Filed Pursuant to Rule 424(b)(5)
Registration No. 333-271389
PROSPECTUS SUPPLEMENT
(To the Prospectus Dated May 2, 2023)
ADVENT TECHNOLOGIES HOLDINGS, INC.
Up to $50,000,000
Common Stock
We
have entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC (“Wainwright”) relating
to the sale of our common stock, $0.0001 par value per share (“Common Stock”), offered by this prospectus
supplement and the accompanying prospectus. In accordance with the terms of the At The Market Offering Agreement, we may offer and
sell up to $50,000,000 of shares of our Common Stock from time to time through Wainwright acting as agent.
Sales of our Common Stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market equity offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through Nasdaq or any other existing trading market in the United States for our Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. If we and Wainwright agree on any method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. Wainwright is not required to sell any specific dollar amount of shares but will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices and applicable laws and regulations, subject to the terms of the At The Market Offering Agreement on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Wainwright will be entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold under the At The Market Offering Agreement. In connection with the sale of our common stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act.
We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Supplement Summary ‒ Emerging Growth Company” and ”‒ Smaller Reporting Company.” Our Common Stock and warrants are listed on the Nasdaq Capital Market under the symbols “ADN” and “ADNWW”, respectively. On June 1, 2023, the closing price of our Common Stock was $0.88 per share and the closing price of our warrants was $0.11 per share.
You should read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement carefully before you invest.
Investing in our securities involves a high degree of risk. See the information contained under “Risk Factors” on page 5 of this prospectus supplement and in the related sections noted in the accompanying prospectus, and in the documents incorporated by reference herein and therein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
H.C.
Wainwright & Co.
The date of this prospectus supplement is June 2, 2023.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form S-3 (File No. 333-271389) that we filed with the Securities and Exchange Commission, or the SEC, on April 21, 2023 and which became effective on May 2, 2023.
This prospectus supplement describes the specific terms of an offering of our Common Stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second part, the accompanying prospectus, provides more general information. If the information in this prospectus supplement is inconsistent with the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement.
We have not authorized, and Wainwright has not authorized, anyone to provide you with any information or to make any representations other than those included or incorporated by reference in this prospectus supplement and the accompanying prospectus and any relevant free writing prospectus. If you receive any information not authorized by us, we take no responsibility for, and can provide no assurance as to the reliability of, such information. You should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or any relevant free writing prospectus is accurate as of any date other than its respective date.
It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find additional related discussions. The table of contents in this prospectus supplement provides the pages on which these captions are located. You should read both this prospectus supplement and the accompanying prospectus, together with the additional information described in the sections entitled “Where You Can Find More Information” and “Incorporation by Reference” of this prospectus supplement, before investing in our securities.
We are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Common Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Common Stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
References in this prospectus to the terms “we,” “us,” “our,” the “Company,” or other similar terms refer to Advent Technologies Holdings, Inc., a Delaware corporation, together with its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents that we incorporate by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus supplement may include, for example, statements about:
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our ability to maintain the listing of our shares of Common Stock and warrants on Nasdaq; |
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our ability to raise financing in the future; |
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our success in retaining or recruiting officers, key employees or directors; |
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factors relating to our business, operations and financial performance, including: |
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our ability to control the costs associated with our operations; |
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our ability to grow and manage growth profitably; |
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our reliance on complex machinery for our operations and production; |
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the market’s willingness to adopt our technology; |
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our ability to maintain relationships with customers; |
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the potential impact of product recalls; |
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our ability to compete within our industry; |
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increases in costs, disruption of supply or shortage of raw materials; |
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risks associated with strategic alliances or acquisitions; |
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the impact of unfavorable changes in U.S. and international regulations; |
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the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and |
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our ability to protect our intellectual property rights. |
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market conditions and global and economic factors beyond our control, including general economic conditions, unemployment and our liquidity, operations and personnel; |
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volatility of our stock price and potential share dilution; |
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future exchange and interest rates; and |
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other factors contained in, or incorporated into, this prospectus supplement, including our Annual Report on Form 10-K for the year ended December 31, 2022, and any related free writing prospectus, under the section entitled “Risk Factors.” |
These forward-looking statements are based on information available as of the date of this prospectus supplement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the SEC. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our Common Stock, see the section entitled “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus supplement and in the documents we incorporate by reference in this prospectus supplement. This summary is not complete and does not contain all of the information that you should consider before investing in the securities we are offering. After you read this summary, to fully understand our company and this offering and its consequences to you, you should read this entire prospectus supplement carefully, including the information referred to under the heading “Risk Factors” in this prospectus beginning on page S-6, and any related free writing prospectus as well as the other documents that we incorporate by reference into this prospectus supplement including our financial statements and the exhibits to the registration statement of which this prospectus supplement is a part.
The Company
Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures, and assembles complete fuel cell systems and the critical components that determine the performance of hydrogen fuel cells and other energy systems, as well as high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. Advent’s mission is to become a leading provider of fuel cell systems, HT-PEMs, fuel cells, and HT-PEM based membrane electrode assemblies (“MEA” or “MEAs”), which are critical components used in fuel cells, and other electrochemical applications such as electrolyzers and flow batteries. Advent develops the core chemistry components, the MEAs, that enable fuel cells to operate at high temperatures and also provide these MEAs to third-party fuel cell manufacturers.
To date, Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters, research and development, and manufacturing facility in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the Philippines.
The majority of Advent’s current revenue derives from the sale and servicing of fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems and MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has also secured grant funding for a range of projects from research agencies and other organizations. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.
Advent plans to scale-up U.S. and European production and its global sales operations to handle future demand. Advent’s investment priorities are increasing MEA production volumes, executing on new product development initiatives (next-generation fuel cell systems and MEAs), and optimizing production operations to improve unit costs. Advent’s principal focus is on the total fuel cell market, from components to complete systems, and we plan to use our products and technology to address pressing global climate needs.
Emerging Growth Company
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement filed under the Securitas Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Advent elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Advent, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Advent is no longer considered to be an emerging growth company. At times, Advent may elect to early adopt a new or revised standard. See Note 2 in the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for more information about the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the year ended December 31, 2022.
In addition, Advent relies on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Advent intends to rely on such exemptions, Advent is not required to, among other things: (a) provide an auditor’s attestation report on Advent’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
Advent will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Advent’s first fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) the last date of Advent’s fiscal year in which Advent has total annual gross revenue of at least $1.235 billion, (c) the date on which Advent is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Advent has issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.
Corporate Information
Our principal executive offices are located at 500 Rutherford Avenue, Suite 102, Boston, MA 02129. Our telephone number is (617) 655-6000, and our website address is https://www.advent.energy. Information contained on our website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this prospectus supplement or the registration statement of which it forms a part.
THE OFFERING
Securities offered |
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Shares of our Common Stock having an aggregate offering price of up to $50,000,000.
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Common Stock to be Outstanding after this offering(1)
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Up to 106,818,182 shares of Common Stock, assuming sales of 56,818,181 shares of Common Stock in this offering at an assumed offering price of $0.88 per share, which was the last reported sale price of our shares of Common Stock on Nasdaq on June 1, 2023. The actual number of shares of Common Stock issued will vary depending on the sales price under this offering at which shares may be sold from time to time during this offering.
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Manner of offering |
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“At the market offering” as defined in Rule 415(a)(4) under the Securities Act that may be made from time to time through our sales agent, Wainwright. See “Plan of Distribution” on page S-12 of this prospectus supplement.
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Use of Proceeds |
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intend to use the net proceeds to fund the operating expenses and capital expenses for product development and plan to make substantial
investments over the next several years, among others, in new production equipment and warehousing, systems assembly line, MEA assembly
automation, aeronautical stacks, facility expansion, new hirings and for working capital and general corporate purposes. See “Use
of Proceeds” on page S-11 of this prospectus supplement.
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Risk Factors |
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Investing in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to purchase our securities.
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Trading Symbols |
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Our Common Stock and warrants are listed on the Nasdaq Capital Market under the symbols “ADN” and “ADNWW”, respectively. |
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The number of shares of Common Stock outstanding immediately after this offering is based on 53,097,236 shares of Common Stock outstanding as of June 1, 2023, and does not include (a) 26,369,557 shares issuable upon exercise of outstanding warrants, and (b) 3,289,855 shares of Common Stock issuable upon exercise of outstanding options, 2,288,772 shares issuable upon vesting of outstanding restricted stock units, 33,671 shares issuable upon outstanding restricted stock units that have vested, and 295,196 shares of Common Stock reserved for future issuance of awards pursuant to the Company’s 2021 Equity Incentive Plan. Unless otherwise indicated, this prospectus supplement assumes no exercise of outstanding stock options or warrants and no settlement of outstanding restricted stock units. |
RISK FACTORS
Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks set out below and the other documents incorporated by reference in this prospectus supplement that summarize the risks that may materially affect us and our business before making an investment in our securities. Please see “Incorporation by Reference”. If any of these risks occur, our business, results of operations or financial condition could be materially adversely affected. In that case, the trading price of our securities could decline, and you may lose all or part of your investment. The risks set out in this prospectus supplement are not the only risks we face. You should also refer to the other information set forth in this prospectus supplement as well as those incorporated by reference herein and therein, including financial statements and the related notes, for further risks faced by us.
