Two directors resign from Abpro Holdings (ABP) board as company seeks new independents

Rhea-AI Filing Summary

Abpro Holdings, Inc. reported that two members of its Board of Directors, Anthony D. Eisenberg and Sooyoung Lee, have resigned from the board and all related committees. Both resignations were effective in late January 2026 and were explicitly stated as not arising from any disagreement with the company, its board, or its management on operations, policies, or practices.

Following these departures, the Board has begun a process to identify and appoint new qualified independent directors to fill the vacancies and to meet applicable Nasdaq Stock Market requirements within the time periods allowed by the Nasdaq Listing Rules.

Insights

Corporate governance analyst

Two non‑dispute board resignations prompt director search to meet Nasdaq rules.

Abpro Holdings, Inc. disclosed that directors Anthony D. Eisenberg and Sooyoung Lee resigned from the Board and all committees in January 2026. The company states both departures were not due to disagreements over operations, policies, or practices, reducing concern about immediate internal conflict.

The Board has initiated a process to appoint qualified independent directors to replace them and to satisfy applicable Nasdaq Stock Market requirements within the time periods permitted by Nasdaq Listing Rules. The ultimate impact depends on the qualifications and timing of the new independent directors.

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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): January 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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, including all Board committees. Mr. Eisenberg’s resignation was not the result of any disagreement with the Company, its board of directors or its management regarding any matters relating to the Company’s operations, policies or practices.

On January 30, 2026, Sooyoung Lee notified the Board of his resignation from the Board, including all Board committees. Mr. Lee’s resignation was not the result of any disagreement with the Company, its board of directors or its management regarding any matters relating to the Company’s operations, policies or practices.

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 within the time periods permitted by the Nasdaq Listing Rules.

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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: February 3, 2026

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FAQ

What did Abpro Holdings, Inc. (ABP) disclose in this 8-K filing?

Abpro Holdings, Inc. reported the resignations of directors Anthony D. Eisenberg and Sooyoung Lee from the Board and all committees, and noted these departures were not due to disagreements, while beginning a process to appoint new independent directors to satisfy Nasdaq requirements.

Why did Anthony D. Eisenberg resign from the Abpro Holdings (ABP) board?

Anthony D. Eisenberg notified Abpro Holdings that he was resigning from the Board of Directors and all board committees effective January 28, 2026. The company stated his resignation was not the result of any disagreement regarding its operations, policies, or practices.

Why did Sooyoung Lee resign from the Abpro Holdings (ABP) board?

Sooyoung Lee informed Abpro Holdings of his resignation from the Board of Directors and all board committees on January 30, 2026. The filing specifies that his resignation was not due to any disagreement with the company, its board, or its management.

How is Abpro Holdings (ABP) responding to the two board resignations?

After the resignations of Anthony D. Eisenberg and Sooyoung Lee, Abpro Holdings’ Board started a process to identify and appoint qualified independent directors. This effort aims to fill the vacancies and satisfy applicable Nasdaq Stock Market requirements within the time periods allowed by Nasdaq rules.

Do the Abpro Holdings (ABP) director resignations involve any disputes with management?

The company states that the resignations of directors Anthony D. Eisenberg and Sooyoung Lee were not the result of disagreements with Abpro Holdings, its board, or its management concerning operations, policies, or practices, suggesting the changes are not rooted in disclosed governance conflicts.

What Nasdaq requirements are referenced in Abpro Holdings’ 8-K about board changes?

Abpro Holdings notes that, following the two director resignations, the Board is seeking qualified independent directors to satisfy applicable Nasdaq Stock Market requirements. The process is intended to meet those listing standards within the time periods permitted by the Nasdaq Listing Rules.