Current Report Filing (8-k)
May 26 2023 - 5:16PM
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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 24, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 24, 2023, Advent Technologies Holdings, Inc. (the “Company”)
received a letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company is not in compliance with Nasdaq Listing
Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market (the “Minimum
Bid Requirement”). Nasdaq’s notice has no immediate effect on the listing of the Company’s Common Stock on Nasdaq.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180
calendar days, until November 20, 2023, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price
of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180-day
period, at which time the Staff will provide written notification to the Company that it complies with the Minimum Bid Requirement, unless
the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company does not regain compliance with the bid price requirement
by November 20, 2023, the Company may be eligible for an additional 180-calendar day compliance period so long as it satisfies the criteria
for initial listing on the Nasdaq Capital Market, except the Minimum Bid Requirement, and the continued listing requirement for market
value of publicly held shares and the Company provides written notice to Nasdaq of its intention to cure the deficiency during the second
compliance period by effecting a reverse stock split, if necessary. In the event it appears to Staff that the Company will not be able
to cure the deficiency, or if the Company is not otherwise eligible for the second grace period, the Staff will provide written notice
that the Common Stock is subject to delisting; however, the Company may request a hearing before the Nasdaq Hearings Panel (the “Panel”),
which request, if timely made, would stay any further suspension or delisting action by the Staff pending the conclusion of the hearing
process and expiration of any extension that may be granted by the Panel. There can be no assurance that the Company will be eligible
for the additional 180 calendar day compliance period, if applicable, that the Staff would grant the Company’s request for continued
listing subsequent to any delisting notification, or, if the Company does appeal the delisting determination by the Staff to the Panel,
that such appeal would be successful, or that the Company will be able to regain compliance with the Minimum Bid Requirement or maintain
compliance with the other Nasdaq listing requirements.
The Company intends to closely monitor the closing bid price of the
Common Stock and consider all available options to remedy the bid price deficiency to regain compliance with the Minimum Bid Requirement.
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 26, 2023 |
|
Name: |
James F. Coffey |
|
|
Title: |
Chief Operating Officer and General Counsel |
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