Current Report Filing (8-k)
August 14 2020 - 4:05PM
Edgar (US Regulatory)
0001093691
false
0001093691
2020-08-11
2020-08-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 11, 2020
Plug Power Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-34392
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22-3672377
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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of incorporation)
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Number)
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Identification No.)
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968 Albany Shaker Road,
Latham, New York
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12110
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (518) 782-7700
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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PLUG
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
On August 11, 2020, Plug Power
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan
Stanley & Co. LLC, as representative of the several underwriters named in Schedule I thereto (the “Underwriters”).
Pursuant to the terms and conditions of the Underwriting Agreement, the Company sold to the Underwriters 35,276,250 shares
(the “Initial Shares”) of common stock, par value $0.01 per share, including 4,601,250 shares of common stock (together with the Initial Shares, the “Shares”) sold pursuant to the full exercise of the
Underwriters' option to purchase additional shares, in
an underwritten registered public offering at a purchase price to the public of $10.25 per share (the “Purchase Price”).
The offering closed on
August 14, 2020, and the Company received net proceeds of approximately $344.7 million from the sale of the Shares after deducting the underwriting discounts and offering expenses. The
Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. However, the Company
has not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for losses
or damages arising out of or in connection with the sale of the Shares.
The foregoing is a summary description
of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1
to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the filing of the Underwriting
Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Goodwin Procter LLP, regarding the legality
of the Shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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Plug Power Inc.
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Date: August 14, 2020
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By:
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/s/ Paul Middleton
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Name: Paul Middleton
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Title: Chief Financial Officer
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