Plug Power Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Plug Power signed a new deal and sold some stock, more details to come.

AI Summary

On November 11, 2024, Plug Power Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities. Specific details regarding the agreement and the equity sales, including dollar amounts and dates, are not fully disclosed in this initial filing.

Why It Matters

This filing indicates Plug Power is entering into new financial commitments and potentially issuing new shares, which could impact its financial structure and stock price.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and equity sales, which carry inherent financial and market risks.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• November 11, 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
• $200.0 million — enture in aggregate principal amount of $200.0 million (the "Convertible Debenture") in exchan
• $190.0 million — yment by the Investor to the Company of $190.0 million. The Company expects to close the issua
• $2.90 — reon, at an initial conversion price of $2.90 (the "Fixed Price"), representing a con
• $22.5 million — stor will be permitted to convert up to $22.5 million aggregate principal amount of the Conve
• $22.5 million — tor may require the Company to amortize $22.5 million of the principal amount of the Converti

Filing Documents

• tm2428063d2_8k.htm (8-K) — 31KB
• 0001104659-24-116109.txt ( ) — 200KB
• plug-20241111.xsd (EX-101.SCH) — 3KB
• plug-20241111_lab.xml (EX-101.LAB) — 33KB
• plug-20241111_pre.xml (EX-101.PRE) — 22KB
• tm2428063d2_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 11, 2024, Plug Power Inc. (the "Company") entered into a Debenture Purchase Agreement (the "Debenture Purchase Agreement") with YA II PN, Ltd. (the "Investor") under which the Company agreed to sell and issue to the Investor an unsecured convertible debenture in aggregate principal amount of $200.0 million (the "Convertible Debenture") in exchange for the payment by the Investor to the Company of $190.0 million. The Company expects to close the issuance of the Convertible Debenture on or about November 12, 2024, subject to customary closing conditions, including the Company's filing of a prospectus supplement registering the resale of the shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), that may be issuable upon conversion of the Convertible Debenture. The Convertible Debenture ranks pari passu in right of payment with all other outstanding and future senior indebtedness of the Company. The Convertible Debenture will be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Convertible Debenture bears interest at a rate of 6.00% per annum and is payable on the second year anniversary of the issuance date of the Convertible Debenture (the "Maturity Date") or earlier redemption date. The interest rate will increase to a rate of 16.0% per annum upon the occurrence and during the continuance of an event of default under the Convertible Debenture. The Convertible Debenture provides that the Investor may convert all or any portion of the principal amount of the Convertible Debenture, together with any accrued and unpaid interest thereon, at an initial conversion price of $2.90 (the "Fixed Price"), representing a conversion premium of 146% to the last reported sale price of the Company's Common Stock on November 11, 2024. In certain circumstances, t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the Debenture Purchase Agreement, the Convertible Debenture and the shares of Common Stock that may be issued upon conversion of the Convertible Debenture is incorporated by reference into this Item 3.02. The Convertible Debenture was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares of Common Stock that may be issued upon conversion of the Convertible Debenture will be issued pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. A maximum of 182,148,267 shares of common stock may be issued upon conversion of the Convertible Debenture. The Company intends to file a resale registration statement for the resale of the Common Stock issuable upon conversion of the Convertible Debenture. 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 12, 2024 By: /s/ Paul Middleton Name: Paul Middleton Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR