Current Report Filing (8-k)
June 20 2023 - 4:31PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 13, 2023
ADVENT TECHNOLOGIES HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38742 |
|
83-0982969 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
500 Rutherford Avenue, Suite 102
Boston,
MA 02129
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (617) 655-6000
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.0001 per share |
|
ADN |
|
The Nasdaq Capital Market |
Warrants to purchase
one share of common stock, each at an exercise price of $11.50 |
|
ADNWW |
|
The Nasdaq Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.03. | Material
Modification To Rights of Security Holders. |
The
information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.
| Item 5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Advent Technologies Holdings, Inc. (the “Company”)
held its annual meeting of stockholders on June 13, 2023, which was partially adjourned and reconvened on June 20, 2023 (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments (the “Amendments”) to (1) subsection
(a) of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)
to increase the Company’s number of shares of authorized common stock, par value $0.0001 per share, from 110,000,000 shares to
500,000,000 shares, with a corresponding increase in the Company’s total authorized capital stock, which includes common stock
and preferred stock, from 111,000,000 shares to 501,000,000 shares; and (2) Article VI of the Certificate of Incorporation to permit
the exculpation of our officers.
The Amendments, and the respective reasons therefor,
are described under Proposal 2 and Proposal 3 in the definitive proxy statement filed with the Securities and Exchange Commission on
April 25, 2023 (the “Proxy Statement”) and are incorporated herein by reference.
On
June 20, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Delaware Secretary
of State implementing the Amendments. The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission
of Matters to a Vote of Security Holders. |
On June 13, 2023, the Company held its Annual Meeting,
which was adjourned to June 20, 2023, solely with respect to the voting on Proposal 3 seeking to amend the Company’s Certificate
of Incorporation to permit the exculpation of its officers (as described in the Proxy Statement). As of April 21, 2023, the record date
of the Annual Meeting, 52,897,236 shares of common stock were issued and outstanding and more than one-third (1/3) of the issued and outstanding
shares of capital stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business, was present,
virtually online or by proxy.
At the Annual Meeting held on June 13, 2023, and
reconvened on June 20, 2023, Proposals 1, 2, 3, 4 and 5 as described in the Proxy Statement were approved by the stockholders.
The final voting results on each of the matters
submitted to a vote of stockholders were as follows:
Proposal
1: To elect three Class III directors to serve for a three-year term ending as of the annual meeting in 2026 or until his/her
successor is duly elected and qualified in accordance with our Certificate of Incorporation and amended and restated bylaws, or
his/her earlier death, resignation, or removal. The voting results were as follows:
Director Nominee | |
Votes For | |
Votes Withheld | |
Broker Non-Votes |
Vassilios Gregoriou | |
| 24,546,093 | | |
| 946,610 | | |
| 7,071,248 | |
Emory De Castro | |
| 18,971,078 | | |
| 6,521,625 | | |
| 7,071,248 | |
Panoraia ‘Nora’ Gourdoupi | |
| 18,884,617 | | |
| 6,608,086 | | |
| 7,071,248 | |
Proposal
2: To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of
the Company’s common stock, par value $0.0001 per share, from 110,000,000 to 500,000,000, and in conjunction therewith, to increase
the aggregate number of authorized shares to 501,000,000. The proposal required the affirmative vote of a majority of the outstanding
shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect
as votes against the proposal. The proposal was approved by a vote of stockholders as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
30,161,599 |
|
2,239,952 |
|
162,400 |
Proposal
3: To approve an amendment to the Company’s Certificate of Incorporation to permit the exculpation of its officers. The
proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in
person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was
approved by a vote of stockholders as follows:
Votes For |
|
Votes Against |
|
Abstentions |
27,202,791 |
|
1,781,380 |
|
127,821 |
Proposal
4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d),
the potential issuance and sale of 20% or more of the Company’s common stock pursuant to the purchase agreement with Lincoln Park
Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from the Company, from time to time,
up to $50,000,000 of common stock. The proposal required the affirmative vote of a majority of the votes cast by the stockholders represented
in person or by proxy. Abstentions and broker non-votes were not deemed to be votes cast, were not included in the tabulation of voting
results, and did not affect the outcome of voting on the proposal. The proposal was approved by a vote of stockholders as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
23,969,788 |
|
1,483,121 |
|
39,794 |
|
7,071,248 |
Proposal
5: To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023. Approval of the proposal required the affirmative vote
of a majority of all votes cast at the meeting. Abstentions had no effect on the result of the vote. The proposal was approved by a vote
of stockholders as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
32,307,420 |
|
207,369 |
|
49,162 |
| Item 9.01. | Financial
Statements and Exhibits |
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
|
ADVENT TECHNOLOGIES HOLDINGS, INC. |
|
|
|
By: |
/s/
James F. Coffey |
Dated: June 20, 2023 |
|
Name: |
James F. Coffey |
|
|
Title: |
Chief Operating Officer and General Counsel |
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