Current Report Filing (8-k)
May 05 2023 - 4:53PM
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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 5, 2023
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, 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 7.01 | Regulation FD Disclosure. |
Attached as Exhibit 99.1, and incorporated by reference in this report,
is an investor presentation of Advent Technologies Holdings, Inc. (the "Company") The presentation is also posted under Events
& Presentations on the Investor Relations page of the Company's website at http://www.advent.energy.
The information contained and incorporated by reference in this Item
7.01 on Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed”
for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
This report contains forward-looking statements, which reflect our
current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical
facts contained in this report, including statements regarding our future results of operations and financial position, business strategy
and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “could,” “target,” “predict,” “seek” and similar expressions are
intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect our financial condition, results of operations, business
strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to
a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”) and in the Company's other filings
with the Securities and Exchange Commission from time to time, which could cause actual results to differ materially. Moreover, we operate
in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to
predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light
of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in report may not occur and actual
results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Some of the key factors that could cause actual results to differ from
our expectations include:
| ● | our ability to maintain the listing of our shares of common stock and warrants on Nasdaq; |
| ● | our ability to raise financing in the future; |
| ● | our success in retaining or recruiting officers, key employees or directors; |
| ● | factors relating to our business, operations and financial performance, including: |
| ○ | our ability to control the costs associated with our operations; |
| ○ | our ability to grow and manage growth profitably; |
| ○ | our reliance on complex machinery for our operations and production; |
| ○ | the market’s willingness to adopt our technology; |
| ○ | our ability to maintain relationships with customers; |
| ○ | the potential impact of product recalls; |
| ○ | our ability to compete within our industry; |
| ○ | increases in costs, disruption of supply or shortage of raw materials; |
| ○ | risks associated with strategic alliances or acquisitions; |
| ○ | the impact of unfavorable changes in U.S. and international regulations; |
| ○ | the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and |
| ○ | our ability to protect our intellectual property rights; |
| ● | market conditions and global and economic factors beyond our control; |
| ● | volatility of our stock price and potential share dilution; |
| ● | future exchange and interest rates; and |
| ● | other factors detailed within the 2022 Annual Report under the section entitled “Risk Factors.” |
Item 9.01 Financial
Statements and Exhibits.
(c) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
|
ADVENT TECHNOLOGIES HOLDINGS, INC. |
|
|
|
By: |
/s/ James F. Coffey |
Dated: May 5, 2023 |
|
Name: |
James F. Coffey |
|
|
Title: |
Chief Operating Officer and General Counsel |
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