PLUG POWER INC. (NASDAQ:PLUG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On April12, 2017, Plug Power Inc. (the Company)
and Tech Opportunities LLC (Tech Opps) entered
into an agreement (the Warrant Exercise
Agreement), to which (i)Tech Opps exercised in full its
warrants to purchase an aggregate of 10,501,500 shares of the
Companys common stock, par value $0.01 per share (Common
Stock) to the Warrant to Purchase Common Stock No.1
issued on December22, 2016 and the Warrant to Purchase Common
Stock No.2 issued on December22, 2016 (together, the
Existing Warrants) at an exercise price of $1.50
per share, and (ii)the Company issued to Tech Opps a warrant (the
Warrant) to acquire up to 5,250,750 shares (the
Warrant Shares) of Common Stock at an exercise
price of $2.69 per share. The aggregate cash exercise price
payable to the Company to the exercise of the Existing Warrants
is $15,752,250.
Warrant
The Warrant entitles the holder thereof to purchase 5,250,750
shares of Common Stock at an exercise price equal to $2.69 per
share. The Warrant will be exercisable beginning on October12,
2017 and will remain exercisable until 11:59 p.m.New York time,
on October12, 2019. Subject to limited exceptions, a holder of
the Warrant will not have the right to exercise the Warrant if
the holder, together with its affiliates, would beneficially own
in excess of 4.99% of the number of the Companys Common Stock
outstanding immediately after the exercise. The Warrant holder is
entitled, by giving notice to the Company, to increase the limit
up to 9.99%. The exercise price of the Warrant will be subject to
adjustment upon certain corporate events, certain combinations,
consolidations, liquidations, mergers, recapitalizations,
reclassifications, reorganizations, stock dividends and stock
splits, a sale of all or substantially all of the Companys assets
and certain other events.
In addition, in the event of any fundamental transaction, as
described in the Warrant and generally including any merger with
or into another entity in which the Company is not the surviving
entity or the Companys stockholders immediately prior to such
merger or consolidation do not own at least 50% of the
outstanding voting securities of the surviving entity, sale of
all or substantially all of the Companys assets, tender offer or
exchange offer, or reclassification of the Common Stock, then
upon any subsequent exercise of the Warrant the holder shall have
the right to receive as alternative consideration, for each share
of Common Stock that would have been issuable upon such exercise
immediately prior to the occurrence of such fundamental
transaction, the same amount and kind of securities, cash or
property the number of shares Common Stock or other equity
securities of the successor or acquiring corporation, if it is
the surviving corporation, and any additional consideration
receivable upon or as a result of such transaction by a holder of
the number of shares of Common Stock for which the Warrant is
exercisable immediately prior to such event.
In addition, in the event of a fundamental transaction that is
also a Change of Control, as described in the Warrant, then the
Company or the successor entity shall acquire at the holders
option, exercisable at any time within 30 days after the
consummation of such fundamental transaction, such holders
Warrants for, at the option of the Company, either (i)Common
Stock (or qualifying securities of the successor entity) valued
at the value of the
consideration received by the shareholders in such Change of
Control or (ii)cash, in an amount of cash equal to the value of
the Warrant (as of the effective date of such Change of
Control) as determined in accordance with the Black Scholes
option pricing model.
The holders must surrender payment in cash of the aggregate
exercise price of the shares being acquired upon exercise of
the Warrant. If, however, a registration statement relating to
the issuance of the shares underlying the Warrant is not then
effective or available, then the Warrant may be exercised on a
net or cashless basis. No fractional shares of Common Stock
will be issued in connection with the exercise of the Warrant.
Instead, the number of shares of Common Stock to be issued will
be rounded to the nearest whole number.
The foregoing summary is qualified in its entirety by reference
to the Warrant, which is filed as Exhibit4.1 hereto and is
incorporated herein by reference.
Warrant Exercise Agreement
The Warrant Exercise Agreement sets forth certain customary
representations and warranties and covenants of the Company and
Tech Opps, including customary registration rights with respect
to the Warrant Shares.
The issuance of the Warrant and of Warrant Shares, which are
subject to the terms and conditions set forth in the Warrant
Exercise Agreement and the Warrant, have not been registered
under the Securities Act of 1933, as amended (the
Securities Act), in reliance on the exemption
from registration provided by Section4(a)(2)of the Securities
Act and rulesand regulations of the U.S. Securities and
Exchange Commission promulgated thereunder. The Warrant was
issued only to Tech Opps in connection with the transactions
contemplated by the Warrant Exercise Agreement. This current
report on Form8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction
in which such offering would be unlawful.
The foregoing summary is qualified in its entirety by reference
to the Warrant Exercise Agreement, which is filed as
Exhibit10.1 hereto and is incorporated herein by reference.
Item 3.02. Unregistered Sales of
Equity Securities.
See disclosures under Item 1.01 of this Form8-K.
Item 9.01. Financial Statements and Exhibits
d) Exhibits.
|
Exhibit Number |
|
Description |
|
4.1 |
Warrant to Purchase Common Stock, issued April12, 2017, |
|
|
10.1 |
Warrant Exercise Agreement, dated as of April12, 2017, by |
About PLUG POWER INC. (NASDAQ:PLUG)
Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of hydrogen fuel cell systems used for the industrial off-road market and the stationary power market. The Company’s product line includes GenKey, GenDrive, GenFuel, GenCare and ReliOn. GenKey offers solutions to customers transitioning their material handling vehicles to fuel cell power. GenDrive is a hydrogen fueled proton exchange membrane (PEM) fuel cell system. It provides power to material handling vehicles. GenFuel is a hydrogen fueling delivery system. It is designed to allow customers to refuel its GenDrive units for productivity. GenCare is an ongoing maintenance program for both the GenDrive fuel cells and GenFuel products. ReliOn is a stationary fuel cell solution. It provides scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation and utility sectors. PLUG POWER INC. (NASDAQ:PLUG) Recent Trading Information
PLUG POWER INC. (NASDAQ:PLUG) closed its last trading session 00.00 at 2.64 with 46,783,825 shares trading hands.
