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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): October 29, 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 |
|
AND* |
|
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* |
| * | On October 28, 2025, The Nasdaq Stock Market LLC determined
to commence proceedings to delist and suspend trading in Advent Technologies Holdings, Inc.’s common stock, par value $0.0001 per
share, and warrants to purchase one share of common stock, each at an exercise price of $345.00, with such trading suspension to become
effective as of October 30, 2025. |
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
October 29, 2025 and October 30, 2025 (the “Resignation Dates”), Marc Seelenfreund and Joseph Celia, respectively, resigned from
their respective positions as members of the Board of Directors of Advent Technologies Holdings, Inc. (the “Company”), with
such resignations effective on their respective Resignation Dates. Messrs. Seelenfreund and Celia’s resignations were not due to
any disagreement with the Company on any matter relating to its operations, policies or practices.
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 3, 2025
| |
Advent Technologies Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Gary Herman |
| |
Name: |
Gary Herman |
| |
Title: |
Chief Executive Officer |
