Abpro Holdings, Inc 10-Q for FY2026 Q1
Abpro Holdings, Inc. (ABPO)
About this 10-Q
Abpro Holdings, Inc filed this 10-Q on May 20, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.03M
- compared with a net loss of $3.89M a year earlier
- Diluted EPS
- -$0.23
- compared with -$2.29 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
or
For the transition period from __________ to __________
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Delisted from Nasdaq; trading on Pink Ltd. tier as of February 23, 2026 | ||||
| Delisted from Nasdaq; trading on Pink Ltd. tier as of February 23, 2026 |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large, accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 15, 2026, there were
ABPRO HOLDINGS, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share data)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Security deposits | ||||||||
| SEPA put rights asset | ||||||||
| Restricted cash | ||||||||
| Total current assets | ||||||||
| Patents, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable, current – related parties | ||||||||
| Total current liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Abpro Holdings, Inc.’s stockholders’ deficit | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except for share and per share data)
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income: | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Change in fair value of forward purchase agreement asset | ( | ) | ||||||
| Change in fair value of SEPA put rights asset | ( | ) | ( | ) | ||||
| Change in fair value of embedded derivative liability | ( | ) | ||||||
| Total other (expense) income, net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Reflects a 1-for-30 reverse stock split effective October 31, 2025
2
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(in thousands except share and per share data)
(unaudited)
| Common Stock | Treasury Stock | Additional Paid-In | Accumulated | Total Abpro’s Stockholders’ | Non-controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||
| Balances, as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Issuance of Advance Shares, net of issuance costs of $ | - | |||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-In | Accumulated | Total Abpro’s Stockholders’ | Non-controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||
| Balances, as of December 31, 2024 | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | | $ | ( | ) | ||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||||||
| Warrants issued to related party lender | - | - | ||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, as of March 31, 2025 | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Reflects a 1-for-30 reverse stock split effective October 31, 2025
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ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands except share and per share data)
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Share-based compensation | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Noncash interest expense | ||||||||
| Amortization of debt discount | ||||||||
| Change in fair value of forward purchase agreement asset | ||||||||
| Change in fair value of SEPA put rights asset | ||||||||
| Change in fair value of embedded derivative liability | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Operating lease liability | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Gross proceeds from issuance of Advance Shares | ||||||||
| Proceeds from settlement of Forward Purchase Agreement | ||||||||
| Payments on Notes payable | ( | ) | ||||||
| Proceeds from related party loan | ||||||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net change in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash - beginning of period | ||||||||
| Cash and restricted cash - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information and non-cash transactions: | ||||||||
| Accrued issuance costs for Advance Shares | $ | $ | ||||||
| Fair value of common stock issued for services | ||||||||
| Prepaid expenses financed through Note payable | ||||||||
| As reported within the unaudited condensed consolidated balance sheets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and restricted cash as presented in the balance sheet | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ABPRO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
(unaudited)
1. Organization and Description of the Business
Organization
Abpro Holdings, Inc. and its subsidiaries, (the “Company”) is a biotechnology company headquartered in Burlington, Massachusetts, dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threatening diseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, primarily in the areas of immuno-oncology, ophthalmology and infectious disease.
On November 13, 2024 (the “Closing Date”), Abpro Corporation (“Legacy Abpro”) completed the merger with Atlantic Coastal Acquisition Corp. II (“ACAB”) (the “Merger”). At the Closing Date, ACAB changed its name to “Abpro Holdings, Inc.”
Reverse Stock Split
On October 16, 2025, the Company filed with the
Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”),
which became effective on October 31, 2025 (the “Effective Time”), to effect a one-for-thirty (
As a result of the Reverse Stock Split, every
All of the Company’s historical share and
per share information related to issued and outstanding common stock, restricted stock units, and options and warrants exercisable for
common stock in these financial statements have been adjusted, on a retroactive basis, to reflect this
Risks and Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.
5
Going Concern
The Company is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within
As of March 31, 2026 and December 31,
2025, the Company had an accumulated deficit of $
On April 2, 2025, the Company received written notice from the Listing
Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that,
based on the closing bid price of the Company’s common stock for the last
On February 18, 2026, the Company received written notification from
the Panel stating that, due to the Company not having met the terms of the Panel’s November 10, 2025 decision that the Company demonstrate
compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s
securities were to be delisted from Nasdaq. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ
on February 23, 2026 and the Company’s securities now trade on the OTCQB, Pink Limited tier of the OTC Markets under the ticker
symbol “ABPO”. The Company was provided fifteen (
On March 18, 2026, the Company formally appealed the delisting determination and is currently expecting the response in June 2026.
As of March 31, 2026, the Company had cash of $
Accordingly, based on the considerations discussed above, management
has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within
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2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its subsidiaries, Abpro Corporation and AbMed Corporation (“AbMed”). All intercompany balances and transactions have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform to the current year presentation, including the reclassification of amounts in the balance sheet for prepaid expenses and other current assets and notes payable with respect to the insurance premium financing agreement (see Note 9), with no material impact on the condensed consolidated financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include share-based compensation expense, fair value of warrants, pre-clinical and clinical accrued expenses, valuation and realizability of deferred tax assets and the ability to continue as a going concern. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates.
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or any other period. The December 31, 2025 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2026 (the “Annual Report”), which provides a more complete discussion of the Company’s accounting policies and certain other information.
There have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report.
Segment Reporting
ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about operating segments in their annual consolidated financial statements and requires that those entities report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance.
In accordance with ASC 280, the Company has determined
that it operates as a single reportable segment, which is the business of development of novel antibodies, primarily in the areas of immuno-oncology,
ophthalmology and infectious disease. The financial results of the Company’s operations are managed and reported to the , who is considered the Company’s CODM, on a consolidated basis.
7
Net Loss Per Share
Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless the inclusion of such shares would be anti-dilutive. As the Company has incurred losses for the three months ended March 31, 2026 and 2025, basic and diluted net losses per share are the same for all periods presented.
