Item 1.01 Entry Into a Material Definitive Agreement.
On
The Company estimates that the net proceeds from the Offering, after deducting
the underwriting discount and estimated offering expenses payable by the
Company, will be approximately
The Offering is expected to close on or about
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing and indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
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,
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking" statements
within the meaning of the federal securities laws. Statements that are
predictive in nature, that depend on or relate to future events or conditions,
or that include words such as "believes", "anticipates", "expects", "may",
"will", "would," "should", "estimates", "could", "intends", "plans" or other
similar expressions are forward-looking statements. Forward-looking statements
involve significant known and unknown risks and uncertainties that may cause the
Company's actual results in future periods to differ materially from those
projected or contemplated in the forward-looking statements as a result of, but
not limited to, the following factors: timing and consummation of the Offering;
the intended use of the net proceeds from the Offering; and risks and
uncertainties related to market conditions and satisfaction of customary
conditions to closing related to the Offering. These and other potential risks
and uncertainties that could cause actual results to differ from the results
predicted are more fully detailed in the Company's filings and reports with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Title 1.1 Underwriting Agreement, datedJanuary 26, 2021 , by and amongPlug Power Inc. , andMorgan Stanley & Co. LLC , as representative of the several underwriters named in Schedule I thereto 5.1 Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 2
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