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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 23, 2024
Plug Power Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-34392 |
|
22-3672377 |
| (State or other jurisdiction |
|
(Commission File |
|
(IRS Employer |
| of incorporation) |
|
Number) |
|
Identification No.) |
| |
|
|
|
|
968 Albany Shaker Road,
Latham, New York |
|
12110 |
| (Address of principal executive offices) |
|
(Zip Code) |
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 |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.01 per share |
|
PLUG |
|
The Nasdaq Capital Market |
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 disclosed, on January 17, 2024,
Plug Power Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Original Agreement”)
with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may, from time to time, offer and sell shares
of the Company’s common stock, par value $0.01 per share (“Common Stock”), through or to B. Riley, as sales agent or
principal, having an aggregate offering price of up to $1.0 billion in an “at the market offering” as defined in Rule 415
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). On February 23, 2024, the Company and
B. Riley entered into Amendment No. 1 to the Original Agreement (the “Amendment” and, together with the Original Agreement,
the “Sales Agreement”) to increase the aggregate offering price of shares of Common Stock available for issuance under the
Original Agreement. As of February 23, 2024, the Company had offered and sold 77,417,069 shares of Common Stock having an
aggregate offering price of approximately $302,073,006 under the Original Agreement. The Amendment increased the aggregate offering price
of common stock the Company may offer and sell pursuant to the Sales Agreement by $302,073,006 to $1 billion.
In addition, the Amendment increased the number
of shares of Common Stock that the Company has the right, but not the obligation, from time to time at its sole discretion, to direct
B. Riley on any day to act on a principal basis and purchase from the Company from $10,000,000 to $11,000,000 (the “Maximum Commitment
Advance Purchase Amount”), and increased the aggregate amount of shares of Common Stock that the Company may direct B. Riley to
purchase as principal in principal transactions (including any shares sold by B. Riley in agency transactions) in any calendar week from
$30,000,000 to $55,000,000 (the “Maximum Commitment Advance Purchase Amount Cap”).
On and after June 1, 2024, so long as the
Company’s market capitalization is no less than $1,000,000,000, the Maximum Commitment Advance Purchase Amount shall remain $11,000,000
and the Maximum Commitment Advance Purchase Amount Cap shall remain $55,000,000. If the Company’s market capitalization is less
than $1,000,000,000 on and after June 1, 2024, the Maximum Commitment Advance Purchase Amount shall be decreased to $10,000,000 and
the Maximum Commitment Advance Purchase Amount Cap shall be decreased to $30,000,000.
The material terms and conditions
of the Sales Agreement otherwise remain unchanged.
B. Riley will be entitled to receive from the Company
a commission in an amount (i) up to 3.0% of the gross sales price per Share sold through it as agent in agency transactions and (ii) equal
to 5.0% of the purchase price per Share sold to B. Riley, as principal in principal transactions. The Company has agreed to provide B.
Riley with customary indemnification and contribution rights. The Company will also reimburse B. Riley for certain specified expenses
as set forth in the Sales Agreement.
The Shares will be issued pursuant to the Company’s
automatic shelf registration statement on Form S-3 (File No. 333- 265488), which became effective upon filing with the SEC on
June 8, 2023, the prospectus supplement, dated and filed with the SEC pursuant to Rule 424(b) under the Securities Act
on January 17, 2024, and Amendment No. 1 to the prospectus supplement dated and filed with the SEC pursuant to Rule 424(b) under
the Securities Act on February 23, 2024.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as
Exhibit 1.1 and incorporated by reference herein. A copy of the full text of the Original Agreement was filed as Exhibit 1.1
to the Company’s Current Report on Form 8-K with the SEC on January 17, 2024. A copy of the opinion of Goodwin Procter
LLP with respect to the validity of the shares of Common Stock that may be offered and sold pursuant to the Sales Agreement is filed herewith
as Exhibit 5.1.
This Current Report shall not constitute an offer
to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of such securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
Item 8.01 Other Events.
