Plug Power Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On November 12, 2024, Plug Power Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-265488) relating to the potential resale by the selling stockholder named therein of up to 125,000,000 shares of the Company’s common stock issuable in connection with an unsecured convertible debenture in the aggregate principal amount of $200.0 million. The convertible debenture will be issued to the selling stockholder in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to that certain Debenture Purchase Agreement, dated November 11, 2024, between the Company and the selling stockholder, subject to the satisfaction of customary closing conditions, including the filing of the Prospectus Supplement. Upon the satisfaction of the closing conditions, the selling stockholder is irrevocably bound to purchase the convertible debenture for $190.0 million.
In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Goodwin Procter LLP, regarding the legality of the common stock issuable upon conversion of the convertible debenture, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in its opinion filed as Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
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: November 12, 2024 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||