Company had offered and sold 219,835,221 shares of Common Stock having an aggregate gross sales price of approximately $677,245,001 under the Sales Agreement. Amendment No. 2 increased the aggregate gross sales price of Common Stock the Company may offer and sell pursuant to the Sales Agreement by approximately $375,171,995 to $1 billion. In addition, Amendment No. 2 provides that from and after the date hereof, through and including February 7, 2025, the Company will have 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 up to $11,000,000 (the "Maximum Commitment Advance Purchase Amount"), and to purchase in principal transactions (including any shares sold by B. Riley in agency transactions) in any calendar week up to $55,000,000 (the "Maximum Commitment Advance Purchase Amount C

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 1.1 Amendment No. 2 to At Market Issuance Sales Agreement, dated November 7, 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: November 7, 2024 By: /s/ Paul Middleton Name: Paul Middleton Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR