false
0001744494
0001744494
2025-07-01
2025-07-01
0001744494
adn:CommonStockParValue0.0001PerShareMember
2025-07-01
2025-07-01
0001744494
adn:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf345.00Member
2025-07-01
2025-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 1, 2025
Advent Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38742 |
|
83-0982969 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
5637 La Ribera St.
Suite A
Livermore, CA 94550
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 455-9400
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:
☐ |
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 Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
|
ADN |
|
The Nasdaq Stock Market LLC |
Warrants to purchase one share of common stock, each at an exercise price of $345.00 |
|
ADNWW |
|
The Nasdaq Stock Market LLC |
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 1.01 |
Entry into a Material Definitive Agreement. |
On July 1, 2025, Advent Technologies Holdings,
Inc. (the “Company”) entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R.
fischer Edelstahlrohre GmbH (“Fischer” and, together with the Company, the “Parties”). The Settlement Agreement
was executed to resolve a previously disclosed dispute that arose in connection with that certain share purchase agreement entered into
by the Parties on or about June 25, 2021 (the “Purchase Agreement”), with Fischer alleging the Company failed to make payment
of the consideration due under the Purchase Agreement in full as of the date of closing under the Purchase Agreement.
In February 2025, the Parties met to discuss the
possibility of a settlement and the framework for such a settlement, and on July 1, 2025, the Parties finalized and executed the Settlement
Agreement.
Pursuant to the terms of the Settlement Agreement,
the Company has agreed to pay Fischer €5,366,625.55 with such payment to be made in installments beginning on September 1, 2025.
The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30,
2026. In exchange for such reduced settlement amount, both Parties agreed to a mutual release of claims against the other Party.
The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K.
On July 1, 2025, the Company received a letter
(the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the
Company that it has regained compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) by
filing the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.
(d) Exhibits
Exhibit No. |
| Description |
10.1 |
| Settlement Agreement and Release dated as of July 1, 2025, by and between Advent Technologies Holdings, Inc. and F.E.R. fischer Edelstahlrohre GmbH. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 3, 2025
|
Advent Technologies Holdings, Inc. |
|
|
|
|
By: |
/s/ Gary Herman |
|
Name: |
Gary Herman |
|
Title: |
Chief Executive Officer |