Current Report Filing (8-k)
February 25 2021 - 6:08AM
Edgar (US Regulatory)
0001093691
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0001093691
2021-02-24
2021-02-24
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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):
February 24, 2021
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.
As previously reported on the Current Report on Form 8-K
filed on January 7, 2021, Plug Power Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase
Agreement”) dated as of January 6, 2021 with Grove Energy Capital LLC (“Grove Energy”), Plutus Capital
NY, Inc. and SK E&S Americas, Inc., each of which is a subsidiary of SK Holdings Co., Ltd. (“SK Holdings”),
in connection with a strategic partnership. On February 24, 2021, the Company consummated the transactions contemplated by
the Purchase Agreement, including issuing and selling to Grove Energy 54,966,188 shares of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), at a purchase price of $29.2893 per share or an aggregate purchase price
of approximately $1.6 billion (the “Investment”). Grove Energy owns approximately 9.6%
of the issued and outstanding Common Stock immediately following the Investment.
In connection with the closing of the Investment, on February 24,
2021, the Company, Grove Energy, SK Holdings and SK E&S Co., Ltd. (“SK E&S”) entered into an Investor
Agreement (the “Investor Agreement”) providing for certain rights and restrictions relating to the Investment as described
in the Current Report on Form 8-K filed on January 7, 2021. A copy of the Investor Agreement is filed herewith as Exhibit 10.1
and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report
on Form 8-K regarding the Purchase Agreement and the Investment is incorporated herein by reference. The Company offered and
sold the shares of Common Stock in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”). The Company is relying on this exemption from registration based in
part on representations made by Grove Energy in the Purchase Agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Pursuant
to the Investor Agreement, on February 24, 2021, the Company’s Board of Directors (the “Board”) appointed
Kyungyeol Song as a director of the Company, effective immediately. Mr. Song has
been designated as a Class III director to serve until the Company's 2023 Annual Meeting of Stockholders or until his successor
has been duly elected and qualified, or until his earlier death, removal or resignation. The Board has determined that Mr. Song
is an independent director as defined in the NASDAQ Stock Market listing standards. The Investor Agreement provides that Grove
Energy is entitled to designate one person (the “SK Designee”) to be appointed to the Board and Grove Energy selected
Mr. Song as the SK Designee. Grove Energy has the right to require the Board to nominate an SK Designee for election to the
Board by the stockholders of the Company at annual stockholder meetings until the earliest of (i) the date on which Grove
Energy and affiliates beneficially own less than 4.0% of the issued and outstanding Common Stock, (ii) February 24, 2023
in the event that the Company and SK E&S have not entered into a definitive joint venture agreement with respect to a joint
venture in Asia (the “Asia JV Agreement”), and (iii) any expiration or termination of the Asia JV Agreement.
In accordance with the Investor Agreement, Mr. Song will
not receive compensation from the Company for his service on the Board. In connection with his appointment to the Board, the Company
and Mr. Song entered into the Company’s standard indemnification agreement for non-employee directors.
There are no transactions in which Mr. Song has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 25,
2021, the Company issued a press release with respect to the closing of the Investment. A copy of the press release is furnished
herewith as Exhibit 99.1.
The information
included in this Item 7.01 and Exhibit 99.1 of this Current Report are not deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item and Exhibit 99.1
be incorporated by reference into the Company’s filings under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such future filing.
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: February 25, 2021
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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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