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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): September 29, 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.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, 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”), Amendment
No. 2 to the Original Agreement, dated November 7, 2024 (“Amendment No. 2”), and Amendment No. 3 to the Original Agreement,
dated August 15, 2025 (“Amendment No. 3” and, together with the Original Agreement, Amendment No. 1 and Amendment No. 2, 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. On September 29, 2025, the Company entered into Amendment
No. 4 to the Sales Agreement (“Amendment No. 4”) to add Yorkville Securities, LLC as an additional sales agent and/or principal
through which the Company may offer and sell the Shares pursuant to the Sales Agreement. The material terms and conditions of the Sales
Agreement otherwise remain unchanged.
The foregoing description
of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4,
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 Securities and Exchange Commission (“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, 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, and a copy of the full text of Amendment No. 3 was filed as Exhibit 1.1 to the Company’s
Current Report on Form 8-K with the SEC on August 15, 2025.
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. 4 to At Market Issuance Sales Agreement, dated September 29, 2025, by and among Plug Power Inc., B. Riley Securities, Inc. and Yorkville Securities, LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded with 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: September 30, 2025 |
By: |
/s/ Paul Middleton |
| |
|
Name: Paul Middleton |
| |
|
Title: Chief Financial Officer |