The
Company filed a prospectus supplement pursuant to Rule 424(b)(5) under the Securities Act with the Securities and Exchange Commission
(the “SEC”) on January 17, 2024 registering the shares of Common Stock that may be sold pursuant to the Original Agreement.
As filed, the prospectus supplement inadvertently listed an incorrect registration number due to a filing error. This Current Report
on Form 8-K is being filed to correct the registration number under which the prospectus supplement was filed by the Company. The
correct registration number is 333-265488.
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.
| |
|
Plug Power Inc. |
| |
|
| Date: February 23, 2024 |
By: |
/s/ Paul Middleton |
| |
|
Name: Paul Middleton |
| |
|
Title: Chief Financial Officer |
Exhibit 1.1
AMENDMENT
NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT
February 23, 2024
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
Ladies and Gentlemen:
Plug Power Inc., a Delaware
corporation (the “Company”), and B. Riley Securities, Inc. (the “Agent”), are parties to that
certain At Market Issuance Sales Agreement dated January 17, 2024 (the “Original Agreement”). All capitalized
terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company and Agent desire to amend the
Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:
1. As
of the date hereof, the references to “Prospectus Supplement” shall refer to the prospectus supplement relating to
the offering and sale of the Shares filed by the Company with the Commission pursuant to Rule 424(b) on January 17, 2024,
as amended by the prospectus supplement filed by the Company on the date hereof, in the form furnished by the Company to the Agent in
connection with the offering of the Placement Shares.
2. Schedule
2(b) of the Original Agreement is amended to add the following definition:
“Increased Maximum Commitment
Advance Purchase Amount” means $11,000,000; provided however only one Commitment Advance Purchase may be requested per day.
Notwithstanding the forgoing, the aggregate Commitment Advance Purchases in a calendar week, inclusive of any sales of Agency Placement
Shares in Agency Transactions pursuant to the At Market Issuance Sales Agreement, shall not exceed $55,000,000. For the avoidance of
doubt, the maximum principal obligation of B. Riley hereunder is conditioned only upon the issuance of the Principal Placement Shares
in accordance with the contractual terms of this provision and shall accrete over time with each Commitment Advance Notice issued under
this Agreement such that at any instance in time under this Agreement the total accrued obligations of B. Riley as of any Commitment
Advance Notice Date is the aggregate sum of all Commitment Advance Purchases made by B. Riley hereunder less the total amount of Principal
Placement Shares sold by B. Riley prior to such date.
3. As
of the date hereof, through and including May 31, 2024 and subject to Section 4 below, all references to the Maximum Commitment
Advance Purchase Amount shall mean the Increased Maximum Commitment Advance Purchase Amount.
4. On
and after June 1, 2024, so long as the Company has a Market Capitalization (defined below) of not less than $1,000,000,000 at the
applicable Commitment Advance Notice Date, all references to the Maximum Commitment Advance Purchase Amount shall mean the Increased
Maximum Commitment Advance Purchase Amount. If at any applicable Commitment Advance Notice Date on and after June 1, 2024, the
Company has a Market Capitalization of less than $1,000,000,000, the Company shall instead be subject to the Maximum Commitment Advance
Purchase Amount unless and until such time as the Company’s Market Capitalization is not less than $1,000,000,000.
For purposes hereof, “Market
Capitalization” means, as of any applicable Commitment Advance Notice Date, the product of (a) the total number of issued
and outstanding shares of Common Stock (exclusive, for the avoidance of doubt, of any shares of Common Stock issuable upon the exercise
of options or warrants or conversion of any convertible securities), multiplied by the Closing Sale Price on the Trading Day immediately
prior to the applicable Commitment Advance Notice Date.
5. As
of the date hereof, each of the Maximum Amount and the Aggregate Commitment Advance Amount shall mean $1,000,000,000, exclusive of any
sales pursuant to the Original Agreement prior to the date hereof.
6. All
references to “January 17, 2024” set forth in Schedule 1, Schedule 2(b) and Exhibit 7(l) of the Original
Agreement are revised to read “January 17, 2024 (as amended by Amendment No. 1, dated February 23, 2024)”.
