普拉格能源美股招股说明书(2025-07-09版)

PLUG POWER INC. Up to 31,500,000 Shares of Common StockOffered by Selling Stockholder This prospectus supplement relates to the potential resale from time to time of some or all of the31,500,000 shares of our common stock, par value $0.01 per share, that may be issuable upon exercise ofthe warrant held by YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), which is theselling stockholder identified in this prospectus supplement. The warrant was issued by us to Yorkvillepursuant to that certain Secured Debenture Purchase Agreement, dated as of April28, 2025 (the “DebenturePurchase Agreement”), between Plug Power Inc. (the “Company”), and Yorkville. The registration of the offer and sale of the shares of common stock covered by this prospectussupplement does not necessarily mean that the selling stockholder will offer or sell all or any of the shares.The shares of common stock offered hereby by the selling stockholder, or its pledgees, donees, transfereesor other successors in interest, may be sold from time to time directly or indirectly through one or moreunderwriters, broker-dealers or agents, and in one or more public or private transactions. The shares ofcommon stock may be sold in one or more transactions at fixed prices, at prevailing market prices at thetime of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may beeffected in transactions, which may involve crosses or block transactions. If the shares of common stock aresold through underwriters, broker-dealers or agents, the selling stockholder will be responsible for theunderwriting discounts or commissions. The timing and amount of any sale is within the sole discretion ofthe selling stockholder, subject to certain restrictions. See the section entitled “Plan of Distribution” formore information. We will not receive any proceeds from any sale of common stock by the selling stockholder. However,we will receive proceeds from any cash exercise of the warrant. In the event that at the time of exercise ofthe warrant, there is no effective registration statement, or the prospectus contained therein is not availablefor the issuance or resale of the shares of common stock, the warrant provides that the selling stockholdermay exercise the warrant on a “cashless basis” which, if elected by the selling stockholder, will reduce thenumber of shares of common stock issued upon exercise of the warrant in lieu of cash payment. See thesection entitled “Use of Proceeds.” Our common stock is listed on the Nasdaq Capital Market under the symbol “PLUG.” On July8, 2025,the last reported sale price of our common stock on the Nasdaq Capital Market was $1.42. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties referenced under the heading “Risk Factors” on pageS-2of this prospectus supplement and in theother documents that are incorporated by reference in this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is July9, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1ABOUT THE OFFERINGS-2RISK FACTORSS-2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2USE OF PROCEEDSS-4SELLING STOCKHOLDERS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-8EXPERTSS-8WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-8INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-9 Prospectus PageABOUT THIS PROSPECTUS1OUR COMPANY2RISK FACTORS3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK6DESCRIPTION OF WARRANTS10DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF UNITS18SELLING SECURITYHOLDERS21PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND ADDITIONAL INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE24 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of the offering of our common stock by the selling stockholder, and also adds to and updatesinformation contained in the accompanying prospectus. The second part is the accompanying prospectus,which gives more general information, some of which may not apply to this offering. The rules of theSecurities and Exchange Commission, or the SEC, allow us to incorporate by reference information into thisprospectus supplement. This prospectus supplement may add to, update or change the information in theaccompanying prospectus. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the information contained in the