CEO loan funds D&O cover as Abpro (NASDAQ: ABP) adds director

Rhea-AI Filing Summary

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.

8-K Event Classification

4 items: 1.01, 2.03, 5.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 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)

1

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

2

FAQ

What was the purpose of the $147,000 CEO loan to Abpro (ABP)?

The Chief Executive Officer and Chairman, Miles J.W. Suk, agreed to provide an unsecured $147,000 loan to Abpro Holdings, Inc. to fund the premium for the company’s directors’ and officers’ liability insurance. The funds will be disbursed by him directly to the company’s insurance broker or insurer and may be used solely for that purpose.

What are the key terms of the Abpro (ABP) CEO loan agreement?

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. After that period, the outstanding principal bears interest at a variable rate equal to three-month Term SOFR plus 2.0% per annum, with accrued interest payable at maturity or upon earlier repayment. The loan is unsecured and is not guaranteed by any third party.

Which board changes did Abpro (ABP) disclose in this 8-K?

Abpro disclosed that on January 16, 2026, Ian McDonald resigned from its Board of Directors and all board committees. On the same date, the board appointed Dr. Byung-Hak Yoon as a Class I director to fill the vacancy created by Mr. McDonald’s resignation. Dr. Yoon’s term runs until the 2028 annual meeting, and he will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees.

Did Ian McDonald resign from Abpro’s board due to a disagreement?

The company stated that Ian McDonald did not resign from the Board of Directors, or any of its committees, due to any disagreement with the company, its board of directors, or its management regarding matters related to the company’s operations, policies, or practices.

Who is Dr. Byung-Hak Yoon, the new director at Abpro (ABP)?

Dr. Byung-Hak Yoon, age 51, currently serves as CEO of a biotechnology company (since March 2025) and CEO of Doowon Science Pharma (since October 2023). His prior roles include President of CanariaBio Group, CEO of Sejong Medica, Chairman and CEO of Thelma Therapeutics, and CEO of AXCESO Biopharma. He also serves on government project review committees in Korea. Abpro noted he was appointed to the board because of his extensive experience in the pharmaceutical industry and will receive the company’s typical compensation for independent directors.

Does Abpro (ABP) disclose any related-party aspects to the loan agreement?

Yes. The $147,000 loan is provided by the company’s Chief Executive Officer and Chairman, Miles J.W. Suk, making it a transaction between Abpro and an executive officer. The loan is unsecured, limited to funding the premium for directors’ and officers’ liability insurance, and carries the interest and repayment terms described in the agreement.