ADN shareholders approve $52M facility and larger 2021 Incentive Plan

Rhea-AI Filing Summary

Advent Technologies Holdings (ADN) reported results from its October 22, 2025 annual meeting. Stockholders elected Class II directors Marc Seelenfreund (878,371 for) and Seth Lukash (898,871 for), and Joseph Celia (900,171 for). They ratified M&K CPAS, PLLC as auditor with 1,161,826 votes for.

Shareholders approved a Nasdaq Listing Rule 5635(d) item permitting the potential issuance and sale of 20% or more of common stock under a purchase agreement with Hudson Global Ventures, LLC, under which Hudson Global may purchase up to $52,000,000 of common stock from time to time. They also approved an amendment to the 2021 Incentive Plan, increasing shares issuable from 530,976 to 1,011,627 and adding an annual increase beginning January 1, 2027 through January 1, 2046, equal to the lesser of 3% of shares outstanding at the prior fiscal year-end or a smaller number set by the Board.

Stockholders approved the advisory say-on-pay (829,029 for) and indicated a preference on say-on-pay frequency, with 559,297 votes for every three years. As of September 19, 2025, shares outstanding were 3,291,634, and 1,307,771 shares were represented at the meeting.

Insights

Corporate governance and capital markets analyst

Shareholders cleared a $52M equity line and expanded the stock plan.

The meeting outcomes include director elections, auditor ratification, and approval under Nasdaq Listing Rule 5635(d) for a purchase agreement allowing Hudson Global to buy up to $52,000,000 of common stock. This approval permits potential issuances at or above the 20% threshold tied to that agreement.

The amended 2021 Incentive Plan increases issuable shares to 1,011,627 from 530,976 and introduces an annual increase beginning January 1, 2027 through January 1, 2046, capped at 3% of prior year-end outstanding shares or a smaller amount set by the Board. The say-on-pay passed, and the frequency vote showed higher support for every three years.

Potential share issuance and future plan increases depend on Board decisions and agreement usage. Actual impact will reflect pricing and volumes if the equity facility is drawn.

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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 22, 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 5.07 Submission of Matters to a Vote of Security Holders.

Advent Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders on October 22, 2025. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on September 30, 2025. As of September 19, 2025, the record date of the annual meeting, there were 3,291,634 shares of common stock were issued and outstanding and 1,307,771 shares of common stock were present in person or by proxy at the annual meeting. The final voting results on each of the matters submitted to a vote of stockholders were as follows:

Proposal No. 1: To elect Marc Seelenfreund as a Class II director of the Board of Directors. The nominee listed below has been elected to serve on the Board of Directors of the Company as a Class II director with a term expiring at the 2028 annual meeting of the Company’s stockholders or until his successor is duly elected and qualified in accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Marc Seelenfreund		878,371		223,878		200,368

To elect Seth Lukash as a Class II director of the Board of Directors. The nominee listed below has been elected to serve on the Board of Directors of the Company as a Class II director with a term expiring at the 2028 annual meeting of the Company’s stockholders or until his successor is duly elected and qualified in accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Seth Lukash		898,871		203,378		200,368

To elect Joseph Celia as a Class II director of the Board of Directors. The nominee listed below has been elected to serve on the Board of Directors of the Company as a Class II director with a term expiring at the 2028 annual meeting of the Company’s stockholders or until his successor is duly elected and qualified in accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Joseph Celia		900,171		202,078		200,368

Proposal No. 2: To ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. Abstentions had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,161,826		50,901		89,890		N/A

Proposal No. 3: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) pursuant to the purchase agreement with Hudson Global Ventures, LLC (“Hudson Global”) pursuant to which Hudson Global has agreed to purchase from the Company, from time to time, up to $52,000,000 of Common Stock. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
760,448		222,379		119,422		200,368

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Proposal No. 4: To approve an amendment to the Amended and Restated Advent Technologies Holdings, Inc. 2021 Incentive Plan (the “Incentive Plan”) to increase the number of shares of Common Stock issuable under the Incentive Plan from 530,976 to 1,011,627 and to incorporate provisions for annual increases under the Incentive Plan on the first day of each calendar year beginning on January 1, 2027 and ending on January 1, 2046, equal to the lesser of (A) 3% of the total shares of our Common Stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
682,272		285,309		134,668		200,368

Proposal No. 5: To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
829,029		139,741		133,479		200,368

Proposal No. 6: To recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve the Company’s named executive officer compensation. The voting results were as follows:

Every Year		Every Other Year		Every Three Years		Abstentions		Broker Non-Votes
373,872		23,306		559,297		145,774		N/A

Proposal No. 7: To approve the consideration of and action with respect to such other business and matters as may properly come before this meeting or any adjournments hereof. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
762,073		174,472		165,704		200,368

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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: October 22, 2025

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

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FAQ

What did ADN shareholders approve regarding new share issuance?

They approved, under Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of common stock tied to a purchase agreement with Hudson Global Ventures, LLC for up to $52,000,000 of common stock.

How did Advent Technologies (ADN) change its 2021 Incentive Plan?

Shares issuable increased from 530,976 to 1,011,627, with an annual increase from January 1, 2027 to January 1, 2046 of up to 3% of prior year-end outstanding shares or a smaller amount set by the Board.

Which directors were elected at ADN’s 2025 annual meeting?

Class II directors Marc Seelenfreund, Seth Lukash, and Joseph Celia were elected, with 878,371; 898,871; and 900,171 votes for, respectively.

Was the auditor ratified by ADN stockholders?

Yes. M&K CPAS, PLLC was ratified with 1,161,826 votes for.

What was the outcome of ADN’s say-on-pay and its frequency vote?

Say-on-pay was approved with 829,029 votes for. The frequency vote showed higher support for every three years (559,297 votes).

How many ADN shares were outstanding and represented at the meeting?

Shares outstanding were 3,291,634 as of September 19, 2025, and 1,307,771 shares were represented in person or by proxy.