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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.

 

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit No.  Description
99.1  Press release issued May 9, 2024.
    
104  Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

 

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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

 

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