The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Convertible Notes | ||||||||
| Unvested restricted stock units | ||||||||
| Total | ||||||||
Recently Issued Accounting Pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.
Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s financial statements.
3. Accrued Expenses
Accrued expenses consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued salaries and wages | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued issuance costs | ||||||||
| Accrued interest | ||||||||
| BOD compensation | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expenses | $ | $ | ||||||
8
4. Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:
| March 31, | December 31, | |||||||||||
| Description | Level | 2026 | 2025 | |||||||||
| Assets: | ||||||||||||
| SEPA put rights asset (Note 10) | 3 | $ | $ | |||||||||
The fair value of the SEPA Put Rights was estimated as the sum of the
fair values of the put rights under each assumed advance notice over the term of the SEPA. The number of shares under each advance notice
was based on the historical trading volumes of the Company’s common stock taking into account various beneficial ownership and daily
volume limitations. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23,
2026 and as a result, the Company is unable to comply with the registration and listing requirements to raise capital under the SEPA.
| December 31, | ||||
| 2025 | ||||
| Stock price | $ | |||
| Risk-free interest rate | % | |||
| Exercise price | ||||
| Expected term (in years) | ||||
| Expected volatility | | % | ||
| Expected dividend yield | % | |||
| Number of shares under each advance notice | ||||
The changes in the fair value of Level 3 financial assets and liabilities for the three months ended March 31, 2026 are as follows:
| SEPA Put Rights Asset | ||||
| Fair value as of January 1, 2026 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value as of March 31, 2026 | $ | |||
9
5. License and Collaboration Agreements
NJCTTQ Collaboration Agreement
In January 2019, the Company entered into a collaboration
agreement with Nanjing Chia Tai Tianquing Pharmaceutical Co., Ltd. (“NJCTTQ”) to research, develop and commercialize two anti-Claudin
18.2 lead antibodies (the “NJCTTQ agreement”). Under the NJCTTQ agreement, the Company granted a non-exclusive, non-sublicensable
research license and an exclusive, sublicensable license to NJCTTQ within the People’s Republic of China and Thailand (the “NJCTTQ
Territory”). The initial term of this agreement was
The Company was eligible to receive up to an aggregate of $
The Company and NJCTTQ agreed to pay reciprocal
royalties, with each of them paying the other party low single-digit royalties, tiered based on net sales per calendar year in its territory. The
agreement remains unrenewed as of March 31, 2026 after the expiration of its initial term. However, notwithstanding the agreement’s
expiration, the low single-digit royalties and the $
ABP-201 Collaboration and License Agreement
In January 2020, the Company’s consolidated subsidiary, Abmed, entered into a collaboration and license agreement with ABI (the “ABP-201 Agreement”), pursuant to which the Company granted to ABI an exclusive, royalty-bearing, license under specified patent rights to make, use and sell certain of its proprietary ANG-2/VEGF-HIRK bispecific antibodies within the licensed territory comprising People’s Republic of China, Japan, South Korea, Southeast Asia, the Middle East and the Commonwealth of Independent States. Unless earlier terminated in accordance with its terms, the agreement remains in effect on a country-by-country basis until the expiration of the last royalty term in such country.
Under the ABP-201 Agreement, ABI agreed to use commercially reasonable
efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified territories and
timeframes. ABI is committed to pay the Company up to $
Celltrion Collaboration and License Agreement
In September 2022, the Company entered into an exclusive collaboration and license agreement with Celltrion (the “Original Celltrion Agreement”). The Company and Celltrion entered into an amendment to the agreement in October 2024 in connection with the execution of the Celltrion Subscription Agreement (the “Amended Celltrion Agreement”). The amendment is subject to termination by the Company or Celltrion if (i) the share purchase under the Celltrion Subscription Agreement is not completed, or (ii) the Celltrion Subscription Agreement is terminated pursuant to Section 7 of the Celltrion Subscription Agreement. Under the Amended Celltrion Agreement, the Company granted Celltrion a worldwide exclusive license under specified patent rights to develop, make, have made, import, export, use, have used, sell and have sold certain of its proprietary ABP-102 bispecific antibodies. The license agreement also provides that the Company is to perform certain preclinical in vitro studies. The license agreement will remain in effect for so long as ABP-102 is being developed or commercialized anywhere in the world. Celltrion may terminate the license agreement at any time by providing six months prior written notice to the Company.
10
Celltrion is committed to pay the Company up to
$
During the three months ended March 31, 2026 and 2025, the Company
did recognize any revenue under the agreement with Celltrion. The Company had $
Milestone Payments. The Company is
entitled to development milestones under the Original Celltrion Agreement and certain regulatory milestone payments which are paid upon
receipt of regulatory approvals. Except for the first milestone of $
Profit Splits. As the license is deemed to be the predominant item to which profit splits relate, the Company will recognize revenue when the related sales or third-party collaborator income occur. No profit split revenue has been recognized from inception through March 31, 2026.
6. Commitments under Research and Collaboration Agreements
MedImmune License Agreement
In August 2016, the Company entered into a collaboration and license agreement with MedImmune Limited (“MedImmune”), pursuant to which the Company received from MedImmune an exclusive, worldwide, royalty-bearing, sublicensable (subject to certain conditions) license to certain intellectual property rights relating to the Company’s ABP-200 product candidates (the “MedImmune License Agreement”). The Company agreed to use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified timeframes. Unless earlier terminated in accordance with its terms, the MedImmune License Agreement, as amended, remains in effect on a country-by-country basis until the expiration of the last royalty term in such country as to be determined by the launch of products based on the ABP-200 product candidates. The Company is no longer developing ABP-200.
