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0001093691
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2025-08-15
2025-08-15
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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 15, 2025
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.) |
125 Vista Boulevard,
Slingerlands, New York |
|
12159 |
| (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’S. 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, Plug Power Inc. (the “Company”)
entered into an At Market Issuance Sales Agreement, dated January 17, 2024 (the “Original Agreement”), as amended by
Amendment No. 1 to the Original Agreement, dated February 23, 2024 (“Amendment No. 1”), and Amendment No. 2
to the Original Agreement, dated November 7, 2024 (“Amendment No. 2” and together with the Original Agreement and
Amendment No. 1, the “Sales 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 (the “Shares”),
through or to B. Riley, as sales agent or principal, having an aggregate gross sales 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 August 15, 2025, the Company and B. Riley entered into Amendment No. 3 to the Sales Agreement (“Amendment No. 3”)
to extend the term of the Sales Agreement. Unless earlier terminated, the Sales Agreement, as amended by Amendment No. 3, will terminate
upon the earlier to occur of (i) August 15, 2027 and (ii) the issuance and sale of all of the Shares under the Sales Agreement.
The Company has agreed to reimburse B. Riley for its legal expenses in an amount not to exceed $25,000 in connection with Amendment No. 3.
The material terms and conditions of the Sales Agreement otherwise remain unchanged.
The Shares will be issued pursuant to the Company’s
automatic shelf registration statement on Form S-3 (File No. 333-287577), which became effective upon filing with the Securities
and Exchange Commission (the “SEC”) on May 27, 2025 and the prospectus supplement, dated and filed with the SEC pursuant
to Rule 424(b) under the Securities Act on August 15, 2025.
The foregoing description of Amendment No. 3
does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, 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 full text of Amendment No. 1
was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on February 23, 2024, and a copy
of the full text of Amendment No. 2 was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the
SEC on November 8, 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, as amended by Amendment No. 3, 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Title |
| 1.1 |
|
Amendment No. 3 to At Market Issuance Sales Agreement, dated August 15, 2025, by and between Plug Power Inc. and B. Riley Securities, Inc. |
| 5.1 |
|
Opinion of Goodwin Procter LLP |
| 23.1 |
|
Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: August 15, 2025 |
By: |
/s/ Paul Middleton |
| |
|
Name: Paul Middleton |
| |
|
Title: Chief Financial Officer |