7. The
Company will pay fees and disbursements of counsel to the Agent of up to $25,000 incurred in connection with this Amendment and other
related documents.
8. Except
as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.
9. This
Amendment, together with the Original Agreement (including all exhibits attached thereto), constitutes the entire agreement and supersedes
all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject
matter hereof. Neither this Amendment nor any term hereof may be amended except pursuant to a written instrument executed by the Company
and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force
and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein
shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties
as reflected in this Amendment. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement
as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement
shall continue to refer to the date of the Original Agreement.
10. THIS
AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. THE COMPANY AND THE AGENT EACH HEREBY IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11. EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH
OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY,
AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AMENDMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
12. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic
transmission (e.g., PDF).
[Remainder of Page Intentionally Blank]
If the foregoing correctly
sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon
this Amendment shall constitute a binding amendment to the Original Agreement between the Company and the Agent.
| |
Very truly yours, |
| |
|
|
| |
|
PLUG POWER, INC. |
| |
|
|
| |
|
|
| |
|
By: |
|
| |
|
|
Name: Paul B. Middleton |
| |
|
|
Title: Chief Financial Officer |
| |
|
|
|
| |
|
|
| |
ACCEPTED as of the date first-above written: |
| |
|
|
| |
|
B. RILEY SECURITIES, INC. |
| |
|
|
| |
|
By: |
|
| |
|
|
Name: Patrice McNicoll |
| |
|
|
Title: Co-Head of Investment Banking |
[Signature Page to Amendment
No. 1 to Sales Agreement]
Exhibit 5.1
 |
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
February 23, 2024 |
Plug Power Inc.
968 Albany-Shaker Road
Latham, NY 12110
Re: Securities
Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with
your filing of a Registration Statement on Form S-3 (File No. 333-265488) (as amended or supplemented, the “Registration
Statement”) filed on June 8, 2022 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Plug Power Inc., a Delaware
corporation (the “Company”), of any combination of securities of the types specified therein. The Registration Statement became
effective upon filing with the Commission on June 8, 2022. Reference is made to our opinion letter dated June 8, 2022 and included as
Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement
filed on January 17, 2024 by the Company with the Commission pursuant to Rule 424 under the Securities Act, as amended by Amendment
No. 1 to the prospectus supplement filed on February 23, 2024 by the Company with the Commission pursuant to Rule 424 under the Securities
Act (collectively, the “Prospectus Supplement”). The Prospectus Supplement relates to the offering by the Company of up to
$1,000,000,000 in aggregate offering price of shares (the “Shares”) of the Company’s common stock, par value $0.01 per
share (“Common Stock”), covered by the Registration Statement. The Shares are being offered and sold by the sales agent named
in, and pursuant to, the At Market Issuance Sales Agreement, dated as of January 17, 2024, as amended on February 23, 2024, between the
Company and such sales agent.
We have reviewed such documents and made such examination
of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates
of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we
have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s
board of directors prior to the date hereof (the “Minimum Price”) and that no event occurs that causes the number of authorized
shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares that may be issued for
the Minimum Price.
For purposes of the opinion set forth below, we
refer to the following as “Future Approval and Issuance”: (a) the approval by the Company’s board of directors (or a
duly authorized committee of the board of directors) of the issuance of the Shares (the “Approval”) and (b) the issuance of
the Shares in accordance with the Approval and the receipt by the Company of the consideration (which shall not be less than the par value
of such Shares) to be paid in accordance with the Approval.
Plug Power Inc.
February 23, 2024
Page 2
The opinion set forth below is limited to the Delaware
General Corporation Law.
Based on the foregoing, we are of the opinion that
the Shares have been duly authorized and, upon Future Approval and Issuance, will be validly issued, fully paid and nonassessable.
This opinion is being furnished to you for submission
to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”),
which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit
to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ GOODWIN PROCTER LLP |
| |
|
| |
GOODWIN PROCTER LLP |
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Plug Power (NASDAQ:PLUG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Plug Power (NASDAQ:PLUG)
Historical Stock Chart
From Nov 2023 to Nov 2024
