Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

16.  Stockholders’ Equity

Preferred Stock

The Company has authorized 5.0 million shares of preferred stock, par value $0.01 per share. The Company’s amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations, and restrictions thereof, applicable to the shares of each series.

The Company has authorized Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share. As of December 31, 2022 and December 31, 2021, there were no shares of Series A Junior Participating Cumulative Preferred Stock issued and outstanding.  

Common Stock and Warrants

The Company has one class of common stock, par value $.01 per share. Each share of the Company’s common stock is entitled to one vote on all matters submitted to stockholders.

In February 2021, the Company completed the previously announced sale of its common stock in connection with a strategic partnership with SK Holdings to accelerate the use of hydrogen as an alternative energy source in Asian markets. The Company sold 54,966,188 shares of its common stock to a subsidiary of SK Holdings  at a purchase price of $29.2893 per share, or an aggregate purchase price of approximately $1.6 billion.

In January and February 2021, the Company issued and sold in a registered equity offering an aggregate of 32.2 million shares of its common stock at a purchase price of $65.00 per share for net proceeds of approximately $2.0 billion.

In November 2020, the Company issued and sold in a registered direct offering an aggregate of 43,700,000 shares of its common stock at a purchase price of $22.25 per share for net proceeds of approximately $927.3 million.

In August 2020, the Company issued and sold in a registered direct offering an aggregate of 35,276,250 shares of its common stock at a purchase price of $10.25 per share for net proceeds of approximately $344.4 million.

There were 590,345,658 and 577,654,900 shares of common stock outstanding as of December 31, 2022 and December 31, 2021, respectively.

On August 24, 2022, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “2022 Transaction Agreement”), under which the Company concurrently issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock (the “Amazon Warrant Shares”), subject to certain vesting events described below. The Company and Amazon entered into the 2022 Transaction Agreement in connection with a concurrent commercial arrangement under which Amazon agreed to purchase hydrogen fuel from the Company through August 24, 2029. At December 31, 2022, 1,000,000 of the Amazon Warrant Shares issued pursuant to the 2022 Transaction Agreement had vested upon issuance.

During 2017, warrants to purchase up to 110,573,392 shares of common stock were issued in connection with transaction agreements with Amazon and Walmart, as discussed in Note 17, “Warrant Transaction Agreements.”

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss comprises the following (in thousands):

	Gains and Losses on		Unrealized Gains and Losses
	on Available-For-Sale		on Available-For-Sale		Foreign Currency
	Securities		Securities		Items		Total
Balance at December 31, 2021	$	(150)	$	(67)	$	(1,315)	$	(1,532)
Other comprehensive loss before reclassifications		—		—		—		—
Amounts reclassified from accumulated other comprehensive loss		(599)		599		—		—
Net current-period other comprehensive loss		—		(20,004)		(4,468)		(24,472)
Balance at December 31, 2022	$	(749)	$	(19,472)	$	(5,783)	$	(26,004)
Balance at December 31, 2020	$	—	$	2,451	$	—	$	2,451
Other comprehensive loss before reclassifications		—		—		—		—
Amounts reclassified from accumulated other comprehensive loss		(150)		150		—		—
Net current-period other comprehensive loss		—		(2,668)		(1,315)		(3,983)
Balance at December 31, 2021	$	(150)	$	(67)	$	(1,315)	$	(1,532)