Under the MedImmune License Agreement, the Company
agreed to pay milestone and royalty payments, including up to $
11
NCI License Agreement
In August 2017, the Company entered into a patent license agreement with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health (the “NIH”), pursuant to which the Company received an exclusive, worldwide license to make, use, sell, offer to sell and import products covered by the licensed patents in the field of using certain monoclonal antibodies as monospecific or bispecific antibodies for the treatment of liver cancer (the “NCI License Agreement”). The license agreement was amended in May 2020 and October 2023 and the field of use was narrowed to the development and commercialization of a bispecific antibody for the treatment of GPC-3 expressing liver cancer using a particular moiety for targeting GPC3 and the timeline for development and commercialization was extended. Unless earlier terminated, the Company’s agreement with NCI will expire upon expiration of all licensed patent rights. The Company may also terminate the agreement as to any licenses in any country or territory upon 60 days written notice.
Pursuant to the NCI agreement and amendments,
the Company agreed to pay low single-digit royalties based on net sales of licensed products as well as milestone payments of up to $
The Company also has to pay the guaranteed annual minimum royalties
of $
The Company also agreed to reimburse patent costs for all documented out of pocket costs associated with the preparation, filing, prosecution and maintenance of patent rights. During both the three months ended March 31, 2026 and 2025, the Company did not incur any expenses related to the patent costs reimbursements.
Mabwell License Agreement
In October 2020, the Company entered into an exclusive collaboration and license agreement with Mabwell (the “Mabwell License Agreement”). The agreement was amended in November 2020. Under the Mabwell license agreement, the Company received a non-exclusive, royalty-free research purpose license as well as an exclusive commercial license within certain territories, as defined in the agreement, to Mabwell’s series of anti-SARS-CoV-2 monoclonal antibodies. Under the agreement, the Company is responsible for conducting at its sole expense, research and preclinical, clinical and other developments of any licensed products and bears all development costs and expenses related to obtaining or maintenance of marketing authorizations of licensed products in its territories. Mabwell is obligated, at the Company’s request, to supply the Licensed Antibodies to the Company for clinical trial purpose at costs plus margin as defined in the agreement. The parties agreed to undertake certain joint clinical research and development activities with a portion of the costs contributed by Mabwell. Unless earlier terminated, the Mabwell License Agreement will expire on the occurrence of the last to expire royalty term, which is the later of a) the expiration of the last to expire valid claim of the patent rights and b) ten years from the first commercial sale of such Licensed Product, and determined on jurisdiction-by-jurisdiction basis. Either party may terminate the agreement in the event of any uncured material breach by the other party.
The agreement provides for development milestones
of up to $
12
During the three months ended March 31, 2026 and 2025, development activities under the Mabwell collaboration agreement were immaterial to the condensed consolidated financial statements. No milestones have been reached and no products were sold under the Mabwell License Agreement through March 31, 2026.
MSK License Agreement
In March 2017, the Company entered into an exclusive license agreement with Memorial Sloan Kettering Cancer Center (the “MSK License Agreement”), pursuant to which the Company received an exclusive, royalty-bearing, worldwide license under specified patent rights to make, use and sell certain of MSK’s proprietary Her2-huOKT3 bispecific antibodies. The agreement was amended on March 31, 2017, on March 31, 2018, and January 1, 2020. Unless earlier terminated in accordance with its terms, the agreement was to remain in effect on a country-by-country basis until the expiration of the last royalty term in such country as to be determined by the launch of products based on MSK antibodies. On September 19, 2023, MSK License Agreement was terminated by MSK due to the Company’s failure to make the payments for the patent costs reimbursements discussed below.
Under the MSK License Agreement, as amended, the Company agreed to
use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within
specified territories and timeframes. The Company was committed to pay MSK up to $
The Company also agreed to reimburse patent costs for all documented
out of pocket costs associated with the preparation, filing, prosecution and maintenance of patent rights in the license territory. During
the three months ended March 31, 2026 and 2025, the Company incurred no expenses related to the patent costs reimbursements. As of both
March 31, 2026 and December 31, 2025, the liabilities for the patent costs reimbursements were $
As of both March 31, 2026 and December 31, 2025,
the accrued liabilities for the unpaid interest on the outstanding minimum royalty and milestone payments due to MSK were $
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VAZYME License agreement
In April 2021, the Company entered into a License Agreement with VAZYME Biotech Co., Ltd (“VAZYME”) (the “VAZYME License Agreement”), pursuant to which the Company was granted an exclusive, perpetual, royalty-bearing, worldwide license under specified patent rights to research, develop and commercialize VAZYME proprietary anti-SARS-CoV-2 monoclonal antibodies. Unless earlier terminated in accordance with its terms, the agreement remains in effect on a country-by-country basis until the expiration of the last royalty term in such country.
Under the VAZYME License Agreement, the Company
agreed to use commercially reasonable efforts to reach certain research and development, and commercialization milestones for such antibodies.
The Company also agreed to pay $
In December 2021, the Company entered into a Cooperation Agreement with Chengdu Bio-Innovate Pharmaceutical Technology Co., Ltd (“Bio-Innovate”) and a three-way sharing agreement with VAZYME and Bio-Innovate (“the Company”, “VAZYME” and “Bio-Innovate”, collectively “all parties”), pursuant to which the Company entrusted Bio-Innovate to perform certain preclinical testing and all parties agreed that VAZYME will ship the agreed antibodies to Bio-Innovate rather than the Company to fulfill the requirements under the VAZYME License Agreement.
For the three months ended March 31, 2026 and 2025, the Company did
not incur any expenses related to the VAZYME License Agreement. As of both March 31, 2026 and December 31, 2025, the accrued liabilities
under this agreement were $
7. Commitments and Contingencies
Litigation and other matters
The Company, from time to time, is subject to legal proceedings and claims that arise in the ordinary course of business. Resolution of any such matter could have a material adverse effect on the results of operations and financial condition. The Company considers all claims on a periodic basis and based on known facts assesses whether potential losses are considered reasonably possible, probable and estimable. Based upon this assessment, the Company then evaluates disclosure requirements and whether to accrue for such claims in its consolidated financial statements.
The Company records a provision for contingent liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated.