The Company and its securities should be considered a speculative investment due to the high-risk nature of our business, and you should carefully consider all of the information disclosed in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein prior to making an investment in the Company. In addition, the following risk factors should be given special consideration when evaluating an investment in the securities.
Risks Related to the Business
We have incurred losses since inception and we expect that we will continue to incur losses for the foreseeable future.
We have not been profitable since operations commenced, and we may never achieve or sustain profitability. We expect to continue to incur net losses and generate negative cash flows until we can produce sufficient revenues and gross profit to cover our costs. We may never become profitable. Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future. We will require significant additional capital to continue operations and to implement our business strategy. We cannot estimate with reasonable certainty the actual amounts necessary to successfully complete the development, manufacture and commercialization of our products and there is no certainty that we will be able to raise the necessary capital on reasonable terms or at all.
Our audited financial statements included a statement that there is a substantial doubt about our ability to continue as a going concern and a continuation of negative financial trends could result in our inability to continue as a going concern.
Our audited financial statements as of and for the year ended December 31, 2022 were prepared on the assumption that we would continue as a going concern. Our audited financial statements as of and for the year ended December 31, 2022 did not include any adjustments that might result from the outcome of this uncertainty. Our management has determined that there is a substantial doubt about our ability to continue as a going concern over the next twelve months based on the insufficient amount of cash and cash equivalents as of the financial statement filing date and our independent auditors have included a “going concern” explanatory paragraph in their report on our financial statements as of and for the year ended December 31, 2022. In July 2022, we received official ratification from the European Commission of the European Union for one of the Important Projects of Common European Interest (“IPCEI”), Green HiPo. This project provides for the availability of funding of €782.1 million over the next six years. As of the issuance date of the consolidated financial statements, we have not received an agreement which provides the terms of the funding. In addition to Green HiPo, management may pursue additional capital raises in the future. We cannot provide assurance that we will be able to obtain additional funding on acceptable terms, if at all. If we are unable to obtain sufficient funding, we could be required to delay our development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. The reaction of investors to the inclusion of a going concern statement by our independent auditors, and our potential inability to continue as a going concern, could materially adversely affect the price of our Common Stock.
We continue to generate a low level of revenue from our core products.
Based on conversations with existing customers and incoming inquiries from prospective customers, we anticipate substantial increased demand for our MEAs and fuel cell systems from a wide range of customers as we scale up our production facilities and testing capabilities, and as the awareness of our MEA capabilities becomes widely known in the industry. We expect both existing customers to increase order volume, and to generate substantial new orders from new customers, with some of whom we are already in discussions regarding prospective commercial partnerships and joint development agreements. As of December 31, 2022, we were still generating a low level of revenues compared to our future projections and have not made any commercial sales to new customers.
Risks Related to the Offering
A return on the Common Stock purchased in this offering is not guaranteed.
There is no guarantee that the shares of Common Stock purchased in this offering will earn any positive return in the short term or long term. Investing in our Common Stock is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Investing in our securities is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.
We may not be able to maintain compliance with the continued listing requirements of the Nasdaq Capital Market.
Our common stock is listed on the Nasdaq Capital Market. To maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, a requirement that our closing bid price be at least $1.00 per share.
On May 24, 2023, we were notified by Nasdaq Listing Qualifications Staff about bid price deficiency. The Company is reviewing plans to regain compliance with the $1.00 closing bid price requirement. If the Company does not regain compliance with the bid price requirement by November 30, 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 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. If we fail to continue to meet all applicable continued listing requirements for The Nasdaq Capital Market in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, our ability to obtain financing to repay debt and fund our operations.
We currently do not have enough authorized shares of common stock to issue all shares offered hereunder and we require stockholder approval and the subsequent filing with the Secretary of State of the State of Delaware a certificate of amendment to our second amended and restated certificate of incorporation to effect an increase of the authorized number of shares of common stock available for issuance under the At The Market Offering Agreement. There is no assurance that such stockholder approval will be obtained which will limit our ability to raise capital and could materially and adversely affect the Company’s business, financial condition and results of operations.
We do not have enough shares of Common Stock currently authorized under our second amended and restated certificate of incorporation (the “certificate of incorporation”) to issue all shares in the offering to pursuant to the At the Market Offering Agreement. We currently have 110,000,000 shares of common stock authorized under our certificate of incorporation. As of June 1, 2023, we had 53,097,236 shares of Common Stock issued and outstanding, 26,369,557 shares issuable upon exercise of outstanding warrants, 3,289,855 shares issuable upon exercise of outstanding options, 2,288,772 shares issuable upon vesting of outstanding restricted stock units,33,671 shares issuable upon outstanding restricted stock units that have vested, and 295,196 shares available for future issuance as awards under the Company’s 2021 Equity Incentive Plan. We currently do not have sufficient remaining authorized shares of Common Stock to fully utilize sales pursuant to the At The Market Offering Agreement unless and until an increase of our authorized shares of Common Stock is approved by stockholders and we file with the Secretary of State of the State of Delaware a certificate of amendment to our certificate of incorporation effecting such increase. If our stockholders do not approve the increase of authorized shares of Common Stock, our business development and financing alternatives will be limited by the lack of sufficient unissued and unreserved authorized shares of Common Stock, and stockholder value may be harmed, perhaps severely, by this limitation.
We have used almost all of our unreserved, authorized shares.
We have currently used almost all of our unreserved authorized shares and will need stockholder approval to implement an increase in our authorized shares of common stock. Our certificate of incorporation and the Delaware General Corporation Law (the “DGCL”), currently require the approval of stockholders holding not less than a majority of all outstanding shares of capital stock entitled to vote in order to approve an increase in our authorized shares of common stock. We currently plan to seek stockholder approval at our annual meeting, which is scheduled to be held on June 13, 2023. There are no assurances that stockholder approval will be obtained, in which event will be unable to raise additional capital through the issuance of shares of common stock to fund our future operations.
We have broad discretion in the use of proceeds from the offering.
Our management will have broad discretion with respect to the application of net proceeds received by us from the sale of the shares under this prospectus supplement and may spend such proceeds in ways that do not improve our results of operations or enhance the value of the securities. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business or cause the price of our common shares to decline.
The Common Stock offered hereby will be sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no maximum sales price. Pursuant to the At The Market Offering Agreement, our board of directors, or a duly authorized executive committee thereof, may authorize, from time to time, a minimum sales price per share of our common stock sold in this offering, which will limit the Company’s ability to make sales if the price goes below that minimum. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.
You may experience immediate and substantial dilution in the net tangible book value per share of the Common Stock you purchase.
The price per share of our Common Stock being offered may be higher than the net tangible book value per share of our Common Stock outstanding prior to your purchase and in such case, you will suffer immediate dilution based on the difference between the price you pay per share of our Common Stock and our net tangible book value per share at the time of your purchase.
The actual number of shares we will issue and the total aggregate proceeds resulting from sales made under the At The Market Offering Agreement with Wainwright, at any one time or in total, is uncertain.
Subject to certain limitations in the At The Market Offering Agreement with Wainwright and compliance with applicable law, we have the discretion to deliver sales notices to Wainwright at any time throughout the term of the At The Market Offering Agreement. The number of shares that are sold by Wainwright after delivering a sales notice will fluctuate based on the market price of the Common Stock during the sales period and limits we set with Wainwright, and as such, it is not currently possible to predict the aggregate proceeds to be raised in connection with this offering or the number of shares that will ultimately be issued.
Future issuances of securities may result in substantial dilution to our existing stockholders and investors.
We may issue or sell additional shares of Common Stock or other securities that are convertible or exchangeable into shares of Common Stock in subsequent offerings or may issue additional shares of Common Stock or other securities to finance future acquisitions. We cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the shares. Sales or issuances of substantial numbers of shares of Common Stock or other securities that are convertible or exchangeable into Common Stock, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Stock. With any additional sale or issuance of shares of Common Stock or other securities that are convertible or exchangeable into Common Stock, our stockholders will suffer dilution to their voting power and economic interest in the Company. Furthermore, to the extent holders of our stock options, warrants or other convertible securities convert or exercise their securities and sell the shares of Common Stock they receive, the trading price of the Common Stock on Nasdaq may decrease due to the additional amount of shares available in the market.
