Plug Power (NASDAQ:PLUG)
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1 Month : From Oct 2018 to Nov 2018
Plug Power Inc. (NASDAQ:PLUG), today announced that it has entered into definitive agreements with certain accredited investors in connection with a $35.0 million private placement of its Series E Convertible Preferred Stock, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. Upon the closing of the transaction, Plug Power expects to issue to such investors 35,000 shares of the Series E Convertible Preferred Stock. The Series E Convertible Preferred Stock will be convertible into shares of common stock at a conversion price of $2.31 per share. The closing is expected to occur on or about November 2, 2018, subject to customary closing conditions.
Subject to the terms of the Certificate of Designations of the Series E Convertible Preferred Stock, commencing on May 1, 2019 and on the first trading day of each month thereafter through the eighteen month anniversary of the closing, Plug Power is required to redeem the Series E Convertible Preferred Stock in thirteen equal monthly installments of $2,693,000 each. The redemption price will be equal to the face amount of the Series E Convertible Preferred Stock being redeemed. The redemption price will be payable in cash at 105% of the face value of the shares being redeemed or, at Plug Power’s option and subject to certain conditions, in shares of Plug Power’s registered common stock valued based on a discounted VWAP formula or a combination of cash and registered common stock.
Plug Power intends to use the net proceeds of the offering for general corporate purposes, including working capital.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
The securities to be sold in the transaction have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. Plug Power has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable upon conversion of the Series E Convertible Preferred Stock. Plug Power has agreed to file the registration statement within 15 days of the closing of the transaction.
Oppenheimer & Co. Inc. acted as the sole placement agent for the transaction.
Plug Power Inc. Safe Harbor Statement
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about the Company, including but not limited to statements about our expectations regarding the closing of the transaction. Investors are cautioned that such statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times that, or by which, such performance or results will have been achieved. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. For additional disclosure regarding these and other risks faced by the Company, see the disclosures contained in our public filings with the SEC, including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017 and our Quarterly Reports for the three months ended March 31, 2018 and June 30, 2018. Investors should consider these factors in evaluating the forward-looking statements included in this communication and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and the Company undertakes no obligation to update such statements as a result of new information.
Media Contact Kate Gundry Pluck 617.797.5174 email@example.com
Source: Plug Power, Inc.