Item 1.01. Entry Into a Material Definitive Agreement.

On December 5, 2019, Plug Power Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule I thereto (the "Underwriters"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriters 40,000,000 shares (the "Initial Shares") of common stock, par value $0.01 per share, in an underwritten registered public offering at a purchase price of $2.62625 per share (the "Purchase Price"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 6,000,000 shares of common stock (together with the Initial Shares, the "Shares"), at the Purchase Price, which the Underwriters exercised in full on December 6, 2019. The Shares were offered and sold pursuant to a prospectus supplement and related prospectus filed as part of the Company's shelf registration statement on Form S-3 (File No. 333-235328), which became automatically effective upon filing.

The offering closed on December 10, 2019, and the Company received net proceeds of approximately $120.4 million from the sale of the Shares. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, including capital expenditures.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the Shares.

The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Goodwin Procter LLP, regarding the legality of the Shares.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number                                      Title
  1.1        Underwriting Agreement, dated December 5, 2019, by and among Plug
           Power Inc., and Morgan Stanley & Co. LLC and Barclays Capital Inc., as
           representatives of the several underwriters named in Schedule I
           thereto
  5.1        Opinion of Goodwin Procter LLP
  23.1       Consent of Goodwin Procter LLP (contained in Exhibit 5.1)




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