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market price of our Common Stock may be volatile.
The market price of our Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control. This volatility may affect the ability of holders of Common Stock to sell their securities at an advantageous price. Market price fluctuations in our Common Stock may be due to our operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by us or our competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Stock.
Financial markets have periodically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of our Common Stock may decline even if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of our Common Stock may be materially adversely affected.
Sales of a significant number of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.
Sales of a significant number of shares of our Common Stock in the public markets, or the perception that such sales could occur as a result of our utilization of a universal shelf registration statement, our At The Market Offering Agreement with Wainwright or otherwise, could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our Common Stock or the market perception that we are permitted to sell a significant number of our securities would have on the market price of our Common Stock.
Resales of our Common Stock in the public market during this offering by our stockholders may cause the market price of our Common Stock to fall.
We may issue shares of Common Stock from time to time in connection with this offering. The issuance from time to time of these new shares of Common Stock, or our ability to issue new shares of Common Stock in this offering, could result in resales of shares our Common Stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Stock.
A liquid market in our Common Stock on Nasdaq may not be maintained.
Our stockholders may be unable to sell significant quantities of Common Stock into the public trading markets without a significant reduction in the price of their shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Stock on the trading market, and that we will continue to meet the listing requirements of Nasdaq or achieve listing on any other national securities exchange. There can be no assurance that an active and liquid market for our Common Stock will be maintained, and our stockholders may find it difficult to resell shares of Common Stock.
USE OF PROCEEDS
We may issue and sell shares of Common Stock having aggregate sales proceeds of up to $50,000,000 from time to time, before deducting sales agent commissions and expenses. The amount of proceeds from this offering will depend upon the number of shares of our Common Stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the At The Market Offering Agreement with Wainwright.
We
intend to use the net proceeds to fund the operating expenses and capital expenses for product development and plan to make
substantial investments over the next several years, among others, in new production equipment and warehousing, systems assembly
line, MEA assembly automation, aeronautical stacks, facility expansion, new hirings and for working capital and general corporate
purposes. Accordingly, we will have broad discretion in the application of the proceeds of this offering. We incurred operating
losses and negative operating cash flow for the year ended December 31, 2022 and for the three months ended March 31,
2023. The Company expects to use the net proceeds from the offering in pursuit of its ongoing general business objectives. To that
end, a substantial portion of the net proceeds from the offering are expected to be allocated to working capital requirements. To
the extent that we have negative operating cash flows in future periods, we may need to deploy a portion of the net proceeds from
the offering and/or our existing working capital to fund such negative cash flow.
Our ultimate use might vary substantially from what is stated in this prospectus supplement and will depend on a number of factors, including those referred to under “Risk Factors” in the accompanying prospectus and any other factors set forth in this prospectus supplement.
The amounts and timing of our use of the net proceeds from this offering will depend on a number of factors, such as the timing and progress of any collaborative or strategic partnering efforts, and the competitive environment for our products. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the timing and application of these proceeds.
All expenses relating to the offering under this prospectus supplement will be paid out of the gross proceeds of the offering.
PLAN OF DISTRIBUTION
We have entered into an At The Market Offering Agreement with Wainwright, pursuant to which we may issue and sell from time to time shares of our Common Stock having an aggregate offering price of up to $50,000,000 through Wainwright as our sales agent pursuant to this prospectus supplement and the accompanying prospectus. Sales of the shares of Common Stock, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. If we and Wainwright agree on any method of distribution other than sales of shares on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.
Wainwright will offer shares of our Common Stock at prevailing market prices subject to the terms and conditions of the At The Market Offering Agreement as agreed upon by us and Wainwright. We will designate the number of shares which we desire to sell, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in one day and any minimum price below which sales may not be made. Subject to the terms and conditions of the At The Market Offering Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all of the shares requested to be sold by us. We or Wainwright may suspend the offering of the shares of Common Stock being made through Wainwright under the At The Market Offering Agreement upon proper notice to the other party.
Settlement for sales of Common Stock will occur on the second trading day or such shorter settlement cycle as may be in effect under Exchange Act Rule 15c6-1 from time to time, following the date on which any sales are made, or on some other date that is agreed upon by us and Wainwright in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our shares of our Common Stock as contemplated in this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Wainwright may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay Wainwright in cash, upon each sale of shares of our common stock pursuant to the At The Market Offering Agreement, a commission of 3.0% of the gross proceeds from each sale of shares. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Pursuant to the terms of the At The Market Offering Agreement, we agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the At The Market Offering Agreement in an amount not to exceed $50,000 in the aggregate, in addition to up to a maximum of $2,500 per due diligence update session conducted in connection with each such date the Company files its Quarterly Reports on Form 10-Q. We will report at least quarterly the number of shares of our Common Stock sold through Wainwright under the At The Market Offering Agreement, the net proceeds to us and the compensation paid by us to Wainwright in connection with the sales of shares of our Common Stock.
In connection with the sales of shares of our Common Stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to Wainwright will be deemed to be underwriting commissions or discounts. We have agreed in the At The Market Offering Agreement to provide indemnification and contribution to Wainwright against certain liabilities, including liabilities under the Securities Act.
The offering of our shares of our Common Stock pursuant to the At The Market Offering Agreement will terminate upon the earlier of the sale of all of the shares of our Common Stock provided for in this prospectus supplement or termination of the At The Market Offering Agreement as permitted therein.
To the extent required by Regulation M, Wainwright will not engage in any market making activities involving our Common Stock while the offering is ongoing under this prospectus supplement.
From time to time, Wainwright may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they may receive customary fees and commissions. However, we have no present arrangements with Wainwright for any further services.
This prospectus supplement and the accompanying prospectus may be made available in electronic format on a website maintained by Wainwright, and Wainwright may distribute this prospectus supplement and the accompanying prospectus electronically.
The foregoing does not purport to be a complete statement of the terms and conditions of the At The Market Offering Agreement. A copy of the At The Market Offering Agreement is included as an exhibit to our Current Report on Form 8-K that will be filed with the SEC and incorporated by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part. See “Where You Can Find More Information” and “Incorporation of Documents By Reference”.
Trading Market
Our Common Stock is listed on Nasdaq under the symbol “ADN.”
LEGAL MATTERS
Certain legal matters relating to this offering and the validity of the Common Stock offered by this prospectus supplement are being passed upon for Advent Technologies Holdings, Inc. by Manatt, Phelps & Phillips, LLP, Los Angeles, California. Wainwright is being represented by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
The
consolidated financial statements of Advent Technologies Holdings, Inc. appearing in Advent Technologies Holdings, Inc.’s
Annual Report (Form 10-K) for the year ended December 31, 2022, have been audited by Ernst & Young (Hellas) Certified
Auditors Accountants S.A., independent registered public accounting firm, as set forth in their report thereon, (which contains an
explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going
concern as described in Note 1 to the consolidated financial statements), included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing. Ernst & Young (Hellas) Certified Auditors Accountants S.A. is located at
Chimarras 8B, 15125, Maroussi, Athens, Greece and is registered as a corporate body with the public register for company
auditors-accountants kept with the Body of Certified Auditors-Accountants, or SOEL, Greece with registration number 107.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus and the applicable prospectus supplement. This prospectus and the applicable prospectus supplement do not contain all of the information set forth in the registration statement and its exhibits and schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities being offered by this prospectus and the applicable prospectus supplement, you should read the registration statement of which this prospectus is a part, including its exhibits and schedules. Statements contained in this prospectus and the applicable prospectus supplement, including documents that we have incorporated by reference, as to the contents of any contract or other document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the corresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s EDGAR database or our website.
We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC at www.sec.gov.
We also make these documents available on our website at https://www.advent.energy. Our website and the information contained or connected to our website is not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it part of this prospectus or any prospectus supplement.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information to you by referring you to these documents. The information incorporated by reference is an important part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC (SEC File No. 001-38742), and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all filings made after the date of the filing of this prospectus supplement, except as to any portion of any future report or document that is not deemed filed under such provision, after the date of this prospectus supplement and prior to the termination of this offering:
|
● |
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023; |
|
● |
Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 15, 2023; |
|
● |
Current Reports on Form 8-K, filed with the SEC on March 10, 2023, March 29, 2023, April 11, 2023 and May 26, 2023 (in each case, excluding information furnished pursuant to Item 2.02 or 7.01 or corresponding information furnished under Item 9.01 or included as an exhibit); and |
|
● |
The description of the our Common Stock contained in Exhibit 4.4 to our Annual Report on Form 10-K, including any amendments thereto or reports filed for the purpose of updating such description. |
We incorporate by reference any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus supplement and the termination of the offering.
