8-K

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 23, 2023

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.)

968 Albany Shaker Road, Latham, New York	12110
(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 7.01 Regulation FD Disclosure

On August 23, 2023, Plug Power Inc., a Delaware corporation (the “Company”), will be hosting an Analyst Day conference in person near its hydrogen plant in Woodbine, Georgia from 8:00 a.m. through 2:00 p.m. Eastern Time. During the Analyst Day conference, the Company’s senior leadership team and hydrogen project team will provide an in-depth review of the Company’s accomplishments relating to its plant in Camden County, Georgia. A copy of the presentation that will be used at the Analyst Day conference is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. In connection with the foregoing, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The information included in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such future filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Title
99.1	Presentation of Plug Power Inc., dated August 23, 2023
99.2	Press Release of Plug Power Inc., dated August 23, 2023
104	Cover Page Interactive Data File (embedded within 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 23, 2023	By:	/s/ Paul Middleton
	Name:	Paul Middleton
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Copyright 202 2 , Plug Power Inc. Plug Power NASDAQ: PLUG Copyright 2023, Plug Power Inc.

2 Cautionary Note on Forward Looking Statements This presentation will include “forward - looking statements” about Plug Power Inc . (“Plug”) . These forward - looking statements will contain projections of Plug’s future results of operations, or of Plug’s business or financial position, or other forward - looking statements . We intend these forward - looking statements to be covered by the safe harbor provisions for forward - looking statements contained in Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . These forward - looking statements are based upon the current expectations, estimates, forecasts and projections as well as the current beliefs and assumptions of Plug’s management and are subject to significant risks and uncertainties and include, but are not limited to, statements about Plug’s projections regarding its future financial and market outlook ; Plug’s ability to execute on its strategies to build an end - to - end green hydrogen ecosystem ; Plug’s ability to attain certain cost - cutting measures ; Plug’s expectation that substantial growth will continue and its expectation regarding the underlying drivers of the company’s growth ; Plug’s expectation regarding sales and market opportunities ; Plug’s belief that its growth strategies will have the intended benefits ; Plug’s belief that hydrogen investments will accelerate revenue growth ; Plug’s ability to realize growth across multiple business units ; the anticipated benefits, capacity, capabilities, and output of Plug’s green hydrogen plant located in Georgia, including competitive advantages in Plug’s plant development and customer traction across its business ; Plug’s ability to realize its expansion plans that are underway in the Georgia plant ; the expectation that the Georgia plant will reduce Plug’s fuel margin ; Plug’s ability to meet its anticipated hydrogen network and outputs by 2025 ; the expectation that Plug’s green hydrogen network will produce hydrogen at a cost that is one - third of third - party purchases and the forecasted amount of the annual gross margin improvement upon sourcing all hydrogen internally ; Plug’s ability to continue to expand manufacturing capabilities and improve supply chain issues ; Plug’s ability to continue to deliver on expanding its green hydrogen network and capacity ; and the scalability of Plug’s hydrogen plants . You can identify the forward - looking statements by forward - looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “should,” “will,” “would,” “plan,” “projected,” “target” or the negative of such words or other similar words or phrases . Plug believes that it is important to communicate its future expectations to investors . Such statements should not be read as a guarantee of future performance or results . Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements, including that Plug continues to incur losses and might never achieve or maintain profitability, that Plug will need to raise additional capital to fund its operations and such capital may not be available to the company, global economic uncertainty, including inflationary pressures, fluctuating interest rates, bank failure, and supply chain disruptions, ensuring timely construction and completion of hydrogen generation projects, which may be delayed due to the Company’s inexperience with these project types, supply chain issues, and federal, state, and local permitting and regulatory issues and that Plug’s lack of extensive experience in manufacturing, and marketing of certain of its products may impact its ability to manufacture and market products on a profitable and large - scale commercial basis . For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward - looking statements, as well as risks relating to the business of Plug in general, see Plug’s public filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of Plug’s Annual Report on Form 10 - K for the year ended December 31 , 2022 , Quarterly Reports on Form 10 - Q for the quarters ended March 31 , 2023 and June 30 , 2023 , and any subsequent filings with the SEC . Readers are cautioned not to place undue reliance on these forward - looking statements . The forward - looking statements are made as of the date hereof and Plug undertakes no obligation to update such statements as a result of new information . Financial projections which are included in this presentation are based on assumptions and analyses made by management based on its experience and perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumsta nce s. There is no assurance that the financial projections will be realized. Information provided in this presentation is solely as of the date it is provided and may change or be modified at any time without notice. Market data and other statistical information used throughout this presentation are generally based on independent industry publications, reports by market res ear ch firms or other published independent sources. In addition, certain information contained herein has been obtained from sources prepared by other parties or by management.

CEO Andy Marsh

4 4 Plug is building an end - to - end green hydrogen ecosystem, from production, storage and delivery to energy generation, to help its customers meet their business goals and decarbonize the economy.

