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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):
February 18, 2026
Abpro Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41224 |
|
87-1013956 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
100 Summit Drive
Burlington,
MA |
|
01803 |
| (Address of principal executive offices) |
|
(Zip Code) |
1-800-396-5890
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
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 |
| Shares of Common Stock, par value $0.0001 per share |
|
ABP |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $114.90 |
|
ABPWW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 18, 2026, Abpro Holdings, Inc. (the “Company”) received written notification from the Nasdaq Hearings Panel (the
“Panel”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that, due to the Company not having met the terms of
the Panel’s November 10, 2025 decision that the Company demonstrate compliance with the minimum equity standard requirement under
Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s securities will be delisted from Nasdaq, and trading will be
suspended at the open of trading on February 23, 2026.
The
Company has 15 days after the date it received notice of the Panel’s decision to request that the Nasdaq Listing and Hearing Review
Council (the “Council”) review the decision. The Company expects to appeal the Panel’s decision. If no appeal is taken,
the Company expects Nasdaq will file a Form 25 with the SEC to delist the securities from Nasdaq and deregister the securities under Section
12(b) of the Securities Exchange Act of 1934, as amended.
Following
suspension of trading on Nasdaq, the Company expects its common stock will be eligible for quotation on the OTC Pink Market under its
existing symbol, “ABP” and its public warrants under the existing symbol “ABPWW.” The Company can provide no assurances
that any broker-dealer will make a market in its common stock or public warrants or that trading levels, liquidity, or quotation prices
will be maintained. The Company also cautions its stockholders and public warrant holders that trading on the OTC Pink Market may be subject
to limited availability of information, reduced transparency and liquidity and greater volatility.
Cautionary Statement
Regarding Forward-Looking Statements
This Current Report on Form
8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters
of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding Nasdaq’s
expected filing of a Form 25 with the SEC and eligibility of the Company’s common stock and public warrants for quotation on the
OTC Pink Market.
In some cases, you can identify
forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,”
“believe,” “contemplate,” “continue,” “could,” “due,” “estimate,”
“expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”
“potential,” “positioned,” “seek,” “should,” “target,” “will,”
“would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative
of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements
involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed
or implied by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the
Nasdaq Listing Rule and the other important factors outlined under the caption “Risk Factors” in the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 15, 2025, as such factors may be updated
from time to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although the Company
believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company
has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report
on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.
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.
| |
ABPRO HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Miles Suk |
| |
Name: |
Miles Suk |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: February 20, 2026 |
|
|
