Plug Power Inc. Announces Pricing of $35.0 Million Financing
01 November 2018 - 1:30PM
Plug Power Inc. (NASDAQ:PLUG), today announced that it has
entered into definitive agreements with certain accredited
investors in connection with a $35.0 million private placement of
its Series E Convertible Preferred Stock, pursuant to an exemption
from the registration requirements of the Securities Act of 1933,
as amended. Upon the closing of the transaction, Plug Power expects
to issue to such investors 35,000 shares of the Series E
Convertible Preferred Stock. The Series E Convertible Preferred
Stock will be convertible into shares of common stock at a
conversion price of $2.31 per share. The closing is expected to
occur on or about November 2, 2018, subject to customary closing
conditions.
Subject to the terms of the Certificate of
Designations of the Series E Convertible Preferred Stock,
commencing on May 1, 2019 and on the first trading day of each
month thereafter through the eighteen month anniversary of the
closing, Plug Power is required to redeem the Series E Convertible
Preferred Stock in thirteen equal monthly installments of
$2,693,000 each. The redemption price will be equal to the face
amount of the Series E Convertible Preferred Stock being redeemed.
The redemption price will be payable in cash at 105% of the face
value of the shares being redeemed or, at Plug Power’s option and
subject to certain conditions, in shares of Plug Power’s registered
common stock valued based on a discounted VWAP formula or a
combination of cash and registered common stock.
Plug Power intends to use the net proceeds of the
offering for general corporate purposes, including working
capital.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
The securities to be sold in the transaction have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission or
an applicable exemption from such registration requirements. Plug
Power has agreed to file a registration statement with the
Securities and Exchange Commission covering the resale of the
shares of common stock issuable upon conversion of the Series E
Convertible Preferred Stock. Plug Power has agreed to file the
registration statement within 15 days of the closing of the
transaction.
Oppenheimer & Co. Inc. acted as the sole placement agent for
the transaction.
Plug Power Inc. Safe Harbor Statement
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve significant risks and uncertainties about the Company,
including but not limited to statements about our expectations
regarding the closing of the transaction. Investors are cautioned
that such statements should not be read as a guarantee of future
performance or results and will not necessarily be accurate
indications of the times that, or by which, such performance or
results will have been achieved. Such statements are subject to
risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in these
statements. For additional disclosure regarding these and other
risks faced by the Company, see the disclosures contained in our
public filings with the SEC, including the “Risk Factors” section
of our Annual Report on Form 10-K for the year ended December 31,
2017 and our Quarterly Reports for the three months ended March 31,
2018 and June 30, 2018. Investors should consider these factors in
evaluating the forward-looking statements included in this
communication and not place undue reliance on such statements. The
forward-looking statements are made as of the date hereof, and the
Company undertakes no obligation to update such statements as a
result of new information.
Media Contact Kate Gundry Pluck 617.797.5174
plugpower@pluckpr.com
Source: Plug Power, Inc.
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