[8-K] Advent Technologies Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Advent Technologies Holdings, Inc. (NASDAQ: ADN) filed an 8-K announcing two material events dated July 1, 2025.

1 – Settlement Agreement: The company resolved its previously disclosed dispute with F.E.R. fischer Edelstahlrohre GmbH stemming from a June 25, 2021 share-purchase agreement. Advent will pay Fischer €5,366,625.55 in instalments beginning September 1, 2025. If the total amount is remitted by June 30, 2026, the liability is reduced to €4,366,625.55. In exchange, both parties executed a mutual release of all claims, fully terminating the litigation risk.

2 – Nasdaq Compliance: Advent received a letter from Nasdaq’s Listing Qualifications Department confirming it has regained compliance with Listing Rule 5250(c)(1) after filing its Quarterly Report for the period ended March 31, 2025. The company’s common stock (ADN) and warrants (ADNWW) therefore remain listed on The Nasdaq Stock Market LLC.

Investor takeaway: The 8-K removes two significant overhangs—outstanding litigation and potential delisting—but introduces a cash commitment of up to €5.37 million over the next 12 months, partially mitigated by a €1 million discount for early payment.

Positive

• Regained Nasdaq compliance under Rule 5250(c)(1), averting delisting risk and preserving market liquidity.
• Mutual release of claims ends the Fischer dispute, removing legal uncertainty and potential future damages.
• Early-payment discount offers €1.0 million savings if the settlement is completed by June 30, 2026.

Negative

• Cash liability of up to €5.37 million introduces near-term liquidity pressure until at least September 2025.
• Historical payment default that triggered the dispute may raise investor concerns over past financial management.

Insights

Financial Analyst

TL;DR: Settlement ends legal risk but adds €5.4 m liability; Nasdaq compliance positive—net neutral overall.

The agreement eliminates an unpredictable lawsuit that could have resulted in higher damages or protracted legal costs. However, it creates a direct cash obligation of up to €5.37 million, roughly US$5.8 million, payable within ~12 months. Depending on Advent’s cash reserves, this may tighten liquidity, though the €1 million early-payment discount slightly offsets the burden. Regaining Nasdaq compliance removes delisting risk and preserves share liquidity—critical for investor confidence and future capital raises. Taken together, positives and negatives balance out, yielding a neutral impact on valuation in the near term.

Corporate Governance Expert

TL;DR: Resolving dispute and restoring exchange compliance strengthens governance profile—overall positive.

From a governance standpoint, settling with Fischer demonstrates management’s willingness to address legacy obligations transparently, improving counterparty trust. The mutual release eliminates contingent liabilities that could impede strategic decisions. Simultaneously, timely regulatory filings leading to renewed Nasdaq compliance show improved internal controls over reporting. These steps enhance board credibility, reduce headline risk, and support shareholder protections, thus having a modestly positive governance and listing stability impact.

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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): July 1, 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 St.

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		The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $345.00		ADNWW		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 (§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 1.01 Entry into a Material Definitive Agreement.

On July 1, 2025, Advent Technologies Holdings, Inc. (the “Company”) entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R. fischer Edelstahlrohre GmbH (“Fischer” and, together with the Company, the “Parties”). The Settlement Agreement was executed to resolve a previously disclosed dispute that arose in connection with that certain share purchase agreement entered into by the Parties on or about June 25, 2021 (the “Purchase Agreement”), with Fischer alleging the Company failed to make payment of the consideration due under the Purchase Agreement in full as of the date of closing under the Purchase Agreement.

In February 2025, the Parties met to discuss the possibility of a settlement and the framework for such a settlement, and on July 1, 2025, the Parties finalized and executed the Settlement Agreement.

Pursuant to the terms of the Settlement Agreement, the Company has agreed to pay Fischer €5,366,625.55 with such payment to be made in installments beginning on September 1, 2025. The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30, 2026. In exchange for such reduced settlement amount, both Parties agreed to a mutual release of claims against the other Party.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On July 1, 2025, the Company received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has regained compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) by filing the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Settlement Agreement and Release dated as of July 1, 2025, by and between Advent Technologies Holdings, Inc. and F.E.R. fischer Edelstahlrohre GmbH.

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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: July 3, 2025

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

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FAQ

What is the total settlement amount Advent Technologies (ADN) must pay?

Advent agreed to pay €5,366,625.55, reducible to €4,366,625.55 if fully paid by June 30, 2026.

When do settlement payments to Fischer begin?

Installment payments start on September 1, 2025.

How does the settlement affect Advent’s Nasdaq listing?

The settlement itself does not affect listing status, but Advent separately regained compliance with Nasdaq Rule 5250(c)(1) by filing its Q1 2025 report.

What claims are being released under the Settlement Agreement?

Both Advent and Fischer agreed to a mutual release of all claims related to the 2021 share-purchase agreement.

What triggered Advent’s Nasdaq compliance issue and how was it resolved?

Non-timely periodic filings caused the issue; compliance was restored upon filing the Quarterly Report for March 31, 2025.