On September 12, 2023, a contract research organization (“CRO”)
vendor filed a lawsuit against the Company based on the Company’s failure to make certain installments pursuant to a settlement
agreement entered into with this vendor on January 23, 2023. Under the settlement agreement, the Company agreed to pay a total of $
In addition to the lawsuit from a CRO vendor above,
the Company accrued $
In June 2023, the Company received a notice of breach from MSK followed
by a notice of termination in September 2023, pursuant to which MSK demanded payments totaling $
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The MedImmune License Agreement (see Note 6) provides for a research plan with target dates for an IND application (July 2021) and Phase II commencement (December 2022). These target dates were not met, which gives MedImmune (now AstraZeneca) a termination right. The Company does not expect a material impact on its business if MedImmune/AstraZeneca terminates this agreement. This license was originally entered into in connection with the development of ABP-200, which the Company is no longer developing. The Company believes that it does not need the intellectual property licensed under that agreement for the development and eventual commercialization of ABP-201 or any of its other programs.
On June 17, 2025, the Company received a
complaint from a former director asserting that the Company owes the former director a total of $
On October 22, 2025, the Company received a demand
for payment from Integral Molecular, Inc. in the amount of approximately $
On October 23, 2025, the Company received a demand for payment from
Brookline Capital Markets, a division of Arcadia Securities LLC, in the amount of $
Excise Tax Liability
At the Closing Date, the Company assumed
the excise tax liability of $
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
During the second quarter of 2024, the IRS issued regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company filed the excise tax return in October 2024 and engaged with the IRS in determining a payment plan for the balance.
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The Company was unable to pay its obligation in
full, and, as such, it was subject to additional interest and penalties which were estimated at
In March 2025, the Company received the letter from the Internal Revenue
Service of the United States Department of Treasury (the “IRS”), setting up the meeting with the Company to discuss the unsettled
tax matters of ACAB and referencing $
On November 24, 2025, the IRS published the rule providing additional
clarification on the application of the excise tax to redemptions of stock (the “2025 Rule”). Among other things, the 2025
Rule provided transitional relief for stock issued before August 16, 2022 that was subject to mandatory redemption or a unilateral put
option. As ACAB issued the redeemable stock prior to August 16, 2022 and this stock was subject to mandatory repurchase upon certain
events outside of ACAB’s control, the Company concluded that the redemptions of ACAB redeemable stock qualified for the transitional
relief. As a result, the Company derecognized the $
Merger Earnout
Former holders of the Legacy Abpro common stock and Legacy Abpro preferred
stock are eligible to receive up to
8. Forward Purchase Agreement
On November 7, 2024, ACAB and Legacy Abpro entered
into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement” or “Transaction”)
with YA (the “Seller”) to which a maximum of up to
On January 28, 2025, YA elected to effect an Optional
Early Termination (as described in the Forward Purchase Agreement) with respect to all
The Forward Purchase Agreement was accounted for at fair value as an
asset in accordance with the guidance in ASC Topic 815 Derivatives and Hedging (“ASC 815”), with subsequent changes in the
fair value recorded in profits and losses. The fair value of the Forward Purchase Agreement asset was $
9. Notes Payable
Note Payable
In January 2025, the Company entered into an insurance premium financing
agreement and borrowed a total principal amount of $
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Notes Payable – Related Parties
Promissory Note with ABI
On October 18, 2023, the Company entered into
a promissory note agreement with Abpro Bio International, Inc. (“ABI”), a significant investor in the Company, to receive
up to $
As of March 31, 2026 and December 31, 2025, the outstanding principal
balances under the promissory notes with ABI was $0. As of both March 31, 2026 and December 31, 2025, accrued interest totaling $
Promissory Notes with Executive and Director
On December 29, 2023, Legacy Abpro issued promissory notes to one of
its executives and one of its directors, in the principal amount of $
On April 18, 2024, the Company entered into a separate promissory note
agreement with the same executive to receive, as amended, up to $
On February 7, 2025, the Company issued
In January 2026, the Company entered into a loan agreement with its
Chief Executive Officer and Board of Directors Chairman for an unsecured loan in the principal amount of $
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10. Standby Equity Purchase Agreement
Convertible Notes
On October 30, 2024, Legacy Abpro and ACAB entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“YA”).
Subject to the satisfaction of the conditions
set forth in the SEPA, YA committed to advance to the Company the aggregate principal amount of up to $
On November 14, 2024 (the “First Convertible
Note Issuance Date”), pursuant to the SEPA, the Company entered into a Convertible Promissory Note (the “First Convertible
Note”) with YA for $
On June 23, 2025 (the “Second Convertible
Note Issuance Date”), pursuant to the SEPA, the Company entered into a Convertible Promissory Note (the “Second Convertible
Note”) and together with the First Convertible Note, the “Convertible Notes”) with YA for $
The Convertible Notes had the maturity date of
The Convertible Notes were convertible at the option of the holder
at any time after the issuance dates based on the conversion price determined as the lower of (i) $
On April 20, 2025, the Company entered into an
amendment to SEPA with YA, pursuant to which, the definition of the conversion price was amended to state that the Fixed Price should
be adjusted (downwards only) to equal the VWAP of the Common Shares over the three (
The Convertible Notes were redeemable at the option
of the Company if the volume-weighted-average price (“VWAP”) of the Company’s Common Stock was less than $
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Under the terms of the Convertible Notes, the
Amortization Event was to occur if (i) the daily VWAP is less than the Floor Price for
It was determined, in accordance with ASC 815, that the Conversion
Feature was required to be bifurcated due to the adjustments to the settlement amount of this embedded feature that are not inputs to
the fair value measurement of a fixed-for-fixed forward or option on equity shares, and should be recorded as a liability (the “Embedded
Derivative Liability”) at fair value with a corresponding amount recorded as a discount on the Convertible Notes. The Embedded Derivative
Liability was marked to market at each reporting period end with any changes recorded in other income or expense. The fair value of the
Embedded Derivative Liability associated with the First Convertible Note was estimated at $
The total discount resulting from the Convertible Note Discount and
the bifurcation of the Embedded Derivative Liability at the issuance dates was amortized over the terms of the Convertible Notes through
non-cash interest expense using the effective interest method. The non-cash interest expense related to the discount amortization was
$
SEPA Put Rights
Under the terms of the SEPA, starting at the Closing
Date, the Company has the right, but not the obligation (“SEPA Put Rights”), to issue shares of its common stock to YA (“Advance
Shares”, and such issuance and sale, an “Advance”) and YA shall subscribe for and purchase from the Company such Advance
Shares, through written notice by the Company to YA (“Advance Notice”), provided (i) no balance is outstanding under
a Convertible Note, or (ii) if there is a balance outstanding under a Convertible Note, an Amortization Event (as defined above),
has occurred in accordance with and subject to the terms of the SEPA. The SEPA contemplates purchase by YA of up to $
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For as long as there was an outstanding balance under a Convertible Note, YA had the right, but not the obligation, by delivery to the Company of Investor Notices (as defined in the SEPA), to cause an Advance Notice to be deemed delivered by YA, which triggers the issuance and sale of Advance Shares to YA, subject to terms and conditions as specified in the SEPA.