EVP General Manager, Energy Solutions and Chief Strategy Officer, Sanjay Shrestha

6 Sanjay Shrestha: EVP General Manager, Energy Solutions and Chief Strategy Officer Kevin Kopczynski : VP, Project Development Alan Sharkey: VP, Project Execution Brent Koski: VP, Hydrogen Energy Steve Baker: Georgia Plant Manager Jerry Kahil: VP, Finance Industry Leading Expertise • 3 years at Plug • 15 years at United Hydrogen: CFO & COO • 2 years at Plug • 10 years at EPC Company: VP, On - Shore Project Execution • 6 years at Shell International Projects: Senior Project Engineer and Site Coordinator • 4 years at Plug: Tennessee Plant Manager • 9 years US Marine Corps: Sgt. Cryogenics Equipment Operator • 8 years at Plug • 5 years at GE Power • 12 years at KPMG • CPA • 3 years at Plug • 5 years VC/PE investor • 4 years at First Solar: Senior Director of Corporate Development • 3 years at Enki Tech: CEO

VP Project Execution Alan Sharkey

8 Peachtree Green Hydrogen Plant - Camden County, Georgia • 15 TPD LH 2 (Future expansion to 30 TPD underway) • Grid connected • In - person sales showcase: product portfolio in action, customer training, construction details and planning • Design optimization and EPC benefit for other plants • Construction timeline of about 12 months vs. industry standard of 36 - 48 months Jul 2022 Sep 2022 Dec 2022 Mar 2023 May 2023 ELX Commissioning Cooling Towers Night shift Grid Substation

9 Peachtree Georgia 2023 Schedule Milestone Summary x Fill/Flush on ELX skids – June 2023 x ELX Stack Installs – July 2023 x Systems available for pre - commissioning – July 2023 x SMA Rectifier Commissioning Start – July/August 2023 x H2 Production – August 2023 Construction Details x Completed - Equipment Installations x Completed - Cold & Hot Commissioning on Rectifiers x Completed - Commissioning ELX Equipment » In Progress - Commissioning Liquefaction Equipment » In Progress - Plant Automation & Programming Plug Major Contractors & Vendors • S&B – EPC Contractor o Completed over 800,000 Safe Work Hours with Zero Recordable Safety Incidents • SMA – Rectifiers • Chart – Liquefaction & Storage • Priority Power – Plant Mini - Substations • ABB – Power Distribution Centers Installation He Compressor Hot Commissioning of Rectifiers Testing Final ELX Skid 2 Loops ELX Prep Energization Test Runs

10 Georgia Plant Layout with Expansion Plans

VP Hydrogen Strategy Brent Koski Georgia Plant Manager Steve Baker

12 Georgia plant strengthens our long - term positioning as the global leader in green hydrogen production Key Advantages : • Years of experience in electrolysis and liquefaction come together for the first time in GA • Expertise derived from our Georgia plant, coupled with ongoing endeavors at other green hydrogen sites and the substantial growth of our manufacturing scale, imparts a distinctive and unparalleled competitive advantage • Execution at Georgia facility paved the way for Plug's lumpsum turnkey EPC contract with Kiewit for our 45 TPD green hydrogen plant in Texas • Optimized plant design across all key capex items to lower capex on per TPD basis going forward Hydrogen Generation Hydrogen Delivery and Storage Liquefaction Hydrogen Molecule Supply Or

EVP General Manager, Energy Solutions and Chief Strategy Officer, Sanjay Shrestha VP Finance Jerry Kahil

14 As Georgia produces at its full capacity, this is expected to cut our fuel margin loss by as much as half from Q2 to Q4 2023 Baseline forecast includes cost downs if hydrogen was sourced from Plug’s internal network (~40% of 2023 demand) Plug expects its green hydrogen network to produce hydrogen at a cost that is one - third of our third - party purchases To clarify the estimated future impact, with a forecasted full year average customer demand of 65 tons of hydrogen fuel delivered per day, Plug would be able to achieve $100 million of gross margin improvement annually by sourcing all hydrogen internally from our plant network. Anticipated Impact of Plug’s Green Hydrogen Strategy Georgia Green Hydrogen Plant – April 2023

15 Plug’s US Network is expected to drive substantial margin expansion and expedite the energy transition 2023 Texas Louisiana Georgia Tennessee New York 2023 Projects Currently Under Construction And Or In Operation Texas Georgia Tennessee New York Louisiana Midwest YE 2025 – 500 TPD Southwest Texas II Gulf Coast

16 Thank you for coming - We appreciate your attendance!

EX-99.2

Exhibit 99.2

Plug Power Hosts Analyst Day, Showcasing the World’s First 15TPD Green Hydrogen Plant

LATHAM, N.Y., Aug. 23, 2023 (GLOBENEWSWIRE) -- Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the green hydrogen economy, today will host its Analyst Day showcasing the accomplishments to date of its 15 ton per day (TPD) liquid green hydrogen plant in Camden County, Georgia. Plug will share how the Georgia plant strengthens Plug’s long-term position as the global leader in green hydrogen production and supplier of electrolyzers. The day’s agenda will include a tour of the hydrogen plant.

