Nature of Operations	9 Months Ended
Sep. 30, 2024
Nature of Operations
Nature of Operations	1. Nature of Operations Plug Power Inc. (the “Company”, “Plug”, “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. We are focusing our efforts on (a) industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; (b) production of hydrogen; and (c) stationary power systems that will support critical operations, such as data centers, microgrids, and generation facilities, in either a backup power or continuous power role, and replace batteries, diesel generators or the grid for telecommunication logistics, transportation, and utility customers. Plug expects to support these products and customers with an ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications. Liquidity and Capital Resources The Company’s working capital was $847.1 million as of September 30, 2024, which included unrestricted cash and cash equivalents of $93.9 million and restricted cash of $906.3 million. On January 17, 2024, the Company entered into the At Market Issuance Sales Agreement (the “Original ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion. As of February 23, 2024, the Company had $697.9 million remaining authorized for issuance under the Original ATM Agreement. On February 23, 2024, the Company and B. Riley entered into Amendment No. 1 to the Original ATM Agreement (“Amendment No. 1” and, together with the Original ATM Agreement, the “ATM Agreement”) to increase the aggregate gross sales price of shares of the Company’s common stock available for future issuance under the Original ATM Agreement to $1.0 billion. Under the ATM Agreement, the Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day (the “Maximum Commitment Advance Purchase Amount”) if the Company’s market capitalization is more than $1.0 billion (or up to $10.0 million if the Company’s market capitalization is less than $1.0 billion) and up to $55.0 million of shares in any calendar week (the “Maximum Commitment Advance Purchase Amount Cap”) if the Company’s market capitalization is more than $1.0 billion (or up to $30.0 million if the Company’s market capitalization is less than $1.0 billion). As of November 7, 2024, the Company had offered and sold 219,835,221 shares of common stock having an aggregate gross sales price of approximately $677.2 million under the ATM Agreement and shares of the Company’s common stock having an aggregate gross sales price of approximately $624.8 million remained available for issuance and sale under the ATM Agreement. On November 7, 2024, the Company entered into Amendment No. 2 to the Original ATM Agreement (“Amendment No. 2” and together with the ATM Agreement, the “Amended ATM Agreement”) with B. Riley. Amendment No. 2 increased the aggregate gross sales price of the Company’s common stock the Company may offer and sell pursuant to the Amended ATM Agreement by approximately $375.2 million to $1.0 billion. From and after November 7, 2024, through and including February 7, 2025, the Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase from the Company up to the Maximum Commitment Advance Purchase Amount of $11.0 million and up to the Maximum Commitment Advance Purchase Amount Cap of $55.0 million (including any shares sold by B. Riley in agency transactions) in any calendar week. If the Company’s market capitalization is less than $1.0 billion on and after February 8, 2025, the Maximum Commitment Advance Purchase Amount shall be decreased to $10.0 million and the Maximum Commitment Advance Purchase Amount Cap shall be decreased to $30.0 million. On November 11, 2024, the Company entered into a Debenture Purchase Agreement with YA II PN, Ltd. under which the Company agreed to sell and issue to the Investor an unsecured convertible debenture in aggregate principal amount of $200.0 million in exchange for the payment by the Investor to the Company of $190.0 million. The Company expects to close the issuance of the Convertible Debenture on or about November 12, 2024, subject to customary closing conditions. For more information, see Note 24, “Subsequent Events”. On July 22, 2024, the Company sold 78,740,157 shares of its common stock at a public offering price of $2.54 per share for net proceeds of $191.0 million after deducting the underwriting discount and related offering expenses. The Company believes that its working capital and cash position, together with its right to direct B. Riley to purchase shares directly from the Company under the Amended ATM Agreement, will be sufficient to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements.

Nature of Operations

9 Months Ended

Sep. 30, 2024

1. Nature of Operations

Plug Power Inc. (the “Company”, “Plug”, “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. We are focusing our efforts on (a) industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; (b) production of hydrogen; and (c) stationary power systems that will support critical operations, such as data centers, microgrids, and generation facilities, in either a backup power or continuous power role, and replace batteries, diesel generators or the grid for telecommunication logistics, transportation, and utility customers. Plug expects to support these products and customers with an ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications.

Liquidity and Capital Resources

The Company’s working capital was $847.1 million as of September 30, 2024, which included unrestricted cash and cash equivalents of $93.9 million and restricted cash of $906.3 million. On January 17, 2024, the Company entered into the At Market Issuance Sales Agreement (the “Original ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion. As of February 23, 2024, the Company had $697.9 million remaining authorized for issuance under the Original ATM Agreement. On February 23, 2024, the Company and B. Riley entered into Amendment No. 1 to the Original ATM Agreement (“Amendment No. 1” and, together with the Original ATM Agreement, the “ATM Agreement”) to increase the aggregate gross sales price of shares of the Company’s common stock available for future issuance under the Original ATM Agreement to $1.0 billion. Under the ATM Agreement, the Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day (the “Maximum Commitment Advance Purchase Amount”) if the Company’s market capitalization is more than $1.0 billion (or up to $10.0 million if the Company’s market capitalization is less than $1.0 billion) and up to $55.0 million of shares in any calendar week (the “Maximum Commitment Advance Purchase Amount Cap”) if the Company’s market capitalization is more than $1.0 billion (or up to $30.0 million if the Company’s market capitalization is less than $1.0 billion). As of November 7, 2024, the Company had offered and sold 219,835,221 shares of common stock having an aggregate gross sales price of approximately $677.2 million under the ATM Agreement and shares of the Company’s common stock having an aggregate gross sales price of approximately $624.8 million remained available for issuance and sale under the ATM Agreement.

On November 7, 2024, the Company entered into Amendment No. 2 to the Original ATM Agreement (“Amendment No. 2” and together with the ATM Agreement, the “Amended ATM Agreement”) with B. Riley. Amendment No. 2 increased the aggregate gross sales price of the Company’s common stock the Company may offer and sell pursuant to the Amended ATM Agreement by approximately $375.2 million to $1.0 billion. From and after November 7, 2024, through and including February 7, 2025, the Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase from the Company up to the Maximum Commitment Advance Purchase Amount of $11.0 million and up to the Maximum Commitment Advance Purchase Amount Cap of $55.0 million (including any shares sold by B. Riley in agency transactions) in any calendar week. If the Company’s market capitalization is less than $1.0 billion on and after February 8, 2025, the Maximum Commitment Advance Purchase Amount shall be decreased to $10.0 million and the Maximum Commitment Advance Purchase Amount Cap shall be decreased to $30.0 million.

On November 11, 2024, the Company entered into a Debenture Purchase Agreement with YA II PN, Ltd. under which the Company agreed to sell and issue to the Investor an unsecured convertible debenture in aggregate principal amount of $200.0 million in exchange for the payment by the Investor to the Company of $190.0 million. The Company

expects to close the issuance of the Convertible Debenture on or about November 12, 2024, subject to customary closing conditions. For more information, see Note 24, “Subsequent Events”.

On July 22, 2024, the Company sold 78,740,157 shares of its common stock at a public offering price of $2.54 per share for net proceeds of $191.0 million after deducting the underwriting discount and related offering expenses.

The Company believes that its working capital and cash position, together with its right to direct B. Riley to purchase shares directly from the Company under the Amended ATM Agreement, will be sufficient to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements.