Primary Offering
Of
26,392,355 Shares of
Common Stock
Secondary Offering
of
23,210,601 Shares of
Common Stock
4,340,278 Warrants
to Purchase Common Stock
and
10,152,865 Shares of
Common Stock
This prospectus supplement amends and supplements
(i) the prospectus dated April 19, 2022 (as supplemented or amended from time to time, the “April 19 Prospectus”), which forms
a part of our Registration Statement on Form S-1 (No. 333-253114) and (ii) the prospectus dated April 28, 2022 (as supplemented or amended
from time to time, the “April 28 Prospectus” and together with the April 19 Prospectus, the “Prospectuses” and
each, a “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-264421). This prospectus supplement
is being filed to update and supplement the information in each Prospectus with the information contained in our Current Report on Form
8-K as filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2022 (which is attached to and a part
of this prospectus supplement), only to the extent that any information contained in those documents is deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The April 19 Prospectus and this prospectus
supplement relate to the issuance by us of up to an aggregate of (i) 22,029,279 shares of our common stock that may be issued upon exercise
of warrants to purchase common stock at an exercise price of $11.50 per share (the “public warrants”) issued by AMCI Acquisition
Corp. (“AMCI”) in its initial public offering; (ii) 3,940,278 shares of our common stock that may be issued upon exercise
of placement warrants at an exercise price of $11.50 per share that were originally sold to AMCI Sponsor LLC (the “Sponsor”)
in a private placement consummated simultaneously with AMCI’s IPO (the “placement warrants”); and (iii) up to an aggregate
of 400,000 shares of our common stock that may be issued upon the exercise of the working capital warrants at an exercise price of $11.50
per share that were issued to the Sponsor in connection with loans made by it to AMCI prior to the closing of the Business Combination,
(the “working capital warrants” and, together with the placement warrants and the public warrants, the “warrants”).
The April 19 Prospectus and this prospectus
supplement also relate to the offer and sale, from time to time, by the selling securityholders named in the April 19 Prospectus or any
of their permitted transferees, of (i) up to an aggregate of 6,500,000 shares of our common stock that were issued to certain investors
in a private placement in connection with the closing of the Business Combination; (ii) up to an aggregate of 12,370,323 shares of our
common stock otherwise held by the selling securityholders; (iii) up to an aggregate of 3,940,278 shares of our common stock that may
be issued upon exercise of the placement warrants held by the selling securityholders; (iv) up to an aggregate of 400,000 shares of our
common stock that may be issued upon the exercise of the working capital warrants held by the selling securityholders and (v) up to an
aggregate of 3,940,278 placement warrants and 400,000 working capital warrants held by the selling securityholders, as further described
in the April 19 Prospectus. The April 19 Prospectus and this prospectus supplement also cover any additional securities that may become
issuable by reason of share splits, share dividends or other similar transactions.
The April 28 Prospectus relates to the offer
and sale, from time to time, by the selling securityholders named in the April 28 Prospectus or any of their permitted transferees of
up to an aggregate of 10,152,865 shares of our common stock, consisting of (i) 5,124,846 shares issued to F.E.R. fischer Edelstahlrohre
GmbH on August 31, 2021 pursuant to the Share Purchase Agreement, dated as of June 25, 2021, and (ii) 5,028,019 shares held by other selling
securityholders. The April 28 Prospectus and this prospectus supplement also covers any additional securities that may become issuable
by reason of share splits, share dividends or other similar transactions.
Our common stock and warrants are listed on
Nasdaq under the symbols “ADN” and “ADNWW”, respectively. On October 13, 2022, the closing price of our common
stock was $2.13 per share and the closing price of our warrants was $0.329 per share.
This prospectus supplement updates and
supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination
with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the
Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely
on the information in this prospectus supplement.
Investing in our securities involves risks
that are described in the “Risk Factors” section beginning on page 13 of the Prospectus.
Neither the SEC nor any state securities
commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is October 13, 2022.
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):
August 31, 2022
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.) |
|
|
|
|
|
200 Clarendon Street
Boston, MA 02116
(Address of principal executive offices, including
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(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
ADN |
|
The Nasdaq Capital Market |
Warrants to purchase one share of common stock, each at an exercise price of $11.50 |
|
ADNWW |
|
The Nasdaq Capital Market |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 31, 2022, the Board of Directors of Advent Technologies Holdings,
Inc. (the “Company”) approved and adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended
and Restated Bylaws”) that amends the quorum for a stockholders’ meeting to be at least one third (1/3) of all issued and
outstanding shares of the capital stock of the Company entitled to vote, present in person or by proxy.
The foregoing summary of the Second Amended and Restated Bylaws does
not purport to be complete and is subject to, and qualified in their entirety by reference to the Second Amended and Restated Bylaws,
copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
3.1 |
|
Second Amended and Restated Bylaws of Advent Technologies Holdings, Inc. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |