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Abpro Holdings, Inc. reported that Nasdaq has notified the company it is no longer in compliance with several board and committee independence listing rules following the recent resignations of two independent directors, creating additional bases for potential delisting from The Nasdaq Capital Market.
Nasdaq cited noncompliance with rules requiring a majority-independent board, a three-member independent audit committee, and a two-member independent compensation committee. Abpro must present its views to a Nasdaq Hearings Panel by February 12, 2026, and has a cure period for the compensation committee extending to certain future shareholder meeting dates.
On February 9, 2026, Abpro appointed M. Fatih Karatas and Mary Gunn as Class II directors and to the audit, compensation, and nominating and corporate governance committees, aiming to address the independence and composition deficiencies. The company notes there is no immediate impact on the listing of its common stock or warrants, but there is no assurance it will regain full compliance or that the Panel will grant continued listing.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC have disclosed a passive ownership stake in Abpro Holdings Inc. They report beneficial ownership of 196,537 shares of Abpro common stock, representing 6.8% of the outstanding class, as of the event date of 12/31/2025.
All 196,537 shares are reported with shared voting and shared dispositive power, and no sole voting or dispositive authority. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Abpro.
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.
Abpro Holdings, Inc. entered into an unsecured $147,000 loan agreement with its Chief Executive Officer and Chairman, Miles J.W. Suk, to pay the premium for its directors’ and officers’ liability insurance. The CEO will pay the insurer or broker directly, and the funds may be used only for that insurance cost.
The loan runs for nine months and can be repaid early without penalty. No interest is charged for the first three months after funding; after that, the outstanding principal bears interest at a variable rate equal to three-month Term SOFR plus 2.0% per year, with interest due at maturity or earlier repayment. The loan is unsecured and not guaranteed by any third party.
On January 16, 2026, director Ian McDonald resigned from Abpro’s board and all board committees, with the company stating his resignation was not due to any disagreement over operations, policies, or practices. The board appointed Dr. Byung-Hak Yoon as a Class I director to fill the vacancy, with a term ending at the 2028 annual meeting, and named him to the Audit, Compensation, and Nominating and Corporate Governance Committees. Dr. Yoon, age 51, brings extensive leadership experience in biotechnology and medical companies and will receive the company’s standard compensation for independent directors.