[8-K] ADVENT TECHNOLOGIES HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Advent Technologies (ADN) repaid and terminated a short-term financing note. The company fully repaid a Convertible Promissory Note with an aggregate principal amount of $235,000.00 (including an original issue discount of $25,000.00) bearing 12% annual interest, originally provided by Hudson Global Ventures LLC. As of November 5, 2025, all amounts and conditions under the note were satisfied, and the note was terminated upon repayment.

The original financing also included a pre-funded warrant to purchase 130,000 shares of common stock. The filing focuses on extinguishing the debt obligation; it does not alter the described warrant terms.

Insights

Capital structure analyst

Debt repaid; small-size note extinguished, reducing convert risk.

Advent Technologies settled a Convertible Promissory Note totaling $235,000.00 (with a $25,000.00 original issue discount) at 12% annual interest. Repayment as of November 5, 2025 terminated the note, removing this convertible obligation from the balance sheet.

This action eliminates potential conversion from this specific instrument and clarifies near-term liabilities. The agreement also included a pre-funded warrant for 130,000 common shares; the disclosure centers on the note’s satisfaction and does not modify the warrant terms.

Subsequent filings may provide additional detail on any remaining equity-linked instruments associated with the August 1, 2025 financing.

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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): November 5, 2025

Advent Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38742		83-0982969
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5637 La Ribera Street

Suite A

Livermore, CA 94550

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (925) 455-9400

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:

☐	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		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ADN		Over The Counter (OTC) Market
Warrants to purchase one share of common stock, each at an exercise price of $345.00		ADNWW		Over The Counter (OTC) Market

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 1.02 Termination of a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025, on August 1, 2025, Advent Technologies Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hudson Global Ventures LLC (“Hudson”), pursuant to which Hudson made a loan to the Company, evidenced by a Convertible Promissory Note in the aggregate principal amount of $235,000.00, including an original issue discount of $25,000.00 (the “Promissory Note”), with interest accruing at an annual rate of twelve percent (12%) to be computed on the basis of a 360-day year, in addition to a pre-funded warrant to purchase 130,000 shares of the Company’s common stock, par value $0.0001 per share.

As of November 5, 2025, the Company repaid all amounts owed pursuant to the Promissory Note and satisfied all conditions of the Promissory Note; as a result of such satisfaction, the Promissory Note is satisfied in full and terminated upon repayment and satisfaction.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 10, 2025

	Advent Technologies Holdings, Inc.
	By:	/s/ Gary Herman
	Name:	Gary Herman
	Title:	Chief Executive Officer

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FAQ

What did Advent Technologies (ADN) disclose in this 8-K?

Advent repaid in full a Convertible Promissory Note and, upon satisfaction, the note was terminated as of November 5, 2025.

What was the size and cost of the repaid note for ADN?

The aggregate principal was $235,000.00, including a $25,000.00 original issue discount, with 12% annual interest.

Who was the lender on Advent Technologies’ repaid note?

Hudson Global Ventures LLC provided the financing under a Securities Purchase Agreement.

When did Advent Technologies complete repayment of the note?

All amounts and conditions were satisfied as of November 5, 2025, and the note was terminated upon repayment.

Did the financing include any equity-linked components for ADN?

Yes. It included a pre-funded warrant to purchase 130,000 shares of common stock.

What was the interest rate on the repaid Advent note?

The note accrued interest at an annual rate of 12% computed on a 360-day year basis.