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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Plug Power Inc | NASDAQ:PLUG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.15 | -5.28% | 2.69 | 2.69 | 2.80 | 2.84 | 2.69 | 2.82 | 20,849,463 | 05:00:01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File | (IRS Employer | ||
of incorporation) | Number) | Identification No.) | ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 | ||
The |
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 May 24, 2024, Plug Power Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-265488) relating to the resale by certain selling stockholders of up to 3,461,371 shares of the Company’s common stock issuable upon exercise of the warrants that were issued to the selling stockholders pursuant to that certain Agreement and Plan of Merger, dated June 22, 2020 (as amended, supplemented or modified from time to time), by and among the Company, Giner ELX Sub, LLC, Giner ELX Merger Sub, Inc., Giner ELX, Inc., and Giner, Inc., as the representative of the stockholders.
In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Goodwin Procter LLP, regarding the legality of the common stock issuable upon exercise of the warrants, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
5.1 | Opinion of Goodwin Procter LLP. | |
23.1 | Consent of Goodwin Procter LLP (included in its opinion filed as Exhibit 5.1). | |
104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within 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: May 24, 2024 | By: | /s/ Paul Middleton |
Paul Middleton | ||
Chief Financial Officer |
Exhibit 5.1
|
|
Goodwin Procter llp The New York Times Building620 Eighth Avenue New York, NY 10018 | |
goodwinlaw.com | |
+1 212 813 8800 |
May 24, 2024
Plug Power Inc.
968 Albany-Shaker Road
Latham, NY 12110
Re: Securities Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-265488) (as amended or supplemented, the “Registration Statement”) filed on June 8, 2022 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Plug Power Inc., a Delaware corporation (the “Company”), of any combination of securities of the types specified therein. The Registration Statement became effective upon filing with the Commission on June 8, 2022. Reference is made to our opinion letter dated June 8, 2022 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on May 24, 2024 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by certain stockholders of the Company (the “Selling Stockholders”) of up to 3,461,371 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), that may be issuable upon exercise of the warrants held by the Selling Stockholders and covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares, when issued upon exercise of the warrants, in accordance with their terms will have been duly authorized and validly issued and will be fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
Plug Power Inc.
May 24, 2024
Page 2
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, | |
/s/ Goodwin Procter LLP | |
GOODWIN PROCTER LLP |
Cover |
May 24, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 24, 2024 |
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 |
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