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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 5, 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.
As previously disclosed, on
January 28, 2026, Anthony D. Eisenberg notified the Board of Directors (the “Board”) of Abpro Holdings, Inc. (the “Company”)
of his resignation from the Board and all committees thereof. On January 30, 2026, Sooyoung Lee notified the Board of his resignation
from the Board and all committees thereof. Following these resignations, the Board has initiated a process to identify and appoint qualified
independent directors to fill the resulting vacancies and to satisfy the applicable requirements of The Nasdaq Stock Market (“Nasdaq”).
On February 5, 2026, the Company
received written notice from Nasdaq stating that, as a result of the resignations described above, the Company is no longer in compliance
with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of independent directors as defined in Nasdaq
Listing Rule 5605(a)(2), and Nasdaq Listing Rule 5605(c)(2), which requires the audit committee of the Board (the “Audit Committee”)
to consist of at least three members, each of whom is an independent director under the Nasdaq Listing Rules and meets the heightened
independence standards applicable to audit committee members. Furthermore, the Company is not eligible for the cure period provided under
Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4) because there is more than one vacancy on the Board and the Audit Committee. Accordingly,
the Company’s noncompliance with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4) constitutes additional bases for delisting the
Company’s securities from Nasdaq. The notice further stated that the Nasdaq Hearings Panel (the “Panel”) will consider
these additional deficiencies in connection with its determination regarding the Company’s continued listing on The Nasdaq Capital
Market and required the Company to submit its views with respect to these matters to the Panel in writing no later than February 12, 2026.
On February 5, 2026, the Company
received a separate notice from Nasdaq notifying the Company that as a result of the resignations of Mr. Eisenberg and Mr. Lee, the Company
no longer complies with Nasdaq’s compensation committee requirements as set forth in Nasdaq Listing Rule 5605(d)(2)(A), which requires
the Company’s compensation committee (the “Compensation Committee”) to consists of at least two members, each of whom
is an independent director under the Nasdaq Listing Rules. The notice provides that consistent with Nasdaq Listing Rule 5605(d)(4), the
Company has a cure period to regain compliance, which extends until (1) the earlier of the Company’s next annual shareholders’
meeting or January 30, 2027; or (2) if the next annual shareholders’ meeting is held before July 29, 2026, then the Company must
evidence compliance no later than July 29, 2026. The Company intends to appoint qualified replacements to fill the vacancies on its Compensation
Committee who satisfy the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the applicable cure period.
Neither of the Nasdaq notices
has an immediate effect on the listing of the Company’s common stock or warrants on Nasdaq. However, there can be no assurance that
the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the
applicable Nasdaq Listing Rules within the required time periods.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2026, the Board
appointed M. Fatih Karatas and Mary Gunn to the Board to fill the two existing vacancies. Mr. Karatas and Ms. Gunn will each serve as
a Class II director until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified,
or until earlier resignation or removal. In connection with their appointments, the Board appointed Mr. Karatas and Ms. Gunn to each of
the following Board committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
There are no arrangements
or understandings between either Mr. Karatas or Ms. Gunn and any other person pursuant to which either director was selected as a director.
Neither Mr. Karatas nor Ms. Gunn has any direct or indirect material interest in any transaction or proposed transaction requiring disclosure
pursuant to Item 404(a) of Regulation S-K. Mr. Karatas and Ms. Gunn will receive the Company’s typical compensation for independent
directors.
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 the Company’s
ability to regain compliance with the Nasdaq Listing Rules, the anticipated actions of the Panel, and the Company’s intent to take
all reasonable measures available to the Company for continued listing on Nasdaq.
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 11, 2026 |
|
|