The purchase price for the Advance Shares is the
price per Advance Share obtained by multiplying the Company’s stock price (i) by
The Company accounted for the SEPA Put Rights as an asset at fair value in accordance with the guidance in ASC 815, due to the adjustments to the settlement amount of this derivative instrument that are not inputs to the fair value measurement of a fixed-for-fixed forward or option on equity shares.
In January and February 2026, the Company issued
As a result of the written notification received from the Nasdaq Panel
on February 18, 2026 (see Note 1), the trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February
23, 2026 and as a result, the Company is unable to comply with the registration and listing requirements to raise capital under the SEPA.
As a result, as of March 31, 2026, the fair value of SEPA put rights asset was deemed de minimis. The fair value of the SEPA Put Rights
was $
11. Stockholders’ Equity
Common and Preferred Stock
The Company’s Amended and Restated Certificate
of Incorporation provides the Company’s board of directors with the authority to issue up to
Warrants
As of March 31, 2026 and December 31, 2025, there were
The Company will not be obligated to deliver any common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
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The Company may redeem the Public Warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and | |
| ● | if, and only if, the reported last sale price of the Series A common stock equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.
As of March 2026 and December 31, 2025, there
were
On February 7, 2025, the Company issued
The following presents information about warrants to purchase common stock outstanding as of March 31, 2026:
| Weighted- | Average | |||||||||
| Average | Remaining | |||||||||
| Shares | Exercise Price | Contractual Life | ||||||||
| Warrants | $ | |||||||||
No warrants were exercised during the three months ended March 31, 2026 or 2025.
12. Share-Based Compensation
2024 Equity Incentive Plan
The Company’s 2024 Equity Incentive Plan (the “2024 Plan”)
became effective at the Closing Date. As of March 31, 2026,
Under the 2024 Plan, the Company can grant non-statutory stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), unrestricted stock, performance awards and other forms of awards to eligible employees and nonemployees.
21
2014 Stock Incentive Plan
The 2014 Stock Incentive Plan (the “2014 Plan”) of Legacy
Abpro expired as of the Closing Date, in accordance with its original terms. As a result of the expiration, no further awards may be granted
under the 2014 Plan. As of March 31, 2026, there were
The Company granted restricted stock units (“RSUs”) to various employees and directors under the 2014 Plan. These RSUs cliff vested on the first anniversary of the grant date.
Stock Options
The summary of the Company’s stock option activity is as follows:
Number of Stock Options | Weighted- Exercise | Weighted- Remaining Contractual Life | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited/Expired/Cancelled | ( | ) | $ | |||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||
Restricted Stock Units
The summary of the Company’s restricted stock unit activity is as follows:
| Number of Shares | Weighted- Average Grant Date Fair Value | Weighted- Average Remaining Vesting Period | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Vested | ( | ) | $ | |||||||||
| Forfeited | ||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
As of March 31, 2026,
On October 22, 2024, the Company’s board of directors authorized
the issuance of
22
Share-Based Compensation Expense
The summary of the recorded share-based compensation expense is as follows:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total stock-based compensation | $ | $ | ||||||
As of March 31, 2026, there was no unrecognized compensation cost related
to stock option awards. As of March 31, 2026, there was approximately $
13. Related Parties
The Company has certain promissory notes outstanding with executives and directors as of March 31, 2026 and December 31, 2025. See Note 9.
On January 15, 2020, Legacy Abpro entered into an agreement for various
consulting services, as defined in the agreement, with a former director of Legacy Abpro. On January 1, 2023, the Company entered into
a new consulting agreement with the same director, which superseded the agreement dated in January 2020. The agreement was terminated
during the year ended December 31, 2024. In the fourth quarter of 2025, the Company made a $
On December 1, 2021, Legacy Abpro entered into a consulting agreement
with a member of the Company’s Board of Directors. Under the agreement, Legacy Abpro is obligated to pay fees for various consulting
services, as defined in the agreement. This agreement was terminated in May 2022. The Company did not incur any expenses under this agreement
during the years ended December 31, 2025 and 2024. As of March 31, 2026 and December 31, 2025, the unpaid amounts were $
On March 13, 2023, the Company’s Former
CEO, upon the approval of the Company’s Board of Directors, transferred $
On July 20, 2025, the Company entered into a consulting
agreement with the Company’s CEO (the “CEO Consulting Agreement”). In connection with the CEO Consulting Agreement,
the Company issued
14. Subsequent Events
On June 17, 2025, the Company received a complaint from a former director
asserting that the Company owes the former director a total of $
On April 29, 2026, the Company settled the outstanding payable balance
of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited financial statements and the notes thereto included in our Annual Report. In addition, you should read the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections of this Quarterly Report and our Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Unless otherwise indicated or the context otherwise requires, references in this section to ” Abpro,” “we,” “us,” “our,” “the Company,” and other similar terms refer to Abpro Holdings, Inc. and its subsidiaries.
