Plug Power Inc. Announces Pricing of Upsized $280 Million Underwritten Offering

Rhea-AI Summary

Plug Power (NASDAQ: PLUG) has announced the pricing of an upsized underwritten offering of $280 million, consisting of 46.5 million shares of common stock and pre-funded warrants for 138.9 million shares. The offering includes a total of 185.4 million warrants.

The common stock and accompanying warrants are priced at $1.51 combined, while pre-funded warrants with accompanying warrants are set at $1.509. The pre-funded warrants have a $0.001 exercise price with immediate exercisability, while the standard warrants carry a $2.00 exercise price, exercisable after six months. Both warrant types expire in three years.

The offering, expected to close around March 20, 2025, will be sold to a single institutional investor. Oppenheimer & Co. Inc. serves as the sole book-running manager. The company plans to use proceeds for working capital and general corporate purposes, aiming to strengthen its financial position and drive towards profitability in 2025.

Positive

• Secured significant funding of $280 million to strengthen financial position
• Potential additional capital from warrant exercises at $2.00 per share
• Strategic focus on achieving profitability by 2025

Negative

• Significant shareholder dilution with 185.4M new shares/warrants issued
• Low offering price of $1.51 indicates weak market position
• Need for substantial capital raising suggests cash flow concerns

Insights

Financial Analyst

Plug Power's $280 million offering represents a significant capital raise relative to its $1.55 billion market cap, indicating substantial dilutionary impact for existing shareholders. The offering structure includes 46.5 million common shares and pre-funded warrants for 138.9 million additional shares at $1.51 per unit, a 6.8% discount to the current share price of $1.62.

The fact that this upsized offering was placed with a single institutional investor presents a mixed signal. While it demonstrates confidence from at least one major market participant, it might also suggest broader market interest. The warrant structure—with a $2.00 exercise price representing a 23% premium to current trading—creates potential future dilution but also establishes a reasonable upside target.

Most telling is management's explicit acknowledgment that this funding aims to "drive profitability in 2025," confirming ongoing cash burn concerns. The designation of proceeds for "working capital and general corporate purposes" rather than specific growth initiatives suggests this capital is primarily needed to sustain operations rather than accelerate expansion.

This financing effectively extends Plug Power's runway toward its profitability goals, but the substantial dilution and discounted pricing highlight the challenging position the company currently occupies in its journey to commercialize hydrogen technology at scale.

Upsized Offering Sold to Single Institutional Investor to Strengthen Financial Position and Drive Towards Profitability in 2025

SLINGERLANDS, N.Y., March 19, 2025 (GLOBE NEWSWIRE) -- Plug Power Inc. (“Plug Power”) (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the green hydrogen economy, announced the pricing of its underwritten registered offering of 46,500,000 shares of its common stock and in lieu of common stock, pre-funded warrants to purchase 138,930,464 shares of its common stock (together “Common Stock Equivalents”). The total number of Common Stock Equivalents sold in the offering is 185,430,464. The Common Stock Equivalents will be accompanied by a total of 185,430,464 warrants. The aggregate gross proceeds of the offering are expected to be approximately $280 million, before deducting underwriting discounts and commissions and other offering expenses payable by Plug Power, and excluding any proceeds that may be received from the exercise of the warrants.

Each share of common stock and accompanying warrant are being sold together at a combined offering price of $1.51. Each pre-funded warrant and accompanying warrant are being sold together at a combined offering price of $1.509.   The pre-funded warrants will have an exercise price of $0.001 per share, will be immediately exercisable and will expire three years from the date of issuance. The warrants will have an exercise price of $2.00 per share, will be exercisable six months from the date of issuance and will expire three years from the date of issuance. Plug Power intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering is expected to close on or about March 20, 2025, subject to customary closing conditions.

“The net proceeds from this offering will strengthen our financial position and help drive profitability in 2025.   We are taking disciplined actions to optimize operations, improve cash flow, and focus on strategic initiatives that support sustainable growth,” said Andy Marsh, Plug Power’s Chief Executive Officer. “This funding reinforces our long-term vision and financial resilience.”   

Oppenheimer & Co. Inc. is acting as the sole book-running manager for the offering. Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC and H.C. Wainwright & Co. are acting as co-managers for the offering.

The securities described are being offered by Plug Power pursuant to an automatic shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on June 8, 2022. A prospectus supplement related to the offering has been filed with the SEC. Before you invest, you should read the prospectus supplement and the accompanying prospectus in that registration statement and other documents filed with the SEC for more information about Plug Power and this offering. You may obtain these documents free of charge by visiting the SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad St., 26^th Floor, New York, NY 10004, by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com. This press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of such securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Plug Power

Plug Power is building the global hydrogen economy with a fully integrated ecosystem spanning production, storage, delivery, and power generation. A first mover in the industry, Plug Power provides electrolyzers, liquid hydrogen, fuel cell systems, storage tanks, and fueling infrastructure to industries such as material handling, industrial applications and energy producers—advancing energy independence and decarbonization at scale.

With electrolyzers deployed across five continents, Plug Power leads in hydrogen production, delivering large-scale projects that redefine industrial power. The company has deployed over 72,000 fuel cell systems and 275 fueling stations and is the largest user of liquid hydrogen. Plug Power is rapidly expanding its generation network to ensure a reliable, domestically produced hydrogen supply. With plants already operational in Georgia and Tennessee, and Louisiana set to come online in 2025, Plug power ’s total production capacity is on track to reach 39 tons per day.

With employees and state-of-the-art manufacturing facilities across the globe, Plug Power powers global leaders like Walmart, Amazon, Home Depot, BMW, and BP.

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding the offering, the anticipated use of the net proceeds from the offering, the expectations regarding the impact of the net proceeds on the company’s business, and the timing of the closing of the offering, are forward-looking statements.

These forward-looking statements are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Plug Power’s control. Plug Power’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risks related to the offering and uncertainties related to market conditions. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Plug Power’s filings and reports with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2024, as well as other filings and reports that are filed by Plug Power from time to time with the SEC. These forward-looking statements should not be relied upon as representing Plug Power’s views as of any date subsequent to the date of this press release, and you should not place undue reliance on such statements. Except as required by law, Plug Power undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact

Fatimah Nouilati
Allison
plugPR@allisonpr.com

FAQ

What is the size and structure of Plug Power's (PLUG) March 2025 offering?

PLUG's offering totals $280 million, comprising 46.5M common shares and pre-funded warrants for 138.9M shares, with 185.4M total warrants at $1.51 per unit.

What are the warrant terms in PLUG's March 2025 offering?

Pre-funded warrants ($0.001 exercise price) are immediately exercisable, while standard warrants ($2.00 exercise price) are exercisable after 6 months. Both expire in 3 years.

When will PLUG's March 2025 offering close?

The offering is expected to close on or about March 20, 2025, subject to customary closing conditions.

How will PLUG use the proceeds from its March 2025 offering?

Proceeds will be used for working capital and general corporate purposes, aiming to strengthen financial position and drive profitability in 2025.

Who is the primary investor in PLUG's March 2025 offering?

The offering is being sold to a single institutional investor, though the specific investor is not named in the release.