普拉格能源美股招股说明书(2025-10-08版)

PLUG POWER INC. Warrants to Purchase 185,430,464 Shares of Common StockPre-funded Warrants to Purchase 154,430,464 Shares of Common Stock We are offering to an investor holding warrants (the “Investor”), which we previously issued onMarch20, 2025 (the “March Warrants”), in consideration for exercising in full all of the existing MarchWarrants held by such Investor at the exercise price per warrant share as set forth in the warrants of $2.00,(i)warrants to purchase up to 185,430,464 shares of our common stock, par value $0.01 per share (the “newwarrants”), pursuant to this prospectus supplement and the accompanying prospectus and a letter agreement(the “Inducement Agreement”) with such Investor and (ii)up to 185,430,464 shares of our common stockupon exercise of the new warrants in accordance with their terms. Each new warrant will have an exerciseprice per share of common stock equal to $7.75 and will expire on March20, 2028. The new warrants willnot become exercisable for shares of our common stock until we receive stockholder approval or effect areverse stock split to increase our authorized shares of common stock. The new warrants will be cash settledafter February28, 2026 if we have not obtained additional authorized shares of common stock. We are also amending the March Warrants to provide for the issuance of pre-funded warrants (the “pre-funded warrants” and together with the new warrants, the “warrants”), at the option of the Investor, if, as aresult of the exercise of the March Warrants, the Investor’s beneficial ownership of the Company’s shares ofcommon stock would exceed such Investor’s beneficial ownership blocker election as set forth in its MarchWarrants immediately following such exercise. The purchase price of each pre-funded warrant is equal tothe exercise price of $2.00 per share price, minus $0.0001. Each pre-funded warrant is immediatelyexercisable for one share of common stock at $0.0001 per share and will expire on March20, 2028. Thepre-funded warrants, the new warrants and the shares of common stock issuable upon the exercise of thenew warrants and the pre-funded warrants are sometimes collectively referred to herein as the “securities.”This prospectus supplement also relates to the offering of the shares of common stock issuable uponexercise of the new warrants and the pre-funded warrants sold in this offering. See “Description ofSecurities We are Offering” on page S-13 of this prospectus supplement and “Description of Warrants” onpage10of the accompanying prospectus for a more complete description of the securities offered hereby. Our common stock is traded on The Nasdaq Capital Market under the symbol “PLUG.” On October7,2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.87 per share.There is no established public trading market for the new warrants or pre-funded warrants, and we do notexpect a market to develop. We do not intend to list the new warrants or pre-funded warrants on The NasdaqCapital Market or any other national securities exchange or nationally recognized trading system. Withoutan active trading market, the liquidity of the new warrants and pre-funded warrants will be limited. See“Risk Factors — Risks Related to this Offering and Our Common Stock and Warrants — There is no publicmarket for the Warrants being offered in this offering.” Oppenheimer & Co. Inc. is acting as our lead financial advisor in connection with the transaction(“Oppenheimer”). BTIG LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright &Co., LLC and Roth Capital Partners are acting as co-financial advisors in connection with the transactions(together with Oppenheimer, the “Financial Advisors”) The Financial Advisors are not purchasing or sellingany of the securities offered by us in this offering and is not required to arrange the purchase or sale of anyspecific number or dollar amount of securities. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties referenced under the heading “Risk Factors” beginning on pageS-8of this prospectus supplementand in the other documents that are incorporated by reference in this prospectus supplement and theaccompanying prospectus. (3)We have agreed to pay the Financial Advisors a fee equal to 4.25% of the gross proceeds from theMarch Warrants that are exercised by the Investor. See “Plan of Distribution” for additionalinformation regarding Oppenheimer’s fees and estimated expenses. (4)The above proceeds do not give effect to any proceeds from (i)the exercise of the new warrants beingissued in this offering and (ii)the unfunded $0.0001 per share of common stock exercise price of thepre-funded warrants being issued in this offering. Neither the Securities and Exchange Commission, any state securities commission, nor any otherregulatory body has approved or disapproved of these securities or determined if this prospectus supplementand the ac