Overview
Abpro Holdings, Inc. (together with its subsidiaries, the “Company”) is a biotechnology company dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threatening diseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, primarily in the areas of immuno-oncology, ophthalmology and infectious disease. By leveraging our proprietary DiversImmune® and MultiMabTM antibody discovery and engineering platforms, we are developing a pipeline of antibodies, both independently and through collaborations with global pharmaceutical and research institutions.
Our two lead product candidates, ABP-102 and ABP-201, feature our next generation tetravalent antibody format, or TetraBi antibody format, which binds to two different targets with two distinct binding sites per target.
On November 13, 2024 (the “Closing Date”), Abpro Corporation (“Legacy Abpro”) completed the merger with Atlantic Coastal Acquisition Corp. II (“ACAB”) (the “Merger”). At the Closing Date, ACAB changed its name to “Abpro Holdings, Inc.”
Impact of Macroeconomic Events
Our business and operations may be negatively affected by worldwide economic conditions, which may continue to be impacted by global macroeconomic challenges such as changes in trade policies, including sanctions, treaties, tariffs, regulatory requirements, and other limitations on cross-border operations, changes in inflation and fluctuations in interest rates, instability in the banking and financial services sector, declines in consumer confidence, declines in economic growth, uncertainty in the markets, geo-political and economic instability, and tensions in U.S.-China relations. The extent, severity, and duration of the impact of these events and conditions on our business cannot be predicted and may not be fully reflected in our results of operations until future periods. If economic uncertainty continues or increases, or if the global economy worsens, our business, financial condition, and results of operations may be harmed.
Recent Developments
On October 16, 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective on October 31, 2025, to effect a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”), of the shares of the Company’s Common Stock. The Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on October 10, 2025.
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As a result of the Reverse Stock Split, every 30 shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
Following the Reverse Stock Split, the number of shares of Common Stock outstanding were proportionally reduced from 81,150,000 shares to approximately 2,705,061 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices. Unless we indicate otherwise or the context otherwise requires, all information in this section gives effect to this Reverse Stock Split.
The Common Stock began trading on a reverse stock split-adjusted basis upon market open on November 3, 2025. The ticker symbol for the Common Stock remained “ABP” under CUSIP number (following the Reverse Stock Split) 000847202. Following the Nasdaq delisting of our securities on the Nasdaq Capital Market, effective February 23, 2026, our securities are trading on the OTC Pink Limited Market under the ticker symbol “ABPO”. The delisting does not affect the Company’s operations, but may have, among other material adverse effects, an adverse impact on the liquidity and market price of the Common Stock and on the Company’s ability to raise capital, including under the SEPA and on favorable terms, if at all, in the future.
Results of Operations
Results of Operations for the Three Months Ended March 31, 2026 and 2025
The following is a comparative discussion of our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):
| For the Three Months Ended December | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | 13 | $ | 325 | $ | (312 | ) | -96 | % | |||||||
| General and administrative | 920 | 2,633 | (1,713, ) | -65 | % | |||||||||||
| Total operating expenses | 933 | 2,958 | (2,025 | ) | -68 | % | ||||||||||
| Loss from operations | (933 | ) | (2,958 | ) | 2,025 | -68 | % | |||||||||
| Other expense, net | (95 | ) | (929 | ) | 834 | -90 | % | |||||||||
| Net loss | $ | (1,028 | ) | $ | (3,887 | ) | $ | 2,859 | -74 | % | ||||||
Revenue
We did not generate revenue during the three months ended March 31, 2026 and 2025. Our ability to generate product revenue in the future will depend almost entirely on our ability to successfully develop, obtain regulatory approval for, and then successfully commercialize a drug candidate, or enter into collaborations that provide for payments to us.
Operating Expenses
Research and Development Expenses
Research and development expenses consist primarily of salaries, payroll taxes, employee benefits and share-based compensation for those individuals involved in research and development efforts, as well as consulting expenses, third-party research and development expenses, laboratory supplies and clinical materials.
Research and development expenses decreased by $0.3 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to the majority of research and development personnel being on furlough since October 2024 and then subsequently terminated in the fourth quarter of 2025. The overall decrease in expenses was a result of the decrease in research and development activities while raising additional capital necessary to resume our research and development programs.
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General and Administrative Expenses
General and administrative expenses consist primarily of compensation and benefits to our personnel not involved in research and development efforts, costs related to our directors, and senior advisors; professional service fees, including accounting and legal services and other consulting services. General and administrative expenses decreased by $1.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to the decrease of approximately $0.8 million in legal and accounting expenses, approximately $0.3 million in facilities and supplies costs, approximately $0.4 million decrease in estimated liability under the litigation with the former director and $0.2 million in share-based compensation expense as a result of the cost reduction efforts implemented in the second half of 2025.
Other Expense, Net
Other expense, net improved by $0.8 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This change is primarily related to the interest expense for the one-time charge for the fair value of the warrants issued under the promissory note with an executive in the amount of approximately $0.7 million during the three months ended March 31, 2025, in which there was no similar interest expense activity during the three months ended March 31, 2026.
Liquidity, Capital Resources and Going Concern
To date, we have financed our operations primarily through the sale of equity securities and convertible debt, proceeds from the Merger and related PIPE financing, borrowings under loan facilities and, to a lesser extent, through payments received in connection with collaboration and license agreements. Since our inception, we incurred significant recurring losses, including net losses of $1.0 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $120.0 million. We expect to incur operating losses in the foreseeable future.
On April 2, 2025, the Company received written notice from the Listing Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Pursuant to the Nasdaq Listing Rules, the Company has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. The letter stated that the Company had 180 calendar days, or until September 29, 2025, to regain compliance.
