8-K
Abpro Holdings, Inc. (ABPO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 3, 2025
Abpro Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41224 | 87-1013956 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 100 Summit Drive<br><br> <br>Burlington, MA | 01803 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
1-800-396-5890
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Shares of Common Stock, par value $0.0001 per share | ABP | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ABPWW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On November 3, 2025, Abpro Holdings, Inc. (the “Company”) issued a press release announcing that its one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”) became effective at 5:01 p.m. on October 31, 2025, and the Company’s shares of common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market, as of the opening of trading on November 3, 2025. A copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 3, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABPRO HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ Miles Suk | |
| Name: | Miles Suk | |
| Title: | Chief Executive Officer | |
| Dated: November 3, 2025 |
2
Exhibit 99.1
Abpro Announces 1-for-30 Reverse Stock SplitEffective November 3, 2025
Achieved ~60% reductionin operating costs through a focused cost optimization plan
DiversImmune® platform positionedto unlock additional pipeline value
Reverse stock split supports Nasdaqcompliance and positions company for next phase of growth
BURLINGTON, Mass., November 3, 2025 – Abpro Holdings, Inc. (Nasdaq: ABP) (“Abpro” or the “Company”), a biotechnology company advancing next-generation antibody therapies, today announced that its previously approved 1-for-30 reverse stock split (the “Reverse Stock Split”) of its common stock became effective at 5:01 p.m. Eastern Time on October 31, 2025. The Company’s common stock will begin trading on a split-adjusted basis at the open of trading on November 3, 2025 under the ticker symbol “ABP” and the new CUSIP number will be 000847202**.**
At the effective time, every 30 shares of issued and outstanding common stock will automatically combine into one (1) issued and outstanding share. No fractional shares will be issued as a result of the Reverse Stock Split; stockholders otherwise entitled to a fractional share will receive an additional fraction rounded up to the next whole share. Following the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 81.2 million to 2.7 million. Shares underlying the Company’s outstanding stock options and warrants will be proportionally adjusted, along with corresponding exercise prices.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, will serve as the exchange agent for the Reverse Stock Split.
“This action is a highly necessary step in our efforts to maintain our Nasdaq listing and reflects a broader realignment of Abpro for the future,” said Miles Suk, Chief Executive Officer and Chairman of Abpro. “With a leaner cost structure, a major global partner in Celltrion, and a differentiated antibody platform, we are positioned to execute more effectively and create long-term value for our shareholders.”
Positioned for Growth and Value Creation
The Reverse Stock Split positions Abpro to reach compliance with Nasdaq as the Company enters a more focused and capital-efficient phase of growth. Over the past few quarters, Abpro has achieved an estimated ~60% reduction in operating costs versus the same period in 2024 through disciplined execution and streamlined operations.
The Company’s partnership with Celltrion remains a key strategic advantage. Celltrion funds all development expenses for Abpro’s lead antibody program ABP-102, while Abpro retains meaningful commercial and economic rights. A first-in-human trial for ABP-102 is anticipated in 2026.
Abpro is also evaluating its broader pipeline to unlock additional value through its DiversImmune® and MultiMab^TM^platforms, which together enable the rapid creation of bispecific and multispecific antibodies with enhanced selectivity and safety.
About Abpro
Abpro’s mission is to improve the lives of mankind facing severe and life-threatening diseases with next-generation antibody therapies. Abpro is advancing a pipeline of next-generation antibody therapies, for HER2+cancers, non-HER2+ gastric and liver cancer, and wet age-related macular degeneration and diabetic macular edema. These antibodies are developed using Abpro's proprietary DiversImmune® platform. Abpro is located in Woburn, Massachusetts. For more information, please visit www.abpro.co.
Forward Looking Statements
This press release includes certain disclosures that contain “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, express or implied statements regarding the timing and advancement of development programs, including the timing and availability of additional data, and expectations regarding the therapeutic benefit of Abpro’s programs, as well as strategic partnerships. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, those risks and uncertainties related to the timing and advancement of development programs; Abpro’s ability to continue as a going concern; Abpro’s ability to achieve compliance with Nasdaq listing standards; expectations regarding the therapeutic benefit of Abpro’s programs; that final data from Abpro’s pre-clinical studies and completed clinical trials may differ materially from reported interim data from ongoing studies and trials; Abpro’s ability to efficiently discover and develop product candidates; Abpro’s ability to obtain and maintain regulatory approval of product candidates; Abpro’s ability to maintain its intellectual property; the implementation of Abpro’s business model, including strategic plans for Abpro’s business and product candidates; and other risks identified in Abpro’s filings with the U.S. Securities and Exchange Commission (SEC) including Abpro’s most recent Annual Report on Form 10-K filed with the SEC and subsequent filings with the SEC. Abpro cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Abpro disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this press release represent Abpro’s views only as of the date hereof and should not be relied upon as of the date hereof and should not be relied upon as representing its views as of any subsequent date.
Investor and Media Contact:
Daniel Kontoh-Boateng
DKB Partners, LLC
Tel: +1-862-213-1398
dboateng@dkbpartners.net