TLDR
- Plug Power secured $371 million in gross proceeds through a warrant inducement agreement with an existing institutional investor
- The investor will exercise warrants to purchase 185,430,464 shares at $2.00 per share, originally issued in March 2025
- New warrants issued will allow purchase of up to 185,430,464 additional shares at $7.75 per share, representing a 100% premium over the closing price on October 7, 2025
- If new warrants are fully exercised for cash, Plug Power could receive up to $1.4 billion in additional gross proceeds
- The transaction is expected to close on October 9, 2025, with proceeds going toward working capital and general corporate purposes
Plug Power announced Wednesday it has entered into a warrant inducement agreement that will bring in approximately $371 million in gross proceeds. The hydrogen solutions company disclosed the transaction in a filing with the Securities and Exchange Commission.
The deal involves an existing institutional investor who will immediately exercise outstanding warrants that were originally issued on March 20, 2025. These warrants cover 185,430,464 shares of common stock at an exercise price of $2.00 per share.
The investor will receive 31 million shares of common stock directly. The remaining shares will be delivered through pre-funded warrants to purchase up to 154,430,464 shares of common stock.
The pre-funded warrants carry a purchase price of $1.9999 per share. They can be exercised immediately for one share of common stock at just $0.0001 per share.
New Warrants Come With Higher Exercise Price
As part of the inducement agreement, Plug Power will issue new warrants to the investor. These new warrants allow the purchase of up to 185,430,464 shares of common stock.
The exercise price for the new warrants is set at $7.75 per share. This represents approximately a 100% premium over Plug Power’s closing stock price on October 7, 2025.
The new warrants won’t become exercisable right away. They require stockholder approval to increase the company’s authorized shares of common stock first.
Plug Power hasn’t reserved shares underlying the new warrants. The company doesn’t expect any exercises until it receives stockholder approval or effects a reverse stock split.
If Plug Power doesn’t increase its authorized shares by February 28, 2026, the new warrants may be cash settled. The new warrants will expire on March 20, 2028.
The transaction includes ownership limitations. The investor cannot own more than 4.99% of Plug Power’s outstanding common stock immediately after exercise, though they can elect to increase this to 9.99%.
Financial Details and Timeline
The gross proceeds of approximately $371 million will come before deducting estimated transaction expenses and fees. Plug Power plans to use the funds for working capital and general corporate purposes.
If the new warrants are fully exercised on a cash basis, the company could receive up to $1.4 billion in additional gross proceeds. However, there’s no guarantee any of the new warrants will be exercised.
The offering is expected to close on or about October 9, 2025. Closing remains subject to customary conditions.
Oppenheimer & Co. Inc. is serving as the lead financial advisor for the transaction. BTIG LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co., and Roth Capital Partners are acting as co-advisors.
The securities are being offered under an automatic shelf registration statement on Form S-3ASR. The registration statement was filed with the SEC and declared effective on May 27, 2025.
A prospectus supplement related to the offering has been filed with the SEC.