On April 10, 2025, the Company received two letters from the Staff of Nasdaq. One letter (the “MVPHS Notice”) indicated that based upon Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last 30 consecutive business days prior to the date of the MVPHS Notice, the Company no longer meets the requirements of Nasdaq Listing Rule 5450(b)(2)(C), which requires listed securities to maintain a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”). The second letter notified the Company that from February 20, 2025, to April 9, 2025, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). Each letter stated that the Company had 180 calendar days, or until October 7, 2025, to regain compliance.
On September 30, 2025, the Company received a letter from Nasdaq notifying the Company that it had not regained compliance with the Minimum Bid Price Requirement during the compliance period. Accordingly, the Company timely requested a hearing before the appeal panel (the “Panel”), which stayed the suspension of the Company’s securities with Nasdaq pending the Panel’s decision or any extension of time provided by the Panel to regain compliance.
On October 14, 2025, the Company received a letter from Nasdaq notifying the Company that it had not regained compliance with either the MVPHS Requirement or the MVLS Requirement during the compliance period.
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The hearing was held on October 30, 2025. During the hearing, the Company presented its plans to regain compliance with the Minimum Bid Price Requirement, the MVPHS Requirement and the MVLS Requirement. On November 10, 2025, the Company received a decision letter from the Panel granting the Company’s request for continued listing on The Nasdaq Stock Market, subject to the Company’s strict adherence to certain interim deadlines and conditions.
On February 18, 2026, the Company received written notification from the Panel stating that, due to the Company not having met the terms of the Panel’s November 10, 2025 decision that the Company demonstrate compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s securities were to be delisted from Nasdaq. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23, 2026 and the Company’s securities now trade on the OTCQB, Pink Limited tier of the OTC Markets under the ticker symbol “ABPO”. The Company was provided fifteen (15) days from receipt of the aforementioned notice of the Panel’s decision to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision. The delisting does not affect the Company’s operations, but may have, among other material adverse effects, an adverse impact on the liquidity and market price of the Common Stock and on the Company’s ability to raise capital, including under SEPA (see Note 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements) and on favorable terms, if at all, in the future.
On March 18, 2026, the Company formally appealed the delisting determination and is expecting the response in June 2026.
If we are unsuccessful in our appeal to Nasdaq and do not regain listing on the Nasdaq or another national exchange, we could face significant material adverse consequences, including the loss of federal preemption of state securities laws (blue sky laws) that will make certain finance and securities transactions more costly and involve increase complexities, along with the costs associated with trading on the Over-the-Counter, as well as the following:
| ● | a limited availability of market quotations for our securities; | |
| ● | reduced liquidity for our securities; | |
| ● | a determination that our Common Stock is “penny stock” which will require brokers trading in the Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | |
| ● | a limited amount of news and analyst coverage; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
In January and February 2026, the Company issued 3,162,785 shares of common stock with the aggregate gross purchase price of approximately $7.3 million under Advance Notices to YA in accordance with the terms of the SEPA.
As of March 31, 2026, the Company had cash of $5,398. Due to its current liabilities, the cash available to the Company will not be sufficient to allow the Company to operate for at least 12 months from the date that the unaudited condensed consolidated financial statements are issued. The future viability of the Company is largely dependent on its ability to raise additional capital to finance its operations. The Company expects to seek additional funding through equity and debt financings, collaboration agreements and research grants. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects.
Accordingly, based on the considerations discussed above, management has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated financial statements are issued. The Company plans to continue to fundraise, as well as seek alternate revenues from collaboration and license agreements. If adequate funds are not available, the Company may be required to initiate steps to slow cash burn, extending the cash runway until financing can be secured. The condensed consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might result from the outcome of this uncertainty.
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Future Funding Requirements
We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the pre-clinical activities and clinical trials of our product candidates. The timing and amount of our operating expenditures will depend largely on:
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● | the scope, number, initiation, progress, timing, costs, design, duration, any potential delays, and results of clinical trials and nonclinical studies for our current or future product candidates, particularly the planned Phase 1/2 clinical trial for ABP-102, focusing on HER2+ breast and gastric cancers, as well as Phase 1 clinical trials for ABP-201 for the treatment of Wet AMD; |
| ● | the clinical development plans we establish for our product candidates; | |
| ● | the number and characteristics of product candidates and programs that we develop or may in-license; | |
| ● | the outcome, timing and cost of regulatory reviews, approvals or other actions to meet regulatory requirements established by the FDA and comparable foreign regulatory authorities, including the potential for the FDA or comparable foreign regulatory authorities to require that we perform more studies for our product candidates than those that we currently expect; | |
| ● | our ability to obtain marketing approval for our product candidates; | |
| ● | the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights covering our product candidates, including any such patent claims and intellectual property rights that we have licensed pursuant to the terms of a license agreement; | |
| ● | our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the cost of defending intellectual property disputes, including patent infringement actions brought by third parties against us or our product candidates; | |
| ● | the cost and timing of completion of commercial-scale outsourced manufacturing activities with respect to our product candidates; | |
| ● | our ability to establish and maintain licensing, collaboration or similar arrangements on favorable terms and whether and to what extent we retain development or commercialization responsibilities under any new licensing, collaboration or similar arrangement; | |
| ● | the cost of establishing sales, marketing and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products on our own; | |
| ● | the success of any other business, product or technology that we acquire or in which we invest; | |
| ● | the costs of acquiring, licensing or investing in businesses, product candidates and technologies; | |
| ● | our need and ability to hire additional management, and scientific and medical personnel; | |
| ● | the costs to operate as a public company in the United States, including the need to implement additional financial and reporting systems and other internal systems and infrastructure for our business; | |
| ● | market acceptance of our product candidates, to the extent any are approved for commercial sale; and | |
| ● | the effect of competing technological and market developments. |
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Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our ownership interest may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, scale back or discontinue the development and commercialization of one or more of our product candidates or delay our pursuit of potential in-licenses or acquisitions.
