false
0001893219
0001893219
2026-01-16
2026-01-16
0001893219
ABP:CommonStockParValue0.0001PerShareMember
2026-01-16
2026-01-16
0001893219
ABP:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf114.90Member
2026-01-16
2026-01-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January 16, 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
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 |
|
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 (17 CFR § 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
On January 17, 2026, Abpro Holdings, Inc. (the
“Company”) entered into a Loan Agreement with its Chief Executive Officer and Chairman, Miles J.W. Suk (the “Lender”),
pursuant to which the Lender agreed to provide the Company with an unsecured loan in the principal amount of $147,000 to fund the premium
for the Company’s directors’ and officers’ liability insurance. The loan will be disbursed by the Lender directly to
the Company’s insurance broker or insurer at the Company’s direction and may be used solely for that purpose. The loan has
a nine-month term from the date of advance and may be prepaid at any time without penalty. No interest accrues during the first three
months following funding; thereafter, the outstanding principal bears interest at a variable rate equal to three-month Term SOFR plus
2.0% per annum, with any accrued interest payable at maturity or upon earlier repayment. The loan is not secured by any collateral and
is not guaranteed by any third party.
The foregoing description of the Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is hereby incorporated into this Item 2.03 by reference.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On January 16, 2026, Ian McDonald, a member of
the Board of Directors (the “Board”) of the Company, notified the Board that he was resigning from the Board, including
all committees of the Board. Mr. McDonald did not resign due to any disagreement with the Company, its board of directors or its management
regarding any matters relating to the Company’s operations, policies or practices.
Director Appointment
On January 16, 2026, the Board appointed Dr. Byung-Hak
Yoon to fill the vacancy resulting from Mr. McDonald’s resignation. Dr. Yoon will serve as a Class I director with a term ending
at the 2028 annual meeting and will fill the vacancies on the Company’s Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee resulting from Mr. McDonald’s resignation. Dr. Yoon was not appointed pursuant to any arrangement
or understanding between him and any other persons. There are no transactions with Dr. Yoon requiring disclosure under Item 404(a) of
Regulation S-K. Dr. Yoon will receive the Company’s typical compensation for independent directors.
Dr. Yoon, age 51, currently serves as CEO of OQPBIOM,
a biotechnology company (since March 2025), and CEO of Doowon Science Pharma (since October 2023). From June 2020 to March 2025, he served
as President of CanariaBio Group. From 2022 to 2025, he served as CEO of Sejong Medica, a medical device company. From January 2020 to
January 2023, he served as Chairman and CEO of Thelma Therapeutics, and from September 2018 to January 2020, he served as CEO of AXCESO
Biopharma. Since January 2018, he has served as a member of the Government Project Review Committee, Ministry of SMEs and Startups, Korea,
and as a member of the Government Project Review Committee, Korea Health Industry Development Institute, Korea, since February 2013. Dr.
Yoon was appointed to the Board because of his extensive experience in the pharmaceutical industry.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
| Description |
| 10.1 |
| Loan Agreement, dated January 17, 2026, by and between Miles J.W. Suk and the Company. |
| 104 |
| Cover Page
Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
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: January 23, 2026 |
|
|
