UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed in the Current Report on Form 8-K filed by Plug Power Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 19, 2025, the Company sold, among other securities, warrants to purchase 185,430,464 shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to an underwriting agreement with Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I therein. The warrants have an exercise price per share of Common Stock equal to $2.00 and will expire on March 20, 2028.
The warrants were sold pursuant to a prospectus supplement dated March 19, 2025 and an accompanying base prospectus that formed part of the Company’s automatic registration statement on Form S-3 (File No. 333-265488), which was filed by the Company with the SEC on June 8, 2022 and declared automatically declared effective by the SEC (the “Prior Registration Statement”). On May 27, 2025, the Company filed a new registration statement on Form S-3 (Registration No. 333-287577) (the “New Registration Statement”), which became effective upon filing with the SEC, to replace the expiring Prior Registration Statement. On September 22, 2025, the Company filed a prospectus supplement to the New Registration Statement to register for resale the shares of Common Stock that may be issuable upon exercise of the warrants. A copy of the opinion of Goodwin Procter LLP relating to the legality of the shares of Common Stock issuable upon exercisable of the warrants is attached as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 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: September 22, 2025 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||