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): November 26, 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.) |
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. ☐
Due to an administrative oversight, Advent Technologies Holdings, Inc. (the “Company”) wishes to correct the classification of members of its Board of Directors (the “Board”). Mr. Gary Herman was inadvertently named as a Class I Director of the Company, and Mr. Avtar Dhaliwal was inadvertently named as a Class II Director of the Company. The Company wishes to correct such classifications to reflect the intentions of the Board and provide that Mr. Gary Herman is reclassified as a Class III Director, and Mr. Avtar Dhaliwal is reclassified as a Class I Director.
As of the date of this Current Report on Form 8-K, the Board is classified as follows: Mr. Avtar Dhaliwal is a Class I Director of the Company; Messrs. Marc Seelenfreund, Seth Lukash and Joseph Celia are Class II Directors of the Company; and Messrs. Gary Herman, Vassilios Gregoriou and Emory De Castro are Class III Directors of the Company.
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: November 26, 2024
| | Advent Technologies Holdings, Inc. |
| | | |
| | By: | /s/ James F. Coffey |
| | Name: | James F. Coffey |
| | Title: | Chief Operating Officer and General Counsel |