Notwithstanding the foregoing, unless specifically stated to the contrary, information that we furnish (and that is not deemed “filed” with the SEC) under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference into this prospectus supplement or the registration statement of which this prospectus supplement is a part.
Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement, or in any other document that is subsequently filed with the SEC and incorporated by reference into this prospectus supplement, modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus supplement, except as so modified or superseded. Since information that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any documents previously incorporated by reference have been modified or superseded.
Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, a copy of the documents incorporated by reference into this prospectus supplement but not delivered therewith. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus supplement, at no cost by writing or telephoning us at the following address: Advent Technologies Holdings, Inc., 500 Rutherford Avenue, Suite 102, Boston, MA 02129, Attention: Corporate Secretary; or by telephone at (617) 655-6000.
You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on our website at https://www.advent.energy. Information contained on our website is not incorporated by reference into this prospectus supplement and you should not consider any information on, or that can be accessed from, our website as part of this prospectus supplement.
This prospectus supplement is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the information incorporated by reference or provided in this prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus supplement or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus supplement or those documents.
Up to $50,000,000 of Common Stock
Prospectus Supplement
H.C. Wainwright & Co.
June 2, 2023
PROSPECTUS
$200,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
From
time to time, we may offer to sell the securities described in this prospectus separately or together in any combination, in one or more
classes or series, in amounts, at prices, and on terms to be determined at the time of any such offering. The aggregate offering price
of the securities we sell pursuant to this prospectus will not exceed $200,000,000.
This
prospectus provides a general description of the securities that we may offer. Each time any securities are offered pursuant to this
prospectus, we will provide specific information about the offered securities in one or more supplements to this prospectus.
Prospectus
supplements may also add, update or change information in this prospectus. If the information varies between this prospectus and any
accompanying prospectus supplement, you should rely on the information in the prospectus supplement.
Our
common stock and warrants are listed on Nasdaq under the symbols “ADN” and “ADNWW”, respectively. Any prospectus
supplement will indicate if the securities offered thereby will be listed on any securities exchange.
You
should carefully read this prospectus and any applicable prospectus supplement, together with the documents we incorporate by reference,
before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus
supplement describing the method and terms of the offering.
Investing
in any of our securities involves a high degree of risk. Please read carefully the section entitled “Risk Factors”
on page 3 of this prospectus and the “Risk Factors” section contained in any applicable prospectus supplement and in
the documents incorporated by reference in this prospectus before investing in our securities.
We
are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federal
securities laws and, as such, are subject to certain reduced public company reporting requirements.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 2, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination of
the securities described in this prospectus in one or more offerings.
This
prospectus provides you with a general description of the securities that may be offered pursuant to the registration statement of which
this prospectus forms a part. Each time we sell securities pursuant to the registration statement of which this prospectus forms a part,
a prospectus supplement will be provided that contains specific information about the terms of that offering and the securities being
sold in that offering. The prospectus supplement may also add to, update or change the information contained in or incorporated by reference
in this prospectus. If information varies between this prospectus and any prospectus supplement, you should rely on the information in
the prospectus supplement.
You
should only rely on the information contained in or incorporated by reference in this prospectus, any prospectus supplement and any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with
different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making
offers to sell the securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer
or solicitation.
Before
purchasing any securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional
information described under the heading “Where You Can Find Additional Information” and “Information We Incorporate
by Reference.” You should assume that the information contained in this prospectus, any prospectus supplement or any free writing
prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only
as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of
operations, and prospects may have changed materially since those dates.
References
in this prospectus to the terms “we,” “us,” “our,” “the Company,” or other similar terms
refer to Advent Technologies Holdings, Inc., a Delaware corporation, together with its consolidated subsidiaries.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC. This prospectus does not contain all of the information
included in the registration statement.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed a registration statement
on Form S-3, including exhibits, under the Securities Act, with respect to the common stock and warrants offered by this prospectus.
This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement
or the exhibits. Our SEC filings are available to the public on the internet at a website maintained by the SEC located at http://www.sec.gov.
We
also maintain an Internet website at http://www.advent.energy. Through our website, we make available, free of charge, the following
documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on
Form 10-K; our proxy statements for our annual and special shareholder meetings; our Quarterly Reports on Form 10-Q; our Current
Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D; and amendments to those documents. The information contained on, or
that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.
Forms
of any documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus
forms a part or will be filed through an amendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K
or other document filed with the SEC and incorporated into this prospectus by reference. Statements in this prospectus about these documents
are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the
actual documents for a more complete description of the relevant matters. The full registration statement, including exhibits thereto,
may be obtained from either the SEC or us as indicated above.
INFORMATION
WE INCORPORATE BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered
to be part of this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus
will be deemed to be modified or superseded for purposes of this prospectus to the extent a statement contained in this prospectus or
in any other subsequently filed document that is or is deemed to be incorporated by reference in this prospectus modifies or supersedes
that statement.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
| ● | our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with
the SEC on March 31, 2023 (the “Annual Report”); |
| ● | the
description of our common stock contained in our registration statement on Form 8-A,
filed with the SEC on November 14, 2018, as amended by our Current Reports on Form 8-K
filed with the SEC on February 9, 2021 (File No.: 001-28742), and any amendment or report
filed with the SEC for the purpose of updating such description, including Exhibit 4.4 to
the Annual Report. |
We
also incorporate by reference the information contained in all other documents that we file with the SEC pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act (other than the portions that are deemed
to have been furnished and not filed in accordance with SEC rules, unless otherwise indicated therein), on or after the date of the registration
statement of which this prospectus forms a part and prior to its effectiveness and prior to the completion of the offering of all securities
under this prospectus and any prospectus supplement. The information contained in any such document will be considered part of this prospectus
from the date the document is filed with the SEC. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this prospectus and any accompanying prospectus supplement
to the extent that a statement contained herein or therein or in any other subsequently filed document, which also is or is deemed to
be incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any accompanying prospectus supplement.
We will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is
delivered, a copy of any or all of the documents incorporated by reference in this prospectus or any accompanying prospectus supplement
(other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference in the document requested) at no
cost. Any such request can be made by writing or telephoning us at the following address and telephone number:
Advent
Technologies Holdings, Inc.
Corporate
Secretary
500
Rutherford Avenue, Suite 102
Boston,
MA 02129
(617)
655-6000
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents to which the Company refers you to in this prospectus, as well as oral statements made or to be made by
the Company, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by,
the Private Securities Litigation Reform Act of 1995 and other federal securities laws, which are referred to as the safe harbor provisions,
with respect to the businesses, strategies and plans of the Company and its expectations relating to its future financial condition and
performance. Statements included in this prospectus that are not historical facts are forward-looking statements, including statements
about the beliefs and expectations of the management of the Company. Words such as “believe,” “continue,” “could,”
“expect,” “plan,” “anticipate,” “intends,” “estimate,” “forecast,”
“project,” “potential,” “predict”, “should,” “may,” “might,”
“will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking
statements that are intended to be covered by the safe harbor provisions.
Any
forward-looking statements in this prospectus, any prospectus supplement, and the information incorporated by reference in this prospectus
and each prospectus supplement reflect our current views with respect to future events or to our future financial performance and involve
known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially
different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that
may cause actual results to differ materially from current expectations include, among other things, those described under the heading
“Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, as supplemented by our Quarterly Reports
on Form 10-Q, and discussed elsewhere in this prospectus, each prospectus supplement, and the information incorporated by reference
in this prospectus and each prospectus supplement. Given these uncertainties, you should not place undue reliance on these forward-looking
statements.
All
subsequent written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. The Company is not under any obligation, and the Company expressly disclaims any
obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time
to time, whether as a result of new information, future events or otherwise, except as may be required by law.
ABOUT
ADVENT TECHNOLOGIES HOLDINGS, INC.
This
summary highlights selected information contained elsewhere in this prospectus and in the documents we incorporate by reference. This
summary does not contain all of the information you should consider before making an investment decision. You should read this entire
prospectus carefully, especially the risks discussed under “Risk Factors” beginning on page 3 of this prospectus, along with
our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by
reference in this prospectus.
The
Company
Advent
is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops,
manufactures, and assembles complete fuel cell systems and the critical components that determine the performance of hydrogen fuel cells
and other energy systems, as well as high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel
cell systems for the off-grid and portable power markets and plans to expand into the mobility market. Advent’s mission is to become
a leading provider of fuel cell systems, HT-PEMs, fuel cells, and HT-PEM based membrane electrode assemblies (“MEA” or “MEAs”),
which are critical components used in fuel cells, and other electrochemical applications such as electrolyzers and flow batteries. Advent
develops the core chemistry components, the MEAs, that enable fuel cells to operate at high temperatures and also provide these MEAs
to third-party fuel cell manufacturers.