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):
| For the Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Net cash used in operating activities | $ | (2,080 | ) | $ | (1,503 | ) | $ | (577 | ) | 38 | % | |||||
| Net cash provided by (used in) financing activities | $ | 7,411 | $ | (84 | ) | $ | 7,495 | 8923 | % | |||||||
Net cash used in operating activities for the three months ended March 31, 2026, increased by $0.6 million as compared to the three months ended March 31, 2025. Although the operating expenses, excluding non-cash items, decreased by $1.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, the cash used in operating activities increased due to the timing of disbursements with $0.6 million increase in prepaids and $1.6 million decrease in accounts payable and accrued expenses in the first quarter of 2026 as compared to the first quarter of 2025.
Net cash provided by financing activities increased by $7.3 million from the sale of the common stock shares to YA in accordance with the terms of the SEPA for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company made $0.2 million payments on the Note Payable which were partially offset by the proceeds of $0.1 million from the settlement of the Forward Purchase Agreement.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, as well as the reported expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no changes to our critical accounting policies and estimates as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies of the Notes to the Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, under the supervision and with the participation of the Company’s principal executive and principal financial officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the quarter ended March 31, 2026, our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses described below.
Remediation Efforts to Address a Previously Identified Material Weakness in Internal Control over Financial Reporting
As described in Item 9.A Controls and Procedures of our 2025 Form 10-K, for the year ended December 31, 2025, management identified material weaknesses in its internal controls, related to the Company having inadequate existing control to ensure timely identification and evaluation of contractual obligations such as license agreements and failing to design and maintain formal written policies and procedures regarding internal controls over financial reporting. As of December 31, 2025, the Company successfully remediated a previous material weakness related to segregation of duties over internal wire transfer authorization and access to bank accounts. The Company is in process of implementing and testing its internal control to address the remaining material weaknesses.
A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.
The Company will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies. Such material weaknesses and control deficiencies will not be remediated until the Company’s remediation plan has been fully implemented, and it has concluded that its internal controls are operating effectively for a sufficient period of time.
To address these material weaknesses, management, under the oversight of the audit committee, has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting:
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- | The Company redesigned and implemented proper authorization procedures and access controls with respect to wire transfers and bank account access. |
| - | The Company will continue to implement a review process by management and the Board of Directors to ensure timely identification of liabilities related to the contractual obligations and license agreements. | |
| - | The Company continues to develop formalized policies and procedures regarding internal controls over financial reporting. |
The material weaknesses will not be remediated until the Company’s remediation plan has been fully implemented, for which the Company would be able to conclude that its internal controls are operating effectively for a sufficient period of time.
We can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial Reporting
Except for the remediation actions described above, there were no changes in our internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recently completed quarter, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. The following is a summary of material legal proceedings as of the date of this filing. See also Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding contingent liabilities.
On June 17, 2025, a former director filed a lawsuit against the Company alleging damages of approximately $748,000 for consulting fees, bonuses, and for unpaid promissory note principal and interest, of which approximately $140,000 was paid in the fourth quarter of 2025. On November 10, 2025, the Suffolk Superior Court issued a preliminary injunction prohibiting the Company from transferring its assets without court approval outside the ordinary course of business. On April 15, 2026, the Company settled this claim in full for the total amount of approximately $390,000.
In March 2017, we entered into an Exclusive License Agreement with Memorial Sloan Kettering Cancer Center (“MSK”), which was subsequently amended by Amendment No. 1 to Exclusive License Agreement dated March 31, 2017, Amendment No. 2 to Exclusive License Agreement dated March 31, 2018, and Amendment No. 3 to Exclusive License Agreement dated December 31, 2019 (collectively, the “Exclusive MSK License Agreement”). In June 2023, we received a notice of breach from MSK followed by a notice of termination in September 2023, pursuant to which MSK demanded payments totaling $1,060,405 in principal and $169,173 in interest. We do not dispute the payment obligations under the Exclusive MSK License Agreement and have not made the payment to preserve cash. We are working on a settlement agreement including a cash component significantly less than the face amount of the obligation. As of March 31, 2026, the Company had accrued amounts associated with outstanding MSK obligations of approximately $1.2 million.
In January 2023, we entered into a settlement agreement with Parexel International (IRL) Limited relating to payment obligations arising out of a clinical trial performed by Parexel, which was co-financed by the Company and Mabwell (Shanghai) Bioscience Co., Ltd. (SHA: 688062), a biopharmaceutical company headquartered in Shanghai, China (“Mabwell”). The Company made some but not all installment payments due under the settlement agreement and Parexel filed a complaint in Superior Court in Middlesex County, Massachusetts in April 2023. Parexel subsequently amended the complaint twice and filed a motion for default judgment in September 2023 seeking contractual damages of approximately $640,000 plus additional damages under Massachusetts Chapter 93A for deceptive business practices. A hearing on the motion was held on January 9, 2024. The court asked for additional submissions by January 16, 2024 and indicated that a ruling would follow thereafter. On January 26, 2024, the court entered a judgment in the case awarding Parexel a total of approximately $700,000 and rejecting Parexel’s claim under Chapter 93A. As of March 31, 2026 and December 31, 2025, the Company recorded liability for the outstanding balance under this settlement agreement of approximately $890,000 and $869,000, including the accrued interest, respectively.
We are unable to predict the ultimate outcome of these matters, the timing of any final decisions of various agencies or courts, or the impact on our results of operations, financial condition or cash flows. Adverse outcomes in any of these matters or in aggregate, if liability is ultimately found against us, could require significant cash payments and materially adversely affect our financial condition, and impede or hinder our operations.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025. There have been no material changes to the risk factors described in our most recent Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABPRO HOLDINGS, INC. | ||
| Date: May 20, 2026 | By: | /s/ Miles Suk |
| Name: | Miles Suk | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
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Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Miles Suk, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Abpro Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 20, 2026 | /s/ Miles Suk |
| Miles Suk | |
| Chief Executive Officer | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Abpro Holdings, Inc. (the “Company”), for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Miles Suk, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered by the Report. |
| Date: May 20, 2026 | By: | /s/ Miles Suk |
| Miles Suk | ||
| Chief Executive Officer | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) |