Form 8-K - Current report
05 September 2024 - 10:36PM
Edgar (US Regulatory)
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0001093691
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2024-08-30
2024-08-30
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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
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
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