To
date, Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel
cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets.
Advent has its headquarters, research and development, and manufacturing facility in Boston, Massachusetts, a product development facility
in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the Philippines.
The
majority of Advent’s current revenue derives from the sale and servicing of fuel cell systems and MEAs, as well as the sale of
membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems
and MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain
commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has
also secured grant funding for a range of projects from research agencies and other organizations. Advent expects to continue to be eligible
for grant funding based on its product development activities over the foreseeable future.
Advent
plans to scale-up U.S. and European production and its global sales operations to handle future demand. Advent’s investment priorities
are increasing MEA production volumes, executing on new product development initiatives (next-generation fuel cell systems and MEAs),
and optimizing production operations to improve unit costs. Advent’s principal focus is on the total fuel cell market, from components
to complete systems, and we plan to use our products and technology to address pressing global climate needs.
Emerging
Growth Company
Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the
new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period
and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Advent
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, Advent, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard, until such time Advent is no longer considered to be an emerging growth company.
At times, Advent may elect to early adopt a new or revised standard. See Note 2 in the audited consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2022 for more information about the recent accounting
pronouncements adopted and the recent accounting pronouncements not yet adopted for the year ended December 31, 2022.
In
addition, Advent relies on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions
set forth in the JOBS Act, if, as an emerging growth company, Advent intends to rely on such exemptions, Advent is not required to, among
other things: (a) provide an auditor’s attestation report on Advent’s system of internal control over financial reporting
pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may
be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s
report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose
certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of
the Chief Executive Officer’s compensation to median employee compensation.
Advent
will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Advent’s first fiscal year
following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement
under the Securities Act of 1933, as amended, (b) the last date of Advent’s fiscal year in which Advent has total annual gross
revenue of at least $1.235 billion, (c) the date on which Advent is deemed to be a “large accelerated filer” under the rules
of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Advent has issued more
than $1.0 billion in non-convertible debt securities during the previous three years.
Smaller
Reporting Company
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common
stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during
such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.
Corporate
Information
Our
principal executive offices are located at 500 Rutherford Avenue, Suite 102, Boston, MA 02129. Our telephone number is (617) 655-6000,
and our website address is https://www.advent.energy. Information contained on our website or connected thereto is provided for textual
reference only and does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement
of which it forms a part.
RISK
FACTORS
Investing
in any of our securities involves significant risks. Before making an investment decision, in addition to the other information contained
in or incorporated by reference in this prospectus and any prospectus supplement, you should carefully consider the specific risks set
forth under the heading “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, as such
risk factors may be amended, supplemented, or superseded from time to time by other reports we file with the SEC, including subsequent
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the risk factors described under the caption “Risk
Factors” in any applicable prospectus supplement. See “Where You Can Find Additional Information” and “Information
We Incorporate by Reference.” If any of these risks actually occurs, our business, results of operations, and financial condition
could suffer. In that case, the trading price of our securities could decline, and you could lose all or part of your investment. Additional
risks and uncertainties not currently known to us, or that we currently believe are immaterial, may also adversely affect our business,
operating results, and financial condition and the value of an investment in our securities. In addition, past financial performance
may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future
periods.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock, and certain provisions of our amended and restated certificate of incorporation and amended
and restated bylaws, are summaries of material terms and provisions and are qualified by reference to our amended and restated certificate
of incorporation and our amended and restated bylaws, copies of which have been filed with the SEC and are incorporated by reference
as exhibits to the registration statement of which this prospectus forms a part.
Authorized
and Outstanding Capital Stock
Pursuant
to our second amended and restated certificate of incorporation (the “Charter”), the total number of shares of capital stock
that we are authorized to issue is 111,000,000 shares, consisting of two classes as follows: (i) 110,000,000 shares of common stock,
par value $0.0001 per share (the “common stock”), and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share.
As
of March 31, 2023, there were approximately 31 holders of record of shares of our common stock and 2 holders of record of our warrants.
Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.
Common
Stock
Voting
Rights. Except as otherwise required by law or the second amended and restated certificate of incorporation, holders of common stock
are entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders are generally
entitled to vote; provided, that, except as otherwise required by law, holders of common stock shall not be entitled to vote on any amendment
to the second amended and restated certificate of incorporation that relates solely to the terms of one or more outstanding series of
preferred stock if the holders of such affected series of preferred stock are entitle, either separately or together with the holders
of one or more other such series of preferred stock, to vote thereon pursuant to the second amended and restated certificate of incorporation
or the DGCL.
Dividend
Rights. The board of directors may from time to time declare, and the Company may pay, dividends (payable in cash, property or shares
of capital stock) on the Company’s outstanding shares of capital stock, subject to applicable law and the second amended and restated
certificate of incorporation.
Liquidation,
Dissolution, and Winding Up. On the liquidation, dissolution, distribution of assets or winding up of the Company, each holder of
shares of common stock will be entitled, pro rata on a per share basis, to all assets of the Company of whatever kind available for distribution
to the holders of common stock, subject to the designations, preferences, limitations, restrictions and relative rights of any other
class or series of preferred stock then outstanding.
Preemptive
or Other Rights
Our
stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to our
common stock.
Preferred
Stock
Our second amended and restated
certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board
of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect
the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of
directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.
Dividends
We
have not paid any cash dividends on our common stock to date. The payment of cash dividends in the future will be dependent upon our
revenues and earnings, if any, capital requirements and general financial conditions. The payment of any cash dividends is within the
discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.
Transfer
Agent for our Common Stock
The
transfer agent for our common stock is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent, its agents and each of its stockholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Certain
Anti-Takeover Provisions of Delaware Law and our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware
corporations, under certain circumstances, from engaging in a “business combination” with:
| ● | a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”); |
| ● | an
affiliate of an interested stockholder; or |
| ● | an
associate of an interested stockholder, for three years following the date that the stockholder
became an interested stockholder. |
A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203
do not apply if:
| ● | our
board of directors approves the transaction that made the stockholder an “interested
stockholder,” prior to the date of the transaction; or |
| ● | after
the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time
the transaction commenced, other than statutorily excluded shares of common stock. |
The
second amended and restated certificate of incorporation provides that our board of directors is classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.
Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval (including a
specified future issuance) and could be utilized for a variety of corporate purposes, including future offerings to raise additional
capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred
stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger
or otherwise.
Exclusive
forum for certain lawsuits
The
second amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought
only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be
deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have
the effect of discouraging lawsuits against our directors and officers.
Special
meeting of stockholders
Our
second amended and restated bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors,
by our Chief Executive Officer or by our Chairman.
Advance
notice requirements for stockholder proposals and director nominations
Our
amended and restated bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate
candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To
be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later
than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of
the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion
in our annual proxy statement must comply with the notice periods contained therein. Our amended and restated bylaws also specify certain
requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing
matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Action
by written consent
Any
action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the stockholders.
Classified
Board of Directors
Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year
terms. The second amended and restated certificate of incorporation provides that the authorized number of directors may be changed only
by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from
office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on
our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a
majority of our directors then in office.
Stock
Exchange Listing
Our
Common Stock and Public Warrants are listed on Nasdaq under the symbols “ADN” and “ADNWW”, respectively.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain
general terms and provisions of the debt securities that we may offer in one or more series under this prospectus. When we offer to sell
a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will
also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series
of debt securities. To the extent the information contained in the prospectus supplement differs from this summary description, you should
rely on the information in the prospectus supplement.
We
will issue any senior debt securities under the senior indenture that we will enter into with the trustee to be named in the senior indenture.
We will issue any subordinated debt securities under the subordinated indenture that we will enter into with the trustee to be named
in the subordinated indenture. We have filed forms of these indentures as exhibits to the registration statement of which this prospectus
is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be
filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports
that we file with the SEC. Unless the context requires otherwise, we use the term “indenture” to refer to both the senior
indenture and the subordinated indenture, as well as to refer to any supplemental indentures that specify the terms of a particular series
of debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
The
indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee”
to refer to either the senior trustee or the subordinated trustee, as applicable.
The
following summary of material provisions of the senior debt securities, the subordinated debt securities, and the indenture is subject
to, and is qualified in its entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities.
We urge you to read the applicable prospectus supplement related to the debt securities that we sell under this prospectus, as well as
the complete indenture that contains the terms of the debt securities.
