Advent faces Nasdaq delisting over equity shortfall

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Advent Technologies Holdings, Inc. received a Nasdaq delisting determination after failing to restore stockholders’ equity to the level required by Nasdaq Listing Rule 5550(b)(1), which calls for at least $2,500,000 of stockholders’ equity for continued listing. Nasdaq had previously given the company until April 16, 2025 to regain compliance and later deemed it in conditional compliance, expecting the necessary equity adjustment to be reflected in the Form 10-Q for the quarter ended June 30, 2025.

The Form 10-Q filed on August 12, 2025 did not show a sufficient equity adjustment, and on August 18, 2025 Nasdaq issued a notice stating that Advent’s securities would be delisted on August 27, 2025 unless the company requested a hearing by August 25, 2025. Advent intends to appeal this determination to a Nasdaq hearings panel, which would stay any further delisting actions during the appeal process, and its common stock (symbol ADN) and warrants (symbol ADNWW) are expected to continue trading on Nasdaq while the appeal is pending.

Positive

None.

Negative

Nasdaq delisting determination for equity deficiency – Nasdaq issued a notice on August 18, 2025 stating it will delist Advent’s common stock and warrants for failing to meet the $2,500,000 stockholders’ equity requirement unless an appeal succeeds.

Insights

Nasdaq has moved toward delisting Advent, but an appeal will temporarily keep ADN and ADNWW trading.

Advent Technologies fell out of compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing. Despite an earlier exception and conditional compliance, the company’s Form 10-Q for the quarter ended June 30, 2025 did not show enough improvement in equity, prompting a delisting determination on August 18, 2025.

The company plans to appeal to a Nasdaq hearings panel under the Listing Rule 5800 Series. This appeal is expected to stay delisting actions, meaning ADN common shares and ADNWW warrants should continue trading on Nasdaq through the hearing or any granted extension. The ultimate impact depends on the panel’s decision and whether Advent can strengthen its stockholders’ equity to meet Nasdaq’s standard.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Advent Technologies (ADN) receive a Nasdaq delisting notice?

Advent Technologies received a Nasdaq delisting determination because it did not meet Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2,500,000 for continued listing. Its Form 10-Q for the quarter ended June 30, 2025 did not reflect a sufficient equity adjustment to restore compliance.

What Nasdaq requirement is Advent Technologies (ADN) currently not meeting?

Advent Technologies is not meeting Nasdaq Listing Rule 5550(b)(1), which requires maintaining stockholders’ equity of at least $2,500,000 or satisfying alternative standards based on market value of listed securities or net income from continuing operations.

When could Advent Technologies’ (ADN) shares be delisted from Nasdaq?

The Nasdaq staff’s letter dated August 18, 2025 states that Advent’s securities would be delisted on August 27, 2025 unless the company requests a hearing before a Nasdaq panel by August 25, 2025.

How is Advent Technologies (ADN) responding to Nasdaq’s delisting determination?

Advent Technologies intends to appeal Nasdaq’s delisting determination to a hearings panel under the Nasdaq Listing Rule 5800 Series. This appeal is expected to stay any further delisting actions during the hearing process or any extension granted by the panel.

Will Advent Technologies’ (ADN) stock and warrants continue trading during the appeal?

Yes. Following the appeal request, the company states that its common stock, par value $0.0001 per share, will continue to trade on Nasdaq under the symbol ADN, and its warrants to purchase one share of common stock at an exercise price of $345.00 will continue to trade under the symbol ADNWW.

What earlier steps did Advent Technologies (ADN) take to regain Nasdaq compliance?

After being notified on October 18, 2024 of non-compliance with Nasdaq’s equity rule, Advent received an exception through April 16, 2025. On April 15, 2025, it filed a report stating that, based on developments including resolution of certain claims and the value of its technology and licenses, it believed it had regained compliance. Nasdaq later deemed the company in conditional compliance, contingent on equity adjustments being reflected in the Form 10-Q for the quarter ended June 30, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/22/2025 - 04:34 PM

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): August 18, 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	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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on October 18, 2024, Advent Technologies Holdings, Inc. (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that it was out of compliance with Listing Rule 5550(b)(1), which requires that the Company maintain stockholders’ equity of at least $2,500,000 for continued listing (the “Rule”), or to meet the alternatives of market value of listed securities or net income from continuing operations.

The Staff previously granted the Company an exception to regain compliance with the Rule by April 16, 2025. On April 15, 2025, the Company filed a Current Report on Form 8-K providing that, based on recent developments, at the Company including the resolution of certain claims and the current value of its technology and licenses, the Company believed at such time that it had regained compliance with the Rule. On April 16, 2025, the Company received a letter from the Staff advising the Company that they were in conditional compliance with the Rule at that time, contingent upon the Company reflecting the adjustment to its stockholders’ equity in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Second Quarter 10-Q”). The Company filed its Second Quarter 10-Q on August 12, 2025 but was unable to reflect a sufficient adjustment to stockholders’ equity as required by the Staff. As a result, on August 18, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that the Staff had determined that the Company had not satisfied the conditions set forth in the April 15 letter to regain compliance with the Rule. Accordingly, the Staff indicated that unless the Company requests a hearing panel (a “Panel”) appeal of the delist determination by August 25, 2025, its securities would be delisted on August 27, 2025.

The Company intends to appeal Nasdaq’s determination to a Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay any further delisting actions through the hearing or any extension the hearings panel provides. Following the appeal request, the Company’s common stock, par value $0.0001 per share, will continue to trade on Nasdaq under the symbol “ADN,” the Company’s Warrants to purchase one share of common stock, each at an exercise price of $345.00, will continue to trade on Nasdaq under the symbol “ADNWW.”

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: August 22, 2025

	Advent Technologies Holdings, Inc.

	By:	/s/ Gary Herman
	Name:	Gary Herman
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Advent faces Nasdaq delisting over equity shortfall