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): January 16, 2026
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 DriveBurlington, 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | ABP | The Nasdaq<br> Stock Market LLC |
| Warrants,<br> each whole warrant exercisable for one share of Common Stock at an exercise price of $114.90 | ABPWW | The Nasdaq<br> 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 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
On January 17, 2026, Abpro Holdings, Inc. (the “Company”) entered into a Loan Agreement with its Chief Executive Officer and Chairman, Miles J.W. Suk (the “Lender”), pursuant to which the Lender agreed to provide the Company with an unsecured loan in the principal amount of $147,000 to fund the premium for the Company’s directors’ and officers’ liability insurance. The loan will be disbursed by the Lender directly to the Company’s insurance broker or insurer at the Company’s direction and may be used solely for that purpose. The loan has a nine-month term from the date of advance and may be prepaid at any time without penalty. No interest accrues during the first three months following funding; thereafter, the outstanding principal bears interest at a variable rate equal to three-month Term SOFR plus 2.0% per annum, with any accrued interest payable at maturity or upon earlier repayment. The loan is not secured by any collateral and is not guaranteed by any third party.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On January 16, 2026, Ian McDonald, a member of the Board of Directors (the “Board”) of the Company, notified the Board that he was resigning from the Board, including all committees of the Board. Mr. McDonald did not resign due to any disagreement with the Company, its board of directors or its management regarding any matters relating to the Company’s operations, policies or practices.
Director Appointment
On January 16, 2026, the Board appointed Dr. Byung-Hak Yoon to fill the vacancy resulting from Mr. McDonald’s resignation. Dr. Yoon will serve as a Class I director with a term ending at the 2028 annual meeting and will fill the vacancies on the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee resulting from Mr. McDonald’s resignation. Dr. Yoon was not appointed pursuant to any arrangement or understanding between him and any other persons. There are no transactions with Dr. Yoon requiring disclosure under Item 404(a) of Regulation S-K. Dr. Yoon will receive the Company’s typical compensation for independent directors.
Dr. Yoon, age 51, currently serves as CEO of OQPBIOM, a biotechnology company (since March 2025), and CEO of Doowon Science Pharma (since October 2023). From June 2020 to March 2025, he served as President of CanariaBio Group. From 2022 to 2025, he served as CEO of Sejong Medica, a medical device company. From January 2020 to January 2023, he served as Chairman and CEO of Thelma Therapeutics, and from September 2018 to January 2020, he served as CEO of AXCESO Biopharma. Since January 2018, he has served as a member of the Government Project Review Committee, Ministry of SMEs and Startups, Korea, and as a member of the Government Project Review Committee, Korea Health Industry Development Institute, Korea, since February 2013. Dr. Yoon was appointed to the Board because of his extensive experience in the pharmaceutical industry.
Item 9.01. FinancialStatements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Loan Agreement, dated January 17, 2026, by and between Miles J.W. Suk and the Company. |
| 104 | Cover Page<br>Interactive Data File (embedded within the inline XBRL document) |
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SIGNATURES
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: January 23, 2026 |
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Exhibit 10.1
LOAN AGREEMENT
(For Payment of Directors & Officers Insurance Premium)
This Loan Agreement (this “Agreement”) is entered into as of January 17, 2026 (the “Effective Date”),
BY AND BETWEEN:
Miles J.W. Suk, an individual, acting in his personal capacity and residing in the Republic of Korea
(the “Lender”),
AND
Abpro Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, United States
(the “Borrower”).
RECITALS
WHEREAS, the Borrower is a non-resident corporation under Korean foreign exchange regulations and, in the ordinary course of its business, is required to maintain directors’ and officers’ liability insurance (“D&O Insurance”) as an essential corporate expense;
WHEREAS, due to temporary liquidity constraints, the Borrower is unable to timely pay the premium for such D&O Insurance;
WHEREAS, the Lender is the Chief Executive Officer and Chairman of the Borrower and is willing, in his personal capacity, to advance funds to the Borrower solely for the purpose of paying the D&O Insurance premium;
WHEREAS, the parties desire to document such advance as a bona fide loan, and not as an equity contribution, capital injection, or gift;
NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:
1. Loan Amount
The Lender agrees to lend to the Borrower, and the Borrower agrees to borrow from the Lender, the principal amount of United States Dollars One Hundred Forty-Seven Thousand (USD 147,000) (the “Loan”).
2. Purpose of Loan
The Loan shall be used exclusively for the payment of the Borrower’s Directors and Officers liability insurance premium.
The Loan shall not be used for any other purpose.
3. Disbursement
The Loan shall be disbursed by the Lender directly to the insurance broker or insurer designated by the Borrower, or otherwise as instructed in writing by the Borrower, for and on behalf of the Borrower.
4. Term and Maturity
The Loan shall have a fixed term of nine (9) months commencing on the date the Loan is advanced and shall mature on the date that is nine (9) months thereafter (the “Maturity Date”), unless repaid earlier in accordance with this Agreement.
5. Interest
(a) Grace Period
No interest shall accrue or be payable during the first three (3)months following the date the Loan is advanced.
(b) Interest Rate After Grace Period
Commencing on the date immediately following the expiration of the three-month grace period, the outstanding principal balance of the Loan shall accrue interest at a variable rate equal to three-monthTerm SOFR (Secured Overnight Financing Rate) plus two percent (2.0%) per annum.
(c) Payment of Interest
Accrued interest, if any, shall be payable at maturity or upon earlier repayment of the Loan.
6. Repayment
The principal amount of the Loan, together with any accrued and unpaid interest, shall be due and payable on the Maturity Date.
The Borrower may prepay the Loan, in whole or in part, at any time prior to the Maturity Date without penalty or premium.
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7. Reimbursement Acknowledgment
The Borrower acknowledges that the Loan represents a temporary advance of an essential corporate expense made by the Lender on behalf of the Borrower and agrees that the Loan shall be treated as a reimbursable loan obligation in accordance with the terms of this Agreement.
8. No Security
The Loan is unsecured.
No collateral, guarantee, pledge, or security interest is granted in connection with this Agreement.
9. No Waiver of Fiduciary Duties
Nothing in this Agreement shall be construed to modify, waive, or limit any fiduciary duties owed by the Lender to the Borrower in his capacity as an officer or director of the Borrower.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions or understandings, whether written or oral.
12. Amendments
This Agreement may be amended only by a written instrument executed by both the Lender and the Borrower.
13. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
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SIGNATURE PAGE
LENDER
| /s/ Miles J.W. Suk | |
|---|---|
| Miles J.W. Suk | |
| Date: | 1/16/2026 |
BORROWER
Abpro Holdings, Inc.
| By: | /s/ Miles J.W. Suk |
|---|---|
| Name: | Miles J.W. Suk |
| Title: | Chief Executive Officer & Chairman |
| Date: | 1/16/2026 |
BOARD ACKNOWLEDGMENT AND APPROVAL
The undersigned members of the Board of Directors of Abpro Holdings,Inc. hereby acknowledge that they have reviewed the foregoing Loan Agreement, including its provisions regarding term, interest, repayment, and lack of security, and approve the transaction as being fair, reasonable, and in the best interests of the Company.
Each undersigned director further acknowledges that the Loan represents a temporary advance made by the Company’s Chief Executive Officer for the payment of an essential corporate expense.
DIRECTORS
| /s/ Tony Eisenberg | /s/ Soo Young Lee | ||
|---|---|---|---|
| Name: | Tony Eisenberg | Name: | Soo Young Lee |
| Title: | Chair of Audit Committee | Title: | Director |
| Date: | 1/17/2026 | Date: | 1/16/2026 |
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