Item 1.01 Entry Into a Material Definitive Agreement.

On August 11, 2020, Plug Power Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule I thereto (the "Underwriters"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company sold to the Underwriters 35,276,250 shares (the "Initial Shares") of common stock, par value $0.01 per share, including 4,601,250 shares of common stock (together with the Initial Shares, the "Shares") sold pursuant to the full exercise of the Underwriters' option to purchase additional shares, in an underwritten registered public offering at a purchase price to the public of $10.25 per share (the "Purchase Price").

The offering closed on August 14, 2020, and the Company received net proceeds of approximately $344.7 million from the sale of the Shares after deducting the underwriting discounts and offering expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. However, the Company has not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction.

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 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 August 11, 2020, by and among Plug Power
           Inc., and Morgan Stanley & Co. LLC, as representative 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)

           Cover Page Interactive Data File (embedded with the Inline XBRL
104        document)




                                       2

© Edgar Online, source Glimpses