UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 28, 2024, Advent Technologies Holdings, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has satisfied its previous deficiency in filing its annual report on Form 10-K, which occurred on August 13, 2024. The Letter further informed the Company that it remains noncompliant with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “First Quarter 10-Q”) and the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Second Quarter 10-Q” and, together with the First Quarter 10-Q, the “Delinquent 10-Qs”) were not filed with the Securities and Exchange Commission by the required due dates of May 14, 2024 and August 14, 2024, respectively. This Letter received from Nasdaq has no immediate effect on the listing or trading of the Company’s shares.
In response to the Company’s previous submissions to Nasdaq on June 13, 2024, August 5, 2024 and August 27, 2024, Nasdaq has granted the Company an exception until Monday, October 14, 2024, as instructed by the Letter, to regain compliance with the Nasdaq Listing Rules by filing the Delinquent 10-Qs.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. |
Effective as of August 30, 2024, (i) each of Nora Goudroupi, Wayne Threatt, Von McConnell, Larry Epstein and Anggelos Skutaris resigned as directors of the Company, and (ii) the Company’s Board of Directors appointed Gary Herman as a Class I Director and Marc Seelenfreund and Avtar Dhaliwal as Class II directors. Messrs. Herman, Seelenfreund and Dhaliwal were each appointed to serve as members of the Audit Committee of the Board of Directors.
The principal occupation and brief summary of the backgrounds of Messrs. Herman, Dhaliwal and Seelenfreund are as follows:
Mr. Gary Herman, 60, is a seasoned investor with many years of investment and business experience. From 2005 to 2020 he co-managed the Strategic Turnaround Equity Partners, LP (Cayman) fund and its affiliates. From January 2011 to August 2013, he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer. From 1997 to 2002, he was an investment banker with Burnham Securities, Inc. From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo. Mr. Herman has a B.S. from the University at Albany with a major in Political Science and minors in Business and Music. Mr. Herman has many years of experience serving on the boards of public and private companies. He presently sits on the boards of Siyata Mobile, Inc. (NASDAQ: SYTA), Virpax Pharmaceuticals, Inc. (NASDAQ: VRPX), SRM Entertainment, Inc. (NASDAQ: SRM), LQR House, Inc. (NASDAQ: LQR), SusGlobal Energy Corp. (OTCQB: SNRG) and XS Financial, Inc. (CSE: XS).
Mr. Marc Seelenfreund, 56, is the Founder and has been the Chief Executive Officer of Siyata Mobile Inc. (NASDAQ: SYTA) since July 2015. Siyata is a leading vendor of mission critical Push to Talk Over Cellular products working with all the major cellular carriers in North America as well as in international markets. Marc has over 20 years of experience in the telecom and cellular arena as was founder of a leading telecom distribution company Accel Ltd (Tase: ACCL) representing multiple global telecom vendors in the Israeli telecom market. Marc was an officer in the IDF, received a law degree from Bar Ilan University and is the Chairman of Ono Academic College.
Mr. Avtar Dhaliwal, 30, is a Chief Executive Officer and director of publicly traded companies listed in Canadian exchanges (CSE & NEO). He holds a degree in Biology from the University of British Columbia Okanagan and has years of experience in the food industry with a specialty in supply chain, compliance and regulatory processes. Mr. Dhaliwal’s work in the agricultural industry had him oversee and focus on crop quality standardization, distribution and marketing from wholesalers, and direct to consumer sales and overseas sales in local markets. Dealing with distributors and associations, Mr. Dhaliwal placed products into large box retailers and nationwide grocers such as Overwaitea and Safeway. Mr. Dhaliwal has been instrumental in navigating the companies through compliance and regulatory hurdles of listing products and distributing with large-scale distributors.
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| Item 7.01 | Regulation FD Disclosure. |
A press release, dated September 4, 2024, disclosing the Company’s receipt of the Nasdaq notification letter referenced in Item 3.01 above is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued September 4, 2024. | |
| 104 | Cover Page 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 4, 2024
| Advent Technologies Holdings, Inc. | ||
| By: | /s/ Vassilios Gregoriou | |
| Name: | Vassilios Gregoriou | |
| Title: | Chairman and Chief Executive Officer | |
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Exhibit 99.1
Advent Technologies Receives Nasdaq Notification
Regarding Compliance with
Listing Requirements and Appoints Three New Directors
Livermore, CA – Advent Technologies Holdings, Inc. (NASDAQ: ADN), an innovation-driven leader in the fuel cell and hydrogen technology sectors, today announced that it has received a letter from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") confirming that the Company has rectified its previous deficiency related to the filing of its annual report on Form 10-K on August 13, 2024. The letter also informed Advent Technologies that it remains noncompliant with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 (the "First Quarter 10-Q") and June 30, 2024 (the "Second Quarter 10-Q" and, together with the First Quarter 10-Q, the “Delinquent Reports”). The Nasdaq letter has no immediate impact on the listing or trading of Advent Technologies' shares.
Nasdaq has granted the Company an extension to file the Delinquent Reports until October 14, 2024. Advent Technologies is actively working to complete the necessary filings and is committed to regaining full compliance within the given timeframe.
Additionally, the Company announced, effective August 30, 2024, the resignation of each of Nora Goudroupi, Anggelos Skutaris, Larry Epstein, Wayne Threatt and Von McConnell from its Board of Directors, and the appointment of Gary Herman as a Class I member of the Board of Directors of the Company and Marc Seelenfreund and Avtar Dhaliwal as Class II members of the Board of Directors of the Company, and as members of the Audit Committee of the Board of Directors of the Company.
About Advent Technologies Holdings, Inc
Advent Technologies Holdings, Inc. is a U.S. corporation that develops, manufactures, and assembles complete fuel cell systems as well as supplying customers with critical components for fuel cells in the renewable energy sector. Advent is headquartered in California and holds the IP for next-generation HT-PEM that enables various fuels to function at high temperatures and under extreme conditions, suitable for the automotive, aviation, defense, oil and gas, marine, and power generation sectors. For more information, visit www.advent.energy.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to maintain the listing of the Company’s common stock on Nasdaq; future financial performance; public securities’ potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance Advent’s corporate reputation and brand; expectations concerning its relationships and actions with technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading “Risk Factors” in Advent’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on August 13, 2024, as well as the other information filed with the SEC. Investors are cautioned not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Advent’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. Advent’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Contacts
Advent Technologies Holdings, Inc.
Michael Trontzos
[email protected]