8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): November 12, 2024

Plug Power Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34392	22-3672377
(State<br> or other jurisdiction	(Commission<br> File	(IRS<br> Employer
of<br> incorporation)	Number)	Identification<br> No.)
125 Vista Boulevard Slingerlands, New York	12159
---	---
(Address<br> of principal executive offices)	(Zip<br> 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 whichregistered
Common<br> Stock, par value $0.01 per share	PLUG	The<br> Nasdaq Capital<br> 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 8.01	Other Events.

On November 12, 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 potential resale by the selling stockholder named therein of up to 125,000,000 shares of the Company’s common stock issuable in connection with an unsecured convertible debenture in the aggregate principal amount of $200.0 million. The convertible debenture will be issued to the selling stockholder in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to that certain Debenture Purchase Agreement, dated November 11, 2024, between the Company and the selling stockholder, subject to the satisfaction of customary closing conditions, including the filing of the Prospectus Supplement. Upon the satisfaction of the closing conditions, the selling stockholder is irrevocably bound to purchase the convertible debenture for $190.0 million.

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 conversion of the convertible debenture, 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<br><br> <br>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: November 12, 2024	By:	/s/ Paul Middleton
		Paul Middleton
		Chief Financial Officer

Exhibit 5.1

Goodwin Procter llp<br><br>The New York Times Building<br><br>620 Eighth Avenue<br><br>New York, NY 10018<br><br><br><br>goodwinlaw.com<br><br>+1 212 813 8800

November 12, 2024

Plug Power Inc.

125 Vista Boulevard

Slingerlands, NY 12159

Re:	Securities Registered under Registration Statement on Form<br>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 by Plug Power Inc., a Delaware corporation (the “Company”), of any combination of securities of the types specified therein, including the resale by selling stockholders of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). 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 November 12, 2024 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the resale by certain stockholders of the Company (the “Selling Stockholder”) of up to 125,000,000 shares (the “Shares”). The Shares may be issued to the Selling Stockholder upon conversion of a that certain convertible debenture issued by the Company to the Selling Stockholder on the date hereof (the “Debenture”).

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. For purposes of the opinion set forth below, we have assumed that before the Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock the Company is authorized to issue under its Amended and Restated Certificate of Incorporation, as amended, (“Certificate of Incorporation”) such that the number of unissued shares of Common Stock authorized under the Company’s Certificate of Incorporation is less than the number of Shares.

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, if and when issued upon conversion of the Debenture in accordance with the terms thereof, will be duly authorized and validly issued and will be fully paid and nonassessable.

Plug Power Inc.

November 12, 2024

Page 2

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).

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 Debenture and the future issuance of 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<br>PROCTER LLP