General
The
indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder. The debt securities may be
issued from time to time in one or more series and the terms of each series of debt securities will be established by or pursuant to
a resolution of our board of directors and set forth in an officer’s certificate or a supplemental indenture. The particular terms
of each series of debt securities will be described in a prospectus supplement relating to that series (including any pricing supplement
or term sheet), including the following terms, if applicable:
| ● | the
title of the debt securities; |
| ● | the
price or prices (expressed as a percentage of the principal amount) at which we will sell
the debt securities; |
| ● | the
aggregate principal amount of the debt securities being offered and any limit on the aggregate
principal amount of that series of debt securities; |
| ● | whether
any of our direct or indirect subsidiaries will guarantee the debt securities, including
the terms of subordination, if any, of those guarantees; |
| ● | the
ranking (including the terms of the subordination of any series of subordinated debt securities); |
| ● | the
date or dates on which the principal of the securities of the series is payable; |
| ● | the
interest rate or rates (which may be fixed or variable), if any, and the method for calculating
such interest rate or rates; |
| ● | the
identity of the trustee; |
| ● | the
dates from which interest will accrue, the interest payment dates, and the record dates for
the interest payments; |
| ● | the
place or places where the principal of, and any premium or interest on, the debt securities
shall be payable, where the securities of that series may be surrendered for registration
of transfer or exchange, and where notices and demands to us in respect of the debt securities
may be delivered; |
| ● | any
mandatory or optional redemption terms, including any conditions precedent to such optional
redemption; |
| ● | if
applicable, the period or periods within which, the price or prices at which and the terms
and conditions upon which the securities of the series must be redeemed or may be redeemed,
in whole or in part, at our option; |
| ● | any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund
or analogous provisions or at the option of a holder of debt securities and the period or
periods within which, the price or prices at which and the terms and conditions upon which
securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
that obligation; |
| ● | any
dates, if any, on which, and the price or prices at which, we will repurchase debt securities
at the option of the holders of debt securities and other detailed terms and provisions of
any such repurchase obligations; |
| ● | the
denominations in which the debt securities will be issued; |
| ● | whether
the debt securities will be issued in the form of certificated debt securities or global
debt securities; |
| ● | if
other than the principal amount thereof, the portion of the principal amount of the debt
securities of the series that shall be payable upon declaration of acceleration of the maturity
thereof; |
| ● | if
the debt securities are denominated in other than U.S. dollars, the currency or currencies
(including composite currencies) in which the debt securities are denominated, and if such
currency of denomination is a composite currency, the agency or organization, if any, responsible
for overseeing such composite currency; |
| ● | the
designation of the currency, currencies or currency units in which payment of the principal
of, and any premium or interest on, the debt securities of the series will be made; |
| ● | if
payments of principal of, or any premium or interest on, the debt securities will be made
in one or more currencies or currency units other than that or those in which the debt securities
are denominated, the manner in which the exchange rate with respect to those payments will
be determined; |
| ● | the
manner in which the amounts of payment of principal of, and any premium or interest on, the
debt securities will be determined, including if these amounts may be determined by reference
to an index based on a currency or currencies or by reference to a commodity, commodity index,
stock exchange index or financial index; |
| ● | any
provisions, if any, relating to any security provided for the debt securities; |
| ● | any
addition to, deletion of or change in the Events of Default described in this prospectus
or in the indenture with respect to the debt securities and any change in the acceleration
provisions described in this prospectus or in the indenture with respect to the debt securities; |
| ● | any
addition to, deletion of or change in the definitions, covenants, and successors described
in this prospectus or in the indenture with respect to the debt securities; |
| ● | any
depositaries, interest rate calculation agents, exchange rate calculation agents, or other
agents appointed with respect to the debt securities; |
| ● | the
provisions, if any, relating to conversion or exchange of any series of debt securities,
including if applicable, the conversion or exchange price and period, the securities or other
property into which the debt securities will be convertible, provisions as to whether conversion
or exchange will be mandatory, at the option of the holders thereof or at our option, the
events requiring an adjustment of the conversion price or exchange price, and provisions
affecting conversion or exchange if that series of debt securities is redeemed; and |
| ● | any
other terms of the series of debt securities that may supplement, modify, or delete any provision
of the indenture (including any definitions therein) as it applies to that series, including
any terms that may be required under applicable law or regulations or advisable in connection
with the marketing of the debt securities. |
In
addition, we will provide you with information on the federal income tax considerations and other special considerations applicable to
any of these debt securities in the applicable prospectus supplement.
If
we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units,
or if the principal of, or any premium or interest on, any series of debt securities is payable in a foreign currency or currencies or
a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific
terms, and other information with respect to that issue of debt securities and the foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.
Transfer
and Exchange
Each
debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, as
the depositary, or a nominee of the depositary (we will refer to any such debt security as a “global debt security”), or
a certificate issued in definitive registered form (we will refer to any debt security represented by a certificate as a “certificated
debt security”) as set forth in the applicable prospectus supplement. Except as set forth below, global debt securities will not
be issuable in certificated form.
Certificated
Debt Securities. You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance
with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we
may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.
You
may effect the transfer of certificated debt securities and the right to receive the principal of and any premium and interest on certificated
debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the
trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global
Debt Securities and Book-Entry System. Each global debt security will be deposited with, or on behalf of, the depositary, and registered
in the name of the depositary or a nominee of the depositary. Beneficial interests in global debt securities will not be issuable in
certificated form unless (i) the depositary has notified us that it is unwilling or unable to continue as depositary for that global
debt security or has ceased to be qualified to act as such as required by the indenture and we fail to appoint a successor depositary
within 90 days of such event; (ii) we determine, in our sole discretion, not to have those securities represented by one or more global
securities; or (iii) any other circumstances shall exist, in addition to or in lieu of those described above, as may be described in
the applicable prospectus supplement. Unless and until a global debt security is exchanged for certificated debt securities under the
limited circumstances described in the previous sentence, a global debt security may not be transferred except as a whole by the depositary
to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of
the successor depositary.
Consolidation,
Merger, and Sale of Assets
The
indenture generally provides that we may not consolidate with or merge with or into, sell, convey, transfer, or dispose of all or substantially
all of our assets to another entity, whether in one transaction or a series of related transactions, unless: (a)(i) the Company is the
surviving corporation or (ii) the successor person (if other than the Company) (A) is a corporation, limited liability corporation, partnership,
or trust organized under the laws of the United States, any state thereof, or the District of Columbia, and (B) expressly assumes by
a supplemental indenture all of our obligations under the debt securities and the indenture, and (b) immediately after giving effect
to the transaction no default or Event of Default (as defined below) and no circumstances which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing, and (c) we shall have delivered to the trustee an officer’s
certificate and an opinion of counsel, each stating that such consolidation, merger, or transfer and such supplemental indenture comply
with the indenture.
Notwithstanding
the above, (i) any subsidiary of the Company may consolidate with, merge into, or transfer all or part of its properties to us and (ii)
the Company may merge with or into an affiliate of the Company incorporated or formed solely for the purpose of reincorporating or reorganizing
the Company in another state of the United States or the District of Columbia or changing the legal domicile of the Company or for the
sole purpose of forming or collapsing a holding company structure or changing the form of legal entity. Neither an officer’s certificate
nor an opinion of counsel shall be required to be delivered in connection therewith.
Events
of Default
“Event
of Default” means, with respect to any series of debt securities, any of the following:
| ● | default
in the payment of any interest upon any debt security of that series when it becomes due
and payable, and continuance of such default for a period of 30 days (unless the entire amount
of the payment is deposited by us with the trustee or with a paying agent prior to the expiration
of the 30-day period); |
| ● | default
in the payment of principal of, or any premium on, any debt security of that series at its
maturity; |
| ● | default
in the performance or breach of any covenant by us in the indenture (other than defaults
described above or defaults relating to a covenant that has been included in the indenture
solely for the benefit of a series of debt securities other than that series), which default
continues uncured for a period of 90 days after we receive written notice thereof; |
| ● | the
occurrence of specified events of bankruptcy, insolvency, or reorganization; and |
| ● | any
other event of default provided with respect to a series of debt securities that is described
in the applicable supplemental indenture or prospectus supplement. |
No
Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency, or reorganization)
necessarily constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of
Default or an acceleration under the indenture may constitute an Event of Default under certain indebtedness of ours or our subsidiaries
outstanding from time to time.
If
an Event of Default with respect to any series of debt securities at the time outstanding occurs and is continuing (other than an Event
of Default resulting from certain events of bankruptcy, insolvency, or reorganization), then the trustee or the holders of not less than
25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given
by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities,
that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all
debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency, or reorganization,
the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become
and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt
securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a
judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the
outstanding debt securities of that series, by written notice to us and the trustee, may rescind and annul such declaration of acceleration
and its consequences if all Events of Default, other than the non-payment of accelerated principal and interest, if any, with respect
to debt securities of that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement
relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion
of the principal amount of those discount securities upon the occurrence of an Event of Default.
