Registration No. 333-
As filed with the Securities and Exchange Commission on June 10, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ADVENT TECHNOLOGIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
83-0982969
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
200 Clarendon Street, Boston, MA
|
|
02116
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Advent Technologies Holdings, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
Vassilios Gregoriou
Chief Executive Officer
200 Clarendon Street
Boston, MA, 02116
(Name and address of agent for service)
(857) 264-7035
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Carl P. Marcellino, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
(212) 841-0623
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
|
|
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 7(a)(2)(B) of the Securities Act. □
CALCULATION OF REGISTRATION FEE
|
Title of Securities
to be Registered (1)
|
Amount to be
Registered (2)
|
|
Proposed Maximum
Offering Price Per Share (3)
|
|
|
Proposed Maximum
Aggregate Offering Price (3)
|
|
|
Amount of
Registration Fee (3)
|
|
|
Common stock, par value $0.0001 per share, that may be issued under the Advent Technologies Holdings, Inc. 2021 Equity Incentive Plan
|
6,915,892 shares
|
|
$
|
10.34
|
|
|
$
|
71,510,323
|
|
|
$
|
7,802
|
|
|
(1)
|
In addition to the number of shares of common stock, par value $0.0001 per share (the “Common Stock”) of Advent Technologies Holdings, Inc. (the “Registrant”) set forth in the above
table, this Registration Statement on Form S-8 (this “Registration Statement”) covers an indeterminate number of options and other rights to acquire Common Stock, to be granted pursuant to the Advent Technologies Holdings, Inc. 2021 Equity
Incentive Plan (as amended, the “2021 Plan”).
|
|
(2)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become
issuable under the 2021 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which would result in an increase in the number of outstanding shares
of Common Stock.
|
|
(3)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of
the Common Stock, as reported by the Nasdaq Capital Market, on June 7, 2021.
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I will be delivered to the participants of the 2021 Plan, as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the “SEC”) as part
of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference herein the following documents filed by the Registrant with the SEC pursuant to the Securities Act and pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”):
|
(a)
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 26, 2021, as amended by the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, filed with
the SEC on May 20, 2021;
|
|
(b)
|
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 20, 2021;
|
|
(c)
|
the Registrant’s Current Reports on Form 8-K filed with the SEC on February
4, 2021, February 9, 2021, February 22, 2021, April 16,
2021, May 7, 2021, June 7, 2021,
and June 10, 2021;
|
|
(e)
|
the description of the Registrant’s securities contained on Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on
March 26, 2021, including any amendments or reports filed for the purpose of updating such description.
|
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify any person made a party to an action,
suit or proceeding by reason of the fact that he or she was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if
the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.
The Registrant’s Second Amended and Restated Certificate of Incorporation provides that the Registrant’s directors, officers, employees and other
agents will be indemnified by the Registrant to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended.
In addition, the Registrant has entered or will enter into indemnification agreements with directors, officers, and some employees containing
provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements will require the Registrant, among other things, to indemnify its directors
against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Section 145 of the Delaware General Corporation Law also permits, in general, a Delaware corporation to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation, or served another entity in any capacity at the request of the corporation, against liability incurred by such person in such capacity, whether or not the corporation would have the
power to indemnify such person against such liability.
The Registrant’s Second Amended and Restated Certificate of Incorporation permits it to secure insurance on behalf of any person who is or was a
director, officer, trustee, employee or agent of the Registrant for any liability arising out of his or her actions, regardless of whether the Registrant would have the power or obligation to indemnify such person against such liability under the
provisions of the Second Amended and Restated Certificate of Incorporation. The Registrant has purchased a policy of directors’ and officers’ liability insurance that insures its officers and directors against the cost of defense, settlement or
payment of a judgment in some circumstances and insures the Registrant against its obligations to indemnify its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
|
Exhibit
|
|
|
|
|
|
|
|
|
|
Second Amended and Restated Certificate of Incorporation of Advent Technologies Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed with the SEC on February 9, 2021).
|
|
|
|
|
|
|
|
Amended and Restated Bylaws of Advent Technologies Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February
9, 2021).
|
|
|
|
|
|
|
|
Advent Technologies Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed with the SEC on February
9, 2021).
|
|
|
|
|
|
|
|
Opinion of Ropes & Gray LLP.
|
|
|
|
|
|
|
|
Consent of Marcum LLP, independent registered public accounting firm for AMCI Acquisition Corp.
|
|
|
|
|
|
|
|
Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A., independent registered accounting firm for Advent Technologies, Inc.
|
|
|
|
|
|
|
|
Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
|
|
|
|
|
|
|
|
Powers of Attorney (included on the signature page in Part II).
|
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the
Registration Statement;
|
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of
the offering.
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 10th day of June, 2021.
|
|
Advent Technologies Holdings, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Vassilios Gregoriou
|
|
|
|
Name: Vassilios Gregoriou
|
|
|
|
Title: Chief Executive Officer
|
Each person whose signature appears below constitutes and appoints each of Vassilios Gregoriou and William Hunter his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be
filed by Advent Technologies Holdings, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
|
June 10, 2021
|
|
Vassilios Gregoriou
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ William Hunter
|
|
President, Chief Financial Officer and Director
|
|
June 10, 2021
|
|
William Hunter
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Emory De Castro
|
|
Chief Technology Officer and Director
|
|
June 10, 2021
|
|
Emory De Castro
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lawrence M. Clark, Jr.
|
|
Director
|
|
June 10, 2021
|
|
Lawrence M. Clark, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Katherine E. Fleming
|
|
Director
|
|
June 10, 2021
|
|
Katherine E. Fleming
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anggelos Skutaris
|
|
Director
|
|
June 10, 2021
|
|
Anggelos Skutaris
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Katrina Fritz
|
|
Director
|
|
June 10, 2021
|
|
Katrina Fritz
|
|
|
|
|