Form 8-K - Current report

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): August 30, 2024

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)

 (518) 782-7700

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
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 8.01 Other Events.

On August 30, 2024, Plug Power Inc., a Delaware corporation (the “Company”) certified with the Securities and Exchange Commission (the “SEC”) that it complied with and completed the undertakings set forth in the settled SEC civil administrative proceeding and order entered on August 30, 2023. The Company timely remediated all material weaknesses as required by the SEC’s order. A copy of the press release announcing the Company’s completion of undertakings related to the SEC settlement is attached hereto as Exhibit 99.1.

In addition, it has come to the Company’s attention that the disclosure in Item 4 – Evaluation of Disclosures and Procedures in its Quarterly Report on Form 10-Q for the period ended March 31, 2024 noted that the Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), but did not state their conclusion. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2024, the Company’s disclosure controls and procedures were not effective because of material weaknesses in internal control over financial reporting described in Part II, Item 9A “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. It has also come to the Company’s attention that the disclosure in Item 4 – Evaluation of Disclosures and Procedures in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 noted that the Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures but did not state their conclusion. The Company affirms that the Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of June 30, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Plug Power Inc. dated September 5, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 5, 2024	By:	/s/ Paul Middleton
		Name: Paul Middleton
		Title: Chief Financial Officer

Exhibit 99.1

Plug Power Announces Completion of Undertakings Related to 2023 SEC Settlement

SLINGERLANDS, N.Y., September 5, 2024 — Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the green hydrogen economy, is pleased to announce that it has complied with and completed the undertakings in connection with its previously announced settlement of a civil administrative proceeding with the U.S. Securities and Exchange Commission (“SEC”) in 2023. On August 30, 2024, the Company certified with the SEC Staff that the Company completed the undertakings set forth in the SEC settlement, which included fully remediating its material weaknesses.

“Plug Power is happy to have completed the undertakings and concluded the SEC settlement,” said Plug CEO Andy Marsh. “We remain committed to ensuring ongoing compliance and governance best practices as we continue to lead the development of the green hydrogen economy.”

About Plug

Plug is building an end-to-end green hydrogen ecosystem, from production, storage, and delivery to energy generation, to help its customers meet their business goals and decarbonize the economy. In creating the first commercially viable market for hydrogen fuel cell technology, the company has deployed more than 69,000 fuel cell systems and over 250 fueling stations, more than anyone else in the world, and is the largest buyer of liquid hydrogen.

With plans to operate a green hydrogen highway across North America and Europe, Plug built a state-of-the-art Gigafactory to produce electrolyzers and fuel cells and is developing multiple green hydrogen production plants targeting commercial operation by year-end 2028. Plug delivers its green hydrogen solutions directly to its customers and through joint venture partners into multiple environments, including material handling, e-mobility, power generation, and industrial applications.

For more information, visit www.plugpower.com.

Plug Media Contact

Fatimah Nouilati

Allison

PlugPR@allisonworldwide.com

Cover	Aug. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 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	125 Vista Boulevard
Entity Address, City or Town	Slingerlands
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12159
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