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 30, 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 8.01. Other Events.

On August 30, 2023, Plug Power Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had reached a settlement of a civil administrative proceeding with the Securities and Exchange Commission (the “SEC”) related to the Company’s restatement of its previously issued financial statements as of and for the years ended December 31, 2019 and 2018, and as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, and September 30, 2020 and 2019.

The Company, without admitting or denying the findings, agreed to a cease-and-desist order regarding Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended, and Rules 13a-1, 13a-13, and 13a-15(a) - (c) thereunder. As part of the settlement, the Company agreed to a civil monetary penalty in the amount of $1.25 million. Additionally, the Company has undertaken to fully remediate its material weakness and publicly disclose the same within one year from the date of the order. If the Company is unable to remediate its material weakness by that date, an additional civil monetary penalty in the amount of $5 million will be due within 90 days from one year from the date of the order.

In determining to accept the Company’s offer of settlement, the SEC considered remedial acts promptly undertaken by the Company and cooperation afforded the SEC staff.

A copy of the press release announcing the settlement is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Title
99.1	Press Release of Plug Power Inc., dated August 30, 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 30, 2023	By:	/s/ Paul Middleton
	Name:	Paul Middleton
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Plug Power Announces Settlement with SEC

LATHAM, N.Y., Aug. 30, 2023 -- Plug Power Inc. (NASDAQ:PLUG), a global leader in comprehensive hydrogen solutions for the green hydrogen economy, today announced the settlement of a civil administrative proceeding with the U.S. Securities and Exchange Commission (“SEC” or “Commission”) related to the Company’s March 16, 2021 announcement that the financial statements in its prior annual reports on Form 10-K for 2018 and 2019, and quarterly reports on Form 10-Q for 2019 and 2020, should no longer be relied upon. On May 14, 2021, the Company filed a Form 10-K for 2020 that included restated financial statements for those periods.

The Company, without admitting or denying the findings, agreed to a cease-and-desist order regarding Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act, and Rules 13a-1, 13a-13, and 13a-15(a) - (c) thereunder. The SEC’s order can be found at  https://www.sec.gov/files/litigation/admin/2023/34-98243.pdf. As part of the settlement, the Company agreed to a civil monetary penalty in the amount of $1.25 million. Additionally, the Company has undertaken to fully remediate its material weakness and publicly disclose the same within one year from the date of the order. If the Company is unable to remediate its material weakness by that date, an additional civil monetary penalty in the amount of $5 million will be due within 90 days from one year from the date of the order.

In determining to accept the Company’s offer of settlement, the Commission considered remedial acts promptly undertaken by the Company and cooperation afforded the Commission staff. Specifically, the Company prepared and began implementing a remediation plan in 2021, which includes the following remedial measures: (i) hiring additional resources, including approximately 60 new employees in its accounting and finance department and internal audit; (ii) utilizing third-party resources with appropriate technical accounting expertise, and strengthening internal training, to help the Company’s employees identify and address complex technical accounting issues that affect the financial statements; (iii) designing and implementing a continuous risk-assessment process to identify and assess risks of material misstatements, and to help ensure that financial-reporting processes and related internal controls are properly designed, maintained, and documented to respond to such risks in financial reporting; (iv) implementing more analysis and review procedures and documentation for the application of GAAP, complex accounting matters, and key accounting policies; (v) augmenting estimation policies and procedures to be more robust and consistent with overall market dynamics, including evaluating the Company’s operating environment to ensure operating effectiveness of certain process-level controls; (vi) deploying new tools and tracking mechanisms to enhance and maintain appropriate documentation concerning the classification of certain operating expenses; and (vii) reporting regularly to the Company’s Audit Committee concerning progress and results, including the identification, status, and resolution of control deficiencies.

“We are pleased to announce we have reached a settlement with the SEC. Plug has diligently and fully cooperated with the SEC throughout the process and took prompt corrective measures and extensive remedial actions and steps to improve and enhance our policies, procedures, and internal controls over financial reporting,” said Andy Marsh, CEO of Plug Power.

About Plug Power Inc.         

Plug Power is building the hydrogen economy as the leading provider of comprehensive hydrogen fuel cell (HFC) turnkey solutions. The Company’s innovative technology powers electric motors with hydrogen fuel cells amid an ongoing paradigm shift in the power, energy, and transportation industries to address climate change and energy security, while providing efficiency gains and meeting sustainability goals. Plug Power created the first commercially viable market for HFC technology. As a result, the Company has deployed over 60,000 fuel cell systems for e-mobility, more than anyone else in the world, and has become the largest buyer of liquid hydrogen, having built and operated a hydrogen highway across North America. Plug Power delivers a significant value proposition to end-customers, including meaningful environmental benefits, efficiency gains, fast fueling, and lower operational costs. Plug Power’s vertically integrated GenKey solution ties together all critical elements to power, fuel, and provide service to customers such as Amazon, BMW, The Southern Company, Carrefour, and Walmart. The Company is now leveraging its know-how, modular product architecture and foundational customers to rapidly expand into other key markets including zero-emission on-road vehicles, robotics, and data centers.

SOURCE: PLUG POWER

MEDIA CONTACT

Kristin Monroe

Allison+Partners

plugPR@allisonpr.com

XML

Cover	Aug. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2023
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
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