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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): April 29, 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 29, 2024, Advent Technologies Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of March 8, 2024, the record date of the Special Meeting, 77,618,716 shares of common stock were issued and outstanding. Greater than one-third (1/3) of the issued and outstanding shares of capital stock entitled to vote at the Special Meeting, which constituted a quorum for the transaction of business, was present, virtually online or by proxy at the Special Meeting.
At the Special Meeting held on April 29, 2024, Proposals 1 and 2 as described in the Proxy Statement were approved by the stockholders.
The final voting results on each of the matters submitted to a vote of stockholders were as follows:
Proposal 1: To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined at the discretion of the Board. The proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | ||
| 30,061,928 | 3,125,713 | 33,801 |
Proposal 2: To approve an amendment to the Company’s 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares of Common Stock issuable under the Plan from 6,915,892 to 17,079,188. The proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | ||
| 15,673,164 | 4,327,892 | 65,965 |
| Item 7.01 | Regulation FD Disclosure. |
A press release, dated May 1, 2024, disclosing the Company’s receipt of stockholder approval for the Reverse Stock Split referenced above 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.
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued May 1, 2024. | |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
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 1, 2024
| Advent Technologies Holdings, Inc. | ||
| By: |
/s/ Vassilios Gregoriou |
|
| Name: | Vassilios Gregoriou | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
Advent Technologies Holdings Approves Reverse Stock Split
BOSTON, MA -- Advent Technologies Holdings, Inc. (Nasdaq: ADN) (“Advent” or the “Company”) announced today that it will move forward with a 1-for-30 reverse stock split of its issued and outstanding common stock. The Company expects its common stock to begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) with the opening of trading at a date to be determined by the Company’s Board of Directors.
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 stock 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. Additionally, on April 30, 2024, the Company submitted to Nasdaq its proposed compliance plan to file its Annual Report on Form 10-K on or before May 31, 2024.
Advent’s common stock and publicly traded warrants will continue to trade on the Nasdaq Capital Market under the symbols “ADN” and “ADNWW,” respectively, following the reverse stock split, with new CUSIP numbers. After the reverse stock 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 split, and stockholders who would otherwise be entitled to a fractional share will receive a proportional cash payment. Proportional adjustments will be made to the number of shares of common stock issuable upon conversion or exercise of the Company’s equity awards and warrants, as well as the applicable conversion or exercise price.
Advent’s transfer agent, Continental Stock Transfer & Trust Company, will act as the exchange agent for the reverse stock split and will provide instructions to stockholders regarding the process. Additional information concerning the reverse stock split can be found in Advent’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2024.
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.