Plug Power Inc. Files 8-K with Material Agreements

TL;DR

Plug Power filed an 8-K on Feb 10, 2025, covering material agreements and equity sales.

AI Summary

On February 10, 2025, Plug Power Inc. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The filing also included financial statements and exhibits, indicating ongoing business activities and potential equity transactions for the company.

Why It Matters

This filing signals significant corporate actions by Plug Power Inc., potentially impacting its financial structure and operational agreements.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial pressure or dilution for existing shareholders.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-34392 (commission_file_number) — SEC File Number
• 22-3672377 (irs_number) — IRS Employer Identification No.
• 125 Vista Boulevard (address) — Address of principal executive offices
• Slingerlands (city) — City of principal executive offices
• New York (state) — State of principal executive offices
• 12159 (zip_code) — Zip code of principal executive offices
• 5187827700 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PLUG The Nasdaq Capital M
• $1 billion — the right to sell to the Investor up to $1 billion in the aggregate gross sales price (the
• $10.0 million — ock (in each case, an "Advance"), up to $10.0 million per day, by delivering written notice t
• $1,000,000 — estor a commitment fee in the amount of $1,000,000. The Purchase Agreement contains custo

Filing Documents

• tm255837d1_8k.htm (8-K) — 32KB
• tm255837d1_ex10-1.htm (EX-10.1) — 225KB
• 0001104659-25-010760.txt ( ) — 477KB
• plug-20250210.xsd (EX-101.SCH) — 3KB
• plug-20250210_lab.xml (EX-101.LAB) — 33KB
• plug-20250210_pre.xml (EX-101.PRE) — 22KB
• tm255837d1_8k_htm.xml (XML) — 3KB

01 Entry Into a Material definitive

Item 1.01 Entry Into a Material definitive Agreement. On February 10, 2025, Plug Power Inc. (the "Company") entered into that certain Standby Equity Purchase Agreement (the "Purchase Agreement") with YA II PN, LTD, an investment fund managed by Yorkville Advisors Global, LP. (the "Investor"), pursuant to which the Company has the right to sell to the Investor up to $1 billion in the aggregate gross sales price (the "Commitment Amount") of its common stock, par value $0.01 per share (the "Common Stock"), subject to certain limitations and conditions set forth in the Purchase Agreement. The Company is under no obligation to sell any of its Common Stock to the Investor under the Purchase Agreement. Upon the satisfaction of the conditions to the Investor's purchase obligation set forth in the Purchase Agreement, including having an effective registration statement and a prospectus supplement registering the resale of the Common Stock issuable under the Purchase Agreement on file with the Securities and Exchange Commission, the Company will have the right, but not the obligation, from time to time at its discretion (until the Purchase Agreement is terminated) to direct the Investor to purchase a specified number of shares of Common Stock (in each case, an "Advance"), up to $10.0 million per day, by delivering written notice to the Investor. The Common Stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 95% of the daily volume weighted average price of the Common Stock. The Company will control the timing and amount of any sales of Common Stock to the Investor. Actual sales of Common Stock to the Investor under the Purchase Agreement will depend on a variety of factors to be determined by the Company and its management from time to time, which may include, among other things, market conditions, the trading price of the Common Stock and determinations by the Company and its management as to the appropriate sources of fun

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Investor represented to the Company in the Purchase Agreement, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")). The Common Stock referred to in this Current Report on Form 8-K, once issued and sold, are being issued and sold by the Company to the Investor in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Common Stock referred to in Item 1.01 of this Current Report on Form 8-K has not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Standby Equity Purchase Agreement, dated February 10, 2025, between Plug Power Inc. and YA II PN, LTD. 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: February 10, 2025 By: /s/ Paul Middleton Paul Middleton Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR