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): October 19, 2022
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.) |
| | | | | |
968 Albany Shaker Road,
Latham, New York | |
12110 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (518) 782-7700
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 7.01 | Regulation FD Disclosure |
On October 19, 2022, Plug Power Inc. (the “Company”) hosted its annual symposium at its Innovation Center and Gigafactory in Rochester. The symposium was made available to the public via webcast. During the symposium, certain of the Company’s officers provided an overview of recent business highlights, expectations for 2022 and beyond, and other business matters.
A copy of the transcript of the symposium is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information included in this Current Report on Form 8-K, including Exhibit 99.1, are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such future filing.
Disclaimer
The information contained in the transcript furnished as Exhibit 99.1 is a textual representation of the presentation at the symposium and while efforts are made to provide an accurate transcript, there may be material errors, omissions or inaccuracies in the reporting of the contents of the presentation. The Company does not assume any responsibility for any investment or other decisions made based upon the information provided in the transcript. Users are advised to review the recording of the symposium and the Company’s SEC filings before making any investment or other decisions. A recording of the symposium was immediately made available on the Company’s website after the symposium and is available on the “Investor Relations” section of the Company’s website at www.plugpower.com.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K, including Exhibit 99.1, contain projections of the Company’s future results of operations, or of the Company’s business or financial position, or other forward-looking statements. These forward-looking statements are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based upon the current expectations, estimates, forecasts and projections as well as the current beliefs and assumptions of the Company’s management and are subject to significant risks and uncertainties. In the event the Company is not able to accurately predict or control events in the future or risks or uncertainties materialize, or underlying assumptions prove inaccurate, the Company’s actual could results could vary materially from those forward-looking statements. Investors are cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, see the Company’s public filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and any subsequent filings with the SEC. 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.
| 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: October 21, 2022 | By: | /s/ Paul Middleton |
| | Name: | Paul Middleton |
| | Title: | Chief Financial Officer |