The
indenture provides that the trustee will be under no obligation to perform any duty or exercise any of its rights or powers under the
indenture unless the trustee receives indemnity satisfactory to it against any cost, liability, or expense, which might be incurred by
it in performing that duty or exercising that right or power. Subject to certain rights of the trustee, the holders of a majority in
principal amount of the outstanding debt securities of any series will have the right to direct the time, method, and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the
debt securities of that series.
No
holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the
indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
| ● | that
holder has previously given to the trustee written notice of a continuing Event of Default
with respect to debt securities of that series; |
| ● | the
holders of not less than 25% in principal amount of the outstanding debt securities of that
series have made written request to the trustee to institute the proceedings in respect of
that Event of Default in its own name as trustee under the indenture; |
| ● | such
holder or holders have offered to the trustee indemnity or security satisfactory to the trustee
against the costs, expenses, and liabilities, which might be incurred by the trustee in compliance
with the request; |
| ● | the
trustee has failed to institute any such proceeding for 60 days after its receipt of such
notice, request, and offer of indemnity; and |
| ● | no
direction inconsistent with the written request has been given to the trustee during that
60-day period by holders of a majority in principal amount of the outstanding debt securities
of that series. |
Notwithstanding
any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment
of the principal of, and any interest on, that debt security on or after the due dates expressed in that debt security (or, in the case
of redemption, on the redemption date, subject to the satisfaction of any conditions to such redemption) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such holder.
The
indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with
the indenture from our principal executive officer, principal financial officer, or principal accounting officer. If a default or Event
of Default occurs and is continuing with respect to the debt securities of any series and if it is actually known to a responsible officer
of the trustee, the trustee shall mail to each holder of the debt securities of that series notice of a default or Event of Default within
90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such default or Event of Default. The
indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default or Event of Default
(except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in
good faith that withholding notice is in the interest of the holders of those debt securities.
Modification
and Waiver
We
and the trustee may modify and amend or supplement the indenture or the debt securities of one or more series without the consent of
any holder of any debt security:
| ● | to
add guarantees with respect to debt securities of a series or secure debt securities of a
series; |
| ● | to
surrender any of our rights or powers under the indenture; |
| ● | to
add covenants or Events of Default for the benefit of the holders of any series of debt securities; |
| ● | to
comply with the applicable rules or procedures of any applicable depositary; |
| ● | to
cure any ambiguity, defect, or inconsistency; |
| ● | to
comply with the provisions of the indenture concerning consolidations, mergers, and transfers
of all or substantially all of our assets; |
| ● | to
provide for uncertificated securities in addition to or in place of certificated securities; |
| ● | to
make any change that does not materially adversely affect the rights of any holder of that
series of debt securities; |
| ● | to
evidence and provide for the appointment of a successor trustee with respect to the debt
securities of any series and to add to or change any of the provisions of the indenture as
shall be necessary to provide for or facilitate administration by more than one trustee; |
| ● | to
comply with requirements of the SEC in order to effect or maintain the qualification of the
indenture under the Trust Indenture Act; |
| ● | to
comply with the rules or regulations of any securities exchange or automated quotation system
on which any of the debt securities may be listed or traded; |
| ● | to
provide for the issuance of and establish the form and terms and conditions of debt securities
of any series as permitted by the indenture; |
| ● | to
change or eliminate any of the provisions of the indenture, provided that any such change
or elimination shall not be effective with respect to any outstanding debt securities of
any series created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provision; and |
| ● | for
certain other reasons set forth in any prospectus supplement. |
We
may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding
debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the
consent of the holders of each affected debt security then outstanding if that amendment will:
| ● | reduce
the principal amount of debt securities of that series whose holders must consent to an amendment,
supplement or waiver; |
| ● | reduce
the rate of or extend the time for payment of interest (including default interest) on any
debt security or that series; |
| ● | reduce
the principal of, or change the fixed maturity of, any debt security of that series or reduce
the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation with respect to that series of debt securities; |
| ● | reduce
the principal amount of discount securities of that series payable upon acceleration of maturity; |
| ● | waive
a default or Event of Default in the payment of the principal of, or interest, if any, on
any debt security of that series (except a rescission of acceleration of the debt securities
of any series by the holders of at least a majority in principal amount of the then outstanding
debt securities of that series and a waiver of the payment default that resulted from such
acceleration); |
| ● | make
the principal of, or any interest on, any debt security of that series payable in currency
other than that stated in the debt security; |
| ● | make
any change to certain provisions of the indenture relating to, among other things, (i) the
right of holders of debt securities to receive payment of the principal of, and any interest
on, those debt securities and to institute suit for the enforcement of any such payment and
(ii) waivers or amendments; or |
| ● | waive
a redemption payment with respect to any debt security of that series, provided that such
redemption is made at our option. |
Except
for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series
may, on behalf of the holders of all debt securities of that series, by written notice to the trustee, waive our compliance with provisions
of the indenture or the debt securities with respect to that series. The holders of a majority in principal amount of the outstanding
debt securities of any series may, on behalf of the holders of all the debt securities of that series, waive any past default under the
indenture with respect to that series and its consequences, except a default in the payment of the principal of, or any interest on,
any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities
of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Satisfaction
and Discharge of Indenture
The
indenture shall cease to be of further effect with respect to a series of debt securities when either:
| ● | we
have delivered to the trustee for cancellation all outstanding debt securities of that series,
other than any debt securities that have been destroyed, lost, or stolen and that have been
replaced or paid as provided in the indenture; |
| ● | all
outstanding debt securities of that series that have not been delivered to the trustee for
cancellation have become due and payable or are by their terms to become due and payable
within one year or are to be called for redemption within one year under arrangements satisfactory
to the trustee for the giving of notice of redemption, and we have irrevocably deposited
with the trustee as trust funds the entire amount, in cash in U.S. dollars or U.S. governmental
obligations, sufficient to pay at maturity or upon redemption all debt securities of that
series, including principal of and any premium and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be; or |
| ● | we
have properly fulfilled any other means of satisfaction and discharge that may be set forth
in the terms of the debt securities of that series. |
In
each case, we will also pay all other sums payable by us under the indenture with respect to the debt securities of that series and deliver
to the trustee an opinion of counsel and an officer’s certificate, each stating that all conditions precedent to satisfaction and
discharge with respect to the debt securities of that series have been complied with.
Defeasance
Legal
Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may
be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be
so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued
such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient
in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment
of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of that series on
the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.
This
discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received
from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the indenture, there
has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if the deposit, defeasance, and discharge had not occurred.
Defeasance
of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions, which we refer to as covenant defeasance, then:
| ● | we
may be released from our obligations with respect to certain covenants set forth in the indenture,
as well as any additional covenants that may be set forth in the applicable prospectus supplement
and supplemental indenture; and |
| ● | any
omission to comply with those covenants will not constitute a default or an Event of Default
with respect to the debt securities of that series. |
The
conditions include:
| ● | depositing
with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, government obligations of the government
that issued or caused to be issued such currency, that, through the payment of interest and
principal in accordance with their terms, will provide money in an amount sufficient in the
opinion of a nationally recognized firm of independent public accountants or investment bank
to pay and discharge each installment of principal of and interest, if any, on and any mandatory
sinking fund payments in respect of the debt securities of that series on the stated maturity
of those payments in accordance with the terms of the indenture and those debt securities; |
| ● | delivering
to the trustee an opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of the deposit and related covenant defeasance and will be subject to U.S. federal
income tax on the same amounts and in the same manner and at the same times as would have
been the case if the deposit and related covenant defeasance had not occurred; and |
| ● | delivering
to the trustee an opinion of counsel and an officer’s certificate, each stating that
all conditions precedent to defeasance with respect to the debt securities of that series
have been complied with. |
Governing
Law
The
indenture and any debt securities issued thereunder will be governed by and construed in accordance with the laws of the State of New
York (without regard to the conflicts of law provisions other than Section 5-1401 of the New York General Obligations Law).
Subordination
of Subordinated Debt Securities
The
subordinated debt securities will be subordinate and junior in priority to certain of our other indebtedness to the extent described
in a prospectus supplement.