The event will start with opening remarks by Andy Marsh, CEO of Plug. During the event, Sanjay Shrestha, EVP, GM of Energy Business and Plug’s Chief Strategy Officer, will discuss the benefits and the learnings to date from this plant. The plant was constructed in 12 months and has 40MW of Plug PEM electrolyzers. The plant is grid-connected, which should ensure a steady supply of power that is critical for a liquid hydrogen plant.

The insights Plug gained designing and constructing this plant are expected to result in design optimization and lower capital expenditure for the company’s other plants currently under construction. As the Georgia plant’s hydrogen production ramps up, it is anticipated to improve Plug’s fuel margin meaningfully from Q2 to Q4 2023.

"This is a momentous event. The construction of this plant brings together more than 40 years of expertise in electrolysis, " says Andy Marsh. "This hydrogen plant reinforces Plug’s dominance in green hydrogen. Congratulations to the Plug team for yet another pioneering milestone."

Sanjay Shrestha adds, “The valuable insights gained from our Georgia facility combined with our expanded electrolyzer manufacturing capacity gives Plug an unmatched competitive edge. Plug is excited to showcase the plant that will help ensure demand as customers expedite adoption of green hydrogen and decarbonize multiple different industries.

Slides from the event may be accessed via the investor relations section of the company’s website at https://www.ir.plugpower.com/events-and-presentations/default.aspx.

Safe Harbor Statement

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about Plug Power Inc. (“Plug”), including but not limited to statements about Plug’s belief that the Georgia plant will strengthen its long-term position as the global leader in green hydrogen production; Plug’s belief that its fuel margin loss will be cut meaningfully as the Georgia plant produces at full capacity and its belief that the Georgia plant will provide a steady supply of clean energy to meet customer demands; Plug’s ability to realize its expansion plans that are underway in the Georgia plant; Plug’s belief that the insights gained from its Georgia plant will provide the company with a unique and competitive edge and result in design optimization and lower capital expenditure for its other plants; ; Plug’s ability to execute on its strategies to build an end-to-end green hydrogen ecosystem and expedite customer adoption of green hydrogen; Plug’s ability to meet its anticipated hydrogen network and outputs by 2025; Plug’s ability to continue to expand manufacturing capabilities and improve supply chain issues; Plug’s ability to continue to deliver on expanding its green hydrogen network and capacity; and the scalability of Plug’s hydrogen plants. You can identify the forward-looking statements by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “should,” “will,” “would,” “plan,” “projected,” “target” or the negative of such words or other similar words or phrases. Plug believes that it is important to communicate its future expectations to investors. Such statements should not be read as a guarantee of future performance or results. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements, including that Plug continues to incur losses and might never achieve or maintain profitability, that Plug will need to raise additional capital to fund its operations and such capital may not be available to the company, global economic uncertainty, including inflationary pressures, fluctuating interest rates, bank failures, and supply chain disruptions, ensuring timely construction and completion of hydrogen generation projects, which may be delayed due to the Company’s inexperience with these project types, supply chain issues, and federal, state, and local permitting and regulatory issues and that Plug’s lack of extensive experience in manufacturing, and marketing of certain of its products may impact its ability to manufacture and market products on a profitable and large-scale commercial basis. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Plug in general, see Plug’s public filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of Plug’s Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30,2023, and any subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof, and Plug undertakes no obligation to update such statements as a result of new information except as may be required by law.

About Plug
Plug is building an end-to-end green hydrogen ecosystem, from production, storage and delivery to energy generation, to help its customers meet their business goals and decarbonize the economy. In creating the first commercially viable market for hydrogen fuel cell technology, the company has deployed more than 60,000 fuel cell systems and over 180 fueling stations, more than anyone else in the world, and is the largest buyer of liquid hydrogen.

With plans to build and operate a green hydrogen highway across North America and Europe, Plug is building a state-of-the-art Gigafactory to produce electrolyzers and fuel cells and multiple green hydrogen production plants that will yield 500 tons of liquid green hydrogen daily by year end 2025. Plug will deliver its green hydrogen solutions directly to its customers and through joint venture partners into multiple environments, including material handling, e-mobility, power generation, and industrial applications. For more information, visit www.plugpower.com.

MEDIA CONTACT

Kristin Monroe
Allison+Partners
plugPR@allisonpr.com

XML

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Cover [Abstract]
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Entity File Number	1-34392
Entity Registrant Name	Plug Power Inc.
Entity Central Index Key	0001093691
Entity Tax Identification Number	22-3672377
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	968 Albany Shaker Road
Entity Address, City or Town	Latham
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12110
City Area Code	518
Local Phone Number	782-7700
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PLUG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false