UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 1, 2025, Advent Technologies Holdings, Inc. (the “Company”) entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R. fischer Edelstahlrohre GmbH (“Fischer” and, together with the Company, the “Parties”). The Settlement Agreement was executed to resolve a previously disclosed dispute that arose in connection with that certain share purchase agreement entered into by the Parties on or about June 25, 2021 (the “Purchase Agreement”), with Fischer alleging the Company failed to make payment of the consideration due under the Purchase Agreement in full as of the date of closing under the Purchase Agreement.
In February 2025, the Parties met to discuss the possibility of a settlement and the framework for such a settlement, and on July 1, 2025, the Parties finalized and executed the Settlement Agreement.
Pursuant to the terms of the Settlement Agreement, the Company has agreed to pay Fischer €5,366,625.55 with such payment to be made in installments beginning on September 1, 2025. The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30, 2026. In exchange for such reduced settlement amount, both Parties agreed to a mutual release of claims against the other Party.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On July 1, 2025, the Company received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has regained compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) by filing the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement and Release dated as of July 1, 2025, by and between Advent Technologies Holdings, Inc. and F.E.R. fischer Edelstahlrohre GmbH. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 3, 2025
| Advent Technologies Holdings, Inc. | ||
| By: | /s/ Gary Herman | |
| Name: | Gary Herman | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
DATED
July 1, 2025
Settlement Agreement and Release
between
F.E.R. fischer Edelstahlrohre GmbH
and
Advent Technologies Holdings, Inc.
This agreement is dated July 1, 2025
Parties
| (1) | F.E.R. fischer Edelstahlrohre GmbH, Im Gewerbegebiet 7,77855 Achern, Germany (“FER Fischer”) |
| (2) | Advent Technologies Holdings, Inc., 5637 La Ribera St., Suite A, Livermore, CA 94550, USA (“Advent”) |
(each a “Party” and together the “Parties”)
BACKGROUND
| (A) | By way of a Share Purchase Agreement dated June 24/25, 2021 (“SPA”), Advent acquired 100% of the equity interests of SerEnergy A/S and fischer eco solutions GmbH from FER Fischer. The acquisition was completed on August 20, 2021. |
| (B) | On May 10, 2023, FER Fischer initiated arbitration with the German Arbitration Institute against Advent. FER Fischer claimed that Advent failed to pay a part of the purchase price under the SPA. |
| (C) | On August 16, 2024, the arbitral tribunal issued its Final Award ordering Advent to pay to FER Fischer (i) EUR 4,547,213 plus interest of 5% per annum since April 20, 2023 up to and including the date of the receipt of the payment; (ii) EUR 326,105.86 and GBP 5,778.95 / EUR 6,752.93 on the day of the Final Award plus interest of 5% per annum from the day following the receipt of the final award by Advent up to and including the date of the receipt of the payment. The total amount payable by May 20, 2025 is EUR 5,366,625.55 (EUR 4,880,071.79 awarded plus EUR 486,553.76 interest). |
| (D) | On November 18, 2024, Advent filed a motion with the Higher Regional Court of Frankfurt to set aside the arbitral award (“Setting Aside Proceedings”). The Setting Aside Proceedings are currently stayed. |
Agreed terms
| 1. | Settlement Amount |
| 1.1 | Advent shall pay to FER Fischer a Settlement Amount of EUR 5,366,625.55 in cash. The Settlement Amount is reduced by EUR 1,000,000 to EUR 4,366,625.55 if Advent makes a payment of EUR 4,366,625.55 by June 30, 2026. |
| 2. | Payment of the Settlement Amount |
The Settlement Amount is to be paid as follows:
| (a) | Beginning on September 1, 2025, and continuing on the first business day of each month following the Effective Date of this Agreement, Advent shall transfer to FER Fischer an amount of EUR 35,000 (“Monthly Installments”). |
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| (b) | The Monthly Installments are to be paid to the following bank account: |
Account holder: F.E.R. fischer Edelstahlrohre GmbH
Bank: Volksbank eG
Bank sort code: 66490000
BIC: GENODEOG1
IBAN: DE75 6649 000000606 76003
| (c) | Advent is entitled to make extraordinary payments at any time. |
| (d) | Five years after the Effective Date of this Agreement, Advent shall pay the remainder of the Cash Settlement Amount in one final installment (“Final Installment”). |
| 3. | Breach of the Settlement Agreement |
In case Advent fails to make a Monthly Installment or the Final Installment on time and fails to cure such breach within 30 days, the Settlement Amount net of the amounts already paid will become immediately due and payable. Interest in an amount of 9% per annum will apply.
| 4. | Mutual Release |
In consideration of the mutual promises provided for herein, and effective upon payment in full of the Settlement Amount, the Parties, on behalf of themselves, their associates, successors and assigns, hereby fully release and forever discharge each other, and their respective present and former subsidiaries, affiliates, associates, predecessors, shareholders, successors and assigns, trustees, employees, agents, attorneys, representatives, heirs, executors and administrators, and each of their respective present and former officers, directors, trustees, employees, agents, attorneys, representatives, heirs, executors, and administrators, and their respective predecessors, successors and assigns, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, liabilities, executions, claims, and demands whatsoever, in law, admiralty or equity.
| 5. | Withdrawal of Setting Aside Proceedings |
Upon the signing of this Agreement, Advent will withdraw its motion with the Higher Regional Court of Frankfurt in the Setting Aside Proceedings. Each Party agrees to bear its own costs with respect to the Setting Aside Proceedings.
| 6. | Costs |
The Parties shall each bear their own legal costs in relation to this Agreement.
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| 7. | Severability |
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
| 8. | Governing law |
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the German law.
| 9. | Arbitration |
All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of three members. The seat of the arbitration shall be Frankfurt am Main, Germany. The language of the arbitration shall be English.
| 10. | Counterparts |
| 10.1 | This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. For the purposes of completion, signatures by the Parties’ legal advisers shall be binding. |
| 10.2 | Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet ink” counterpart of this agreement. |
| 10.3 | No counterpart shall be effective until each Party has provided to the other at least one executed counterpart. |
| 11. | Miscellaneous |
Any amendments additions to, or the termination by mutual agreement of this Agreement must be in writing to be valid.
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This agreement has been entered into on the date stated at the beginning of it.
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SIGNED by for and on behalf of FER Fischer |
/s/ Hans Peter Fischer | ||||
| Name: | Hans Peter Fischer | Name: | |||
| Title: | General Manager | Title: | |||
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SIGNED by for and on behalf of Advent |
/s/ Gary Herman | ||||
| Name: | Gary Herman | ||||
| Title: | Chief Executive Officer |
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