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase shares of our common stock, shares of our preferred stock, or debt securities. We may issue warrants independently
of or together with shares of our common stock, shares of our preferred stock, debt securities, or other securities offered by any prospectus
supplement. Warrants sold with other securities may be attached to or separate from shares of our common stock, shares of our preferred
stock, debt securities, or other securities. We may issue warrants under one or more warrant agreements between us and a bank or trust
company, as warrant agent, which we will name in the prospectus supplement relating to the particular issue of offered warrants. If we
appoint a warrant agent, such warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The
prospectus supplement relating to any warrants we offer will include specific terms relating to the offering. These terms may include
some or all of the following:
| ● | the
title of the warrants; |
| ● | the
aggregate number of warrants to be offered; |
| ● | the
price or prices at which the warrants will be issued; |
| ● | the
currency or currencies, including composite currencies, in which the price of the warrants
may be payable; |
| ● | the
designation and terms of the securities purchasable upon exercise of the warrants and the
number of securities issuable upon exercise of the warrants; |
| ● | the
price at which and the currency or currencies, including composite currencies, in which the
securities purchasable upon exercise of the warrants may be purchased; |
| ● | the
date on which the right to exercise the warrants shall commence and the date on which that
right will expire; |
| ● | if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one
time; |
| ● | if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security; |
| ● | if
applicable, the terms related to any permitted adjustment in the exercise price of or number
of securities covered by the warrants; |
| ● | if
applicable, the date on and after which the warrants and the related securities will be separately
transferable; |
| ● | if
applicable, a discussion of any material federal income tax considerations; and |
| ● | any
other terms of the warrants, including terms, procedures, and limitations relating to the
exchange and exercise of warrants. |
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified
time on the expiration date that we set forth in the applicable prospectus supplement. After the specified time on the expiration date,
unexercised warrants will become void.
Warrants
may be exercised as described in the applicable prospectus supplement. Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will, as soon as practicable, issue and deliver the underlying securities purchasable upon such exercise. If
fewer than all of the warrants represented by a warrant certificate are exercised, we will issue a new warrant certificate for the remaining
amount of warrants.
The
description in the applicable prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in
its entirety by reference to the applicable form of warrant agreement, including a form of warrant certificate, which will describe the
terms of the series of warrants being offered, and which will be filed with the SEC and incorporated by reference in the registration
statement of which this prospectus is a part.
DESCRIPTION
OF RIGHTS
We
may issue rights for the purchase of shares of our common stock, shares of our preferred stock, or debt securities. Each series of rights
will be issued under a separate rights agreement to be entered into with a bank or trust company, as rights agent, all as set forth in
the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the
rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates or beneficial owners
of rights.
The
prospectus supplement relating to any rights we offer will describe the specific terms of those rights. These terms may include some
or all of the following:
| ● | the
date for determining the persons entitled to participate in the rights distribution; |
| ● | the
title and aggregate number or amount of underlying securities purchasable upon exercise of
the rights and the exercise price; |
| ● | the
aggregate number of rights being issued; |
| ● | the
date, if any, on and after which the rights may be transferable separately; |
| ● | the
date on which the right to exercise the rights will commence and the date on which the right
will expire; |
| ● | the
number of rights outstanding, if any; |
| ● | if
applicable, a discussion of any material federal income tax considerations; and |
| ● | any
other terms of the rights, including the terms, procedures, and limitations relating to the
distribution, exchange and exercise of the rights. |
The
description in the applicable prospectus supplement of any rights we offer will not necessarily be complete and will be qualified in
its entirety by reference to the applicable form of rights agreement, which will describe the terms of the series of rights being offered,
and which will be filed with the SEC and incorporated by reference in the registration statement of which this prospectus is a part.
DESCRIPTION
OF UNITS
We
may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units
consisting of a combination of debt securities and warrants to purchase common stock. The following description sets forth certain general
terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if
any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each
unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have
the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which
may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified
date.
The
prospectus supplement relating to any particular issuance of units we offer will describe the terms of those units. These terms may include
some or all of the following:
| ● | the
designation and terms of the units and the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately; |
| ● | any
provision for the issuance, payment, settlement, transfer, or exchange of the units or of
the securities comprising the units; and |
| ● | whether
the units will be issued in fully registered or global form |
The
description in the applicable prospectus supplement of any units we offer will not necessarily be complete. Such description will be
qualified in its entirety by reference to the applicable form of unit agreement, including a form of unit certificate, which will describe
the terms of the series of units being offered, and which will be filed with the SEC and incorporated by reference in the registration
statement of which this prospectus is a part.
PLAN
OF DISTRIBUTION
We
may offer and sell the securities described in this prospectus from time to time in one or more transactions, including without limitation:
| ● | directly
to one or more investors, including through a specific bidding, auction, or other process; |
| ● | to
investors through agents; |
| ● | to
or through brokers or dealers; |
| ● | to
the public through underwriting syndicates led by one or more managing underwriters; |
| ● | to
one or more underwriters acting alone for resale to investors or to the public; or |
| ● | through
a combination of any of these methods or any other method permitted pursuant to applicable
law. |
In
addition, the manner in which we may offer and sell some or all of the securities described in this prospectus includes, without limitation,
through:
| ● | a
block trade in which a broker-dealer will attempt to sell as agent, but may position or resell
a portion of the block, as principal, in order to facilitate the transaction; |
| ● | purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
| ● | ordinary
brokerage transactions and transactions in which a broker solicits purchasers; or |
| ● | privately
negotiated transactions. |
A
prospectus supplement with respect to each offering of securities will set forth the terms of the offering and the method of distribution
of the securities and will identify any firms acting as underwriters, dealers or agents in connection with the offering, including:
| ● | the
name or names of any underwriters, dealers, or agents and the amounts of securities underwritten
or purchased by each of them, if any; |
| ● | the
purchase price of the securities being offered and the net proceeds to be received by us
from the sale; |
| ● | any
public offering price; |
| ● | any
over-allotment options under which the underwriters may purchase additional securities from
us; |
| ● | any
delayed delivery arrangements; |
| ● | any
underwriting discounts or commissions or agency fees and other items constituting compensation
to underwriters, dealers or agents; |
| ● | any
discounts or concessions allowed or reallowed or paid to dealers; and |
| ● | any
securities exchange or markets on which the securities offered in the prospectus supplement
may be listed. |
The
offer and sale of the securities described in this prospectus by us, the underwriters or the third parties described above may be effected
from time to time in one or more transactions, including privately negotiated transactions, either:
| ● | at
a fixed price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | in
“at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities
Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
| ● | at
prices related to the prevailing market prices; or |
In
connection with the sale of the securities, underwriters, dealers, or agents may be deemed to have received compensation from us in the
form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent.
Underwriters may sell the securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions,
or commissions from the underwriters or commissions from the purchasers for whom they may act as agent.
Underwriters,
dealers, and agents participating in the securities distribution may be deemed to be underwriters, and any discounts and commissions
they receive and any profit they realize on the resale of the securities may be deemed to be underwriting discounts and commissions under
the Securities Act. Underwriters and their controlling persons, dealers, and agents may be entitled, under agreements entered into with
us, to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.
Any
securities we sell pursuant to a prospectus supplement may or may not be listed on a national securities exchange. It is possible that
one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered
securities.
In
connection with any offering, the underwriters may purchase and sell securities in the open market. These transactions may include short
sales, stabilizing transactions, and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters
of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases
made for the purpose of preventing a decline in the market price of the securities while an offering is in progress. The underwriters
also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount
received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or
short-covering transactions. These activities by the underwriters may stabilize, maintain, or otherwise affect the market price of the
securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any time. Underwriters may engage in over-allotment. If any
underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover
page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open
market.
Underwriters,
dealers, or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions
with and perform services for, us or our affiliates in the ordinary course of business for which they may have received or receive customary
fees and reimbursement of expenses.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters regarding the validity of the securities to be offered
by this prospectus will be passed upon for us by Manatt, Phelps & Phillips, LLP, Los Angeles, California.
Additional legal matters may be passed upon for us or any underwriters, dealers, or agents by counsel that will be named in the applicable
prospectus supplement.
EXPERTS
The
consolidated financial statements of Advent Technologies Holdings, Inc. appearing in Advent Technologies Holdings, Inc.'s Annual
Report (Form 10-K) for the year ended December 31, 2022, have been audited by Ernst & Young (Hellas) Certified Auditors
Accountants S.A., independent registered public accounting firm, as set forth in their report thereon, (which contains an
explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going
concern as described in Note 1 to the consolidated financial statements), included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing. Ernst & Young (Hellas) Certified Auditors Accountants S.A. is located at
Chimarras 8B, 15125, Maroussi, Athens, Greece and is registered as a corporate body with the public register for company
auditors-accountants kept with the Body of Certified Auditors-Accountants, or SOEL, Greece with registration number 107.
ADVENT
TECHNOLOGIES HOLDINGS, INC.
$200,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
PROSPECTUS
May 2, 2023
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