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false 0001093691 0001093691 2025-09-29 2025-09-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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

  

 

 

EX-1.1 2 tm2523585d6_ex1-1.htm EXHIBIT 1.1

 

Exhibit 1.1

 

AMENDMENT NO. 4 TO AT MARKET ISSUANCE SALES AGREEMENT

 

SEPTEMBER 29, 2025

 

 

 

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

 

Yorkville Securities, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

 

Ladies and Gentlemen:

 

Plug Power Inc., a Delaware corporation (the “Company”), and B. Riley Securities, Inc. are parties to that certain At Market Issuance Sales Agreement dated January 17, 2024 (the “Original Agreement”), as amended by Amendment No. 1 to the At Market Issuance Sales Agreement, dated February 23, 2024 (“Amendment No. 1”), as further amended by Amendment No. 2 to the At Market Issuance Sales Agreement, dated November 7, 2024 (“Amendment No. 2”), and as further amended by Amendment No. 3 to the At Market Issuance Sales Agreement, dated August 15, 2025 (“Amendment No. 3,” and, together with the Original Agreement and Amendment No. 1 and Amendment No. 2, the “Sales Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Sales Agreement. The Company and Agent desire to amend the Sales Agreement as set forth in this Amendment No. 4 thereto (this “Amendment No. 4”) as follows:

  

1. The definitions of the terms “Agent” is hereby amended to read as follows:

 

“Yorkville Securities LLC and B. Riley Securities, Inc. (each an “Agent” and collectively, the “Agents”).”

 

2. (a) The first sentence of Section 2 of the Original Agreement is hereby amended to read as follows:

 

“Each time that the Company wishes to issue and sell Agency Placement Shares hereunder through an Agent, acting as agent (each such transaction, an “Agency

Transaction”), it will notify an Agent (the “Designated Agent”) by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Agency Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Agency Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (an “Agency Placement Notice”), the form of which is attached hereto as Schedule 1.”

 

    (b) All other references in Section 2, Section 3, and Section 5 of the Original Agreement to “B. Riley” shall hereby be amended to refer to the “Designated Agent.”

 

  1  

 

3. Section 11(b) of the Original Agreement shall be amended and restated as follows:

 

“Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its directors and officers, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a) of this Agreement, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the applicable Agent and furnished to the Company in writing by the applicable Agent expressly for use therein.”

 

4. Except as specifically amended hereby, all other references to “B. Riley” in the Original Agreement, including the schedules and exhibits, are hereby amended to refer to “each Agent” or the “Agents,” as context may require.

 

5. As of the date hereof, the references to “Prospectus Supplement” shall refer to the prospectus supplement relating to the offering and sale of the Shares filed by the Company with the Commission pursuant to Rule 424(b) on the date hereof, in the form furnished by the Company to the Agent in connection with the offering of the Placement Shares.

 

6. Section 13(e) of the Original Agreement is hereby amended to add the following language to the end of such Section:

 

“To the extent this Agreement is terminated by one Agent or by the Company with respect to one Agent pursuant to Sections 13(a) (b) or (c) above, this Agreement shall terminate only with respect to such Agent and shall remain in full force and effect with respect to the Company and the other Agent, unless and until terminated pursuant to Sections 13(a), (b), (c), or (d) above.”

 

7. Section 14 of the Original Agreement is hereby amended to include the following:

 

“Yorkville Securities, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Senior Managing Director & Legal Counsel

Telephone: (310) 909-3617

Email: mgeller@yorkvillesecurities.com”

 

  2  

 

8. Schedule 3 of the Original Agreement is hereby amended to include the following:

 

‘Yorkville Securities, LLC

 

  Patrice McNicoll   pmcnicoll@yorkvillesecurities.com
       
  Matt Feinberg   mfeinberg@yorkvillesecurites.com
       
  Seth Appel   sappel@yorkvillesecurities.com
       
  Dennis Santangelo   dsantangelo@yorkvillesecurities.com
       
  Scott Cubeta   scubeta@yorkvillesecurities.com
       
  Robert Harrison   rharrison@yorkvillesecurities.com

 

with a copy to atmtrading@yorkvillesecurities.com’

 

9. All references to “January 17, 2024” set forth in Schedule 1, Schedule 2(b) and Exhibit 7(l) of the Original Agreement are revised to read “January 17, 2024 (as amended by Amendment No. 1, dated February 23, 2024, Amendment No. 2, dated November 7, 2024, Amendment No. 3, dated August 15, 2025, and Amendment No. 4 dated September 29, 2025).”

 

10. Yorkville Securities, LLC hereby agrees to be bound by the terms of the Agreement, and shall be considered to be an Agent under the Agreement to the same extent as if it were a party to the Original Agreement on the date of the execution thereof.

 

11. The Company will pay reasonable and documents fees and disbursements of counsel to the Agent of up to $25,000 incurred in connection with this Amendment No. 4 and other related documents.

 

12. Except as specifically set forth herein, all other provisions of the Sales Agreement shall remain in full force and effect.

 

13. This Amendment No. 4, together with the Original Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 (including all schedules and exhibits attached thereto), constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Amendment No. 4 nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment No. 4. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 4; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

 

  3  

 

14. THIS AMENDMENT NO. 4 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT NO. 4 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. THE COMPANY AND THE AGENT EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 4 OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

15.EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE UNDER OR IN CONNECTION WITH THIS AMENDMENT NO. 4 OR ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE SALES AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

 

16. This Amendment No. 4 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic transmission (e.g., PDF).

 

 

[Remainder of Page Intentionally Blank]

 

  4  

 

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 4 shall constitute a binding amendment to the Sales Agreement between the Company and the Agent.

 

  Very truly yours,
         
    PLUG POWER, INC.
         
    By: /s/ Paul B. Middleton
      Name: Paul B. Middleton
      Title: Chief Financial Officer
         
  ACCEPTED as of the date first-above written:
         
    B. RILEY SECURITIES, INC.
         
    By: /s/ Joe Nardini
      Name: Joe Nardini
      Title: Senior Managing Director
         
    YORKVILLE SECURITIES, LLC
         
    By: /s/ Patrice McNicoll
    Name:   Patrice McNicoll
    Title:   Co-Chief Executive Officer

 

[Signature Page to Amendment No. 4 to Sales Agreement]