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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): May 9, 2024
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.) |
500 Rutherford Avenue, Suite 102
Boston,
MA 02129
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (617) 655-6000
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 $11.50 |
|
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
7.01 |
Regulation
FD Disclosure. |
A
press release, dated May 9, 2024, disclosing that the Company plans to file a Certificate of Amendment to its Second Amended and
Restated Certificate of Incorporation on May 13, 2024 to effectuate the Company’s previously announced 1-for-30 reverse stock
split of its issued and outstanding common stock, to be effective as of the beginning of trading on Tuesday, May 14, 2024, is
attached hereto as Exhibit 99.1.
The
information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
(d)
Exhibits
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:
May 9, 2024
|
Advent
Technologies Holdings, Inc. |
|
|
|
|
By: |
/s/
Vassilios Gregoriou |
|
Name: |
Vassilios
Gregoriou |
|
Title: |
Chairman
and Chief Executive Officer |
Exhibit 99.1
Advent Technologies Holdings Announces Effective
Date of Reverse Stock Split
BOSTON, MA -- Advent Technologies Holdings, Inc.
(Nasdaq: ADN) (“Advent” or the “Company”) announced today that it will file a Certificate of Amendment to its
Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware after the close of business on Monday,
May 13, 2024 to effectuate its previously announced 1-for-30 reverse stock split of its issued and outstanding common stock (the “Reverse
Split”). The Company expects its common stock and publicly traded warrants to begin trading on a split-adjusted basis on the Nasdaq
Capital Market (“Nasdaq”) with the opening of trading on Tuesday, May 14, 2024 under the existing trading symbols “ADN”
and “ADNWW,” respectively. The CUSIP number for the Company’s common stock following the reverse stock split will be
00788A 204.
As previously disclosed, the reverse stock split
was approved on April 30, 2024 by Advent’s Board of Directors, following approval by the Company’s stockholders at a special
meeting held on April 29, 2024. The Reverse Split is intended to bring Advent into compliance with Nasdaq’s $1.00 per share minimum
bid price requirement for continued listing and to make the Company’s stock more attractive to a broader range of institutional
and other investors.
After the Reverse Split, the number of outstanding
shares of common stock will be reduced from approximately 77.6 million to approximately 2.6 million, subject to adjustment for fractional
shares. No fractional shares will be issued in connection with the Reverse Split, and stockholders who would otherwise be entitled to
a fractional share will receive a proportional cash payment.
About Advent Technologies Holdings, Inc.
Advent Technologies Holdings, Inc. is a U.S. corporation
that develops, manufactures, and assembles complete fuel cell systems as well as supplying customers with critical components for fuel
cells in the renewable energy sector. Advent is headquartered in Boston, Massachusetts, with offices in California, Greece, Denmark, Germany,
and the Philippines. With more than 150 patents issued, pending, and/or licensed for fuel cell technology, Advent holds the IP for next-generation
HT-PEM that enables various fuels to function at high temperatures and under extreme conditions, suitable for the automotive, aviation,
defense, oil and gas, marine, and power generation sectors. For more information, visit www.advent.energy.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes forward-looking statements.
These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,”
“goal,” “project,” and other words of similar meaning. Each forward-looking statement contained in this press
release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by
such statement. Applicable risks and uncertainties include, among others, the Company’s ability to maintain the listing of the Company’s
common stock on Nasdaq; future financial performance; public securities’ potential liquidity and trading; impact from the outcome
of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;
expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors,
officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance Advent’s
corporate reputation and brand; expectations concerning its relationships and actions with technology partners and other third parties;
impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies
or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations;
and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and
the risks identified under the heading “Risk Factors” in Advent’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission (“SEC”) on March 31, 2023, as well as the other information filed with the SEC. Investors are cautioned
not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Advent’s
filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements
in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of
these statements. Advent’s business is subject to substantial risks and uncertainties, including those referenced above. Investors,
potential investors, and others should give careful consideration to these risks and uncertainties.
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