UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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| The Stock Market LLC | ||||
| The 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 1.01 | Entry into a Material Definitive Agreement. |
On January 8, 2026, Advent Technologies Holdings, Inc. (the “Company”) entered into a Secured Promissory Note in the aggregate principal amount of CHF 500,000 (the “Promissory Note”) with Chris Antonopoulos (the “Lender”), with interest accruing at an annual rate of eight and one-half percent (8.5%) to be computed on the basis of a 365-day year and the actual number of days elapsed.
Under the Promissory Note, the Company is required to repay the borrowed amount in one payment on January 7, 2027 (the “Maturity Date”). The Promissory Note is secured by as continuing first-priority security interest in certain collateral of the Company. The Promissory Note matures on the Maturity Date, and contains customary events of default. The Company may pre-pay the full amount due under the Promissory Note at any time without penalty.
At the option of the Lender, the Lender may convert any or all amounts due under the Promissory Note into common stock of the Company, par value $0.0001 per share (“Common Stock”) at a purchase price per share equal to the average of the three lowest trade prices of the Common Stock on any trading day during the thirty days prior to the respective conversion date. Additionally, the outstanding principal and interest under the Promissory Note shall automatically convert into Common Stock upon the occurrence of a “Qualified Financing” of the Company, which is defined as an issuance of securities by the Company resulting in gross proceeds of at least $25,000,000. If no Qualified Financing has occurred at such time that the Company undergoes a change of control prior to the Maturity Date, the Company agrees to repay all outstanding principal and accrued interest.
In addition, if, at any time after the execution of the Promissory Note, the Lender acquires Common Stock by conversion of the Promissory Note or otherwise and the Company sells equity (including debt convertible into equity, or in cash to third party investors in an equity offering, including debt convertible into equity) pursuant to terms and provisions that are more favorable than the terms and provisions contained in the Promissory Note, the Company shall, at the request of the Lender, enter into amendments to the Promissory Note or a separate agreement with the Lender, as applicable, to provide for the same more favorable terms and provisions for the Lender.
The Promissory Note contains certain customary representations, warranties, and covenants made by the Company.
The Company received funding under the Promissory Note on January 14, 2026, and intends to use the proceeds from the Promissory Note for payment of certain corporate expenses and general working capital purposes.
The foregoing description of the Promissory Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each document, attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 3.02 | Unregistered Sale of Equity Securities. |
Item 1.01 is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
In connection with and pursuant to the Promissory Note, the Company has appointed Mr. Chris Antonopoulos to the Board of Directors of the Company as a Class II Director, to serve until the 2028 annual meeting of the Company’s shareholders or until his earlier resignation or retirement.
Chris Antonopoulos, 62, is Chief Executive Officer of Lekela Power, and has been heading Lekela Power since March 2015. Before joining Lekela Power, he was the Group Vice President responsible for the global sales and business development at Bombardier Transportation since 2006, a group with an annual order intake of approx. 10 BUSD. Before joining Bombardier, Mr. Antonopoulos has been active in various senior investment as well as sales/business development roles and in different geographical regions in the energy and infrastructure industry since 1987. He has held senior management positions at ABB, a leading, global electrical engineering Group. These included President of the investment arm of ABB, Regional VP for Asia Pacific and Regional VP of Europe, Middle East and Africa. The company developed, invested in, built and operated over 30 power & infrastructure projects totaling 13 BUSD. Overall, Mr. Antonopoulos has been involved in the development of power & infrastructure projects in Africa exceeding a total value of 4 BUSD. Mr. Antonopoulos holds a Master of Science degree in Mechanical Engineering & Master of Industrial Management from the ETH in Zurich. He has also completed an executive MBA programme in Zurich, Switzerland.
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| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Secured Promissory Note dated as of January 7, 2026, issued by the Company in favor of Chris Antonopoulos | |
| 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: January 14, 2026
| Advent Technologies Holdings, Inc. | ||
| By: |
/s/ Gary Herman | |
| Name: | Gary Herman | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SECURED PROMISSORY NOTE
This Secured Promissory Note (this “Note”) is made as of January 7, 2026, by Advent Technologies Holdings, Inc., a Delaware corporation, whose address is 5637 La Ribera Street, Suite A, Livermore, CA 94550 (“Borrower”), in favor of Chris Antonopoulos, whose address is Huzlenstrasse 20, 8604 Volketswil, Switzerland (“Lender”).
1. Promise to Pay
Borrower hereby promises to pay to the order of Lender the principal sum of Five Hundred Thousand Swiss Francs (CHF 500,000), together with interest thereon as provided in this Note. Borrower represents that it will use the funds borrowed for working capital purposes and to identify a financial advisor to assist Borrower in securing a long-term investment partner.
2. Interest; Default Interest
Interest shall accrue on the unpaid principal balance at the rate of 8.5% per annum, calculated on the basis of a 365-day year and the actual number of days elapsed. Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at the rate of 15% per annum.
3. Payment Terms
Borrower shall pay this Note in a single payment of all outstanding principal and accrued interest on January 7, 2027 (the “Maturity Date”). Payments shall be made to Chris Antonopoulos at Huzlenstrasse 20, 8604 Volketswil, Switzerland, or such other address or method as Lender may designate in writing.
Funds loaned to Borrower pursuant to this Note shall be delivered via wire transfer to:
Name: Advent Technologies Inc.
Bank: TD Bank, 119 MA - 6A, Sandwich, MA 02563
Routing Number: 211370545
Account Number: 8259617361
4. Prepayment
Borrower may prepay this Note, in whole or in part, at any time without premium or penalty, unless otherwise agreed in writing by the parties.
5. Security Agreement
As security for the payment and performance of this Note, Borrower hereby grants to Lender a continuing security interest in the Collateral described below pursuant to Article 9 of the Delaware Uniform Commercial Code (the “Delaware UCC”).
6. Collateral Description
The collateral (the “Collateral”) consists of all assets and property of Borrower, whether now owned or hereafter acquired, wherever located, and all proceeds and products thereof, including, without limitation, the following, to the fullest extent permitted by the Delaware UCC:
6.1 Intellectual Property
All of Borrower’s right, title, and interest in and to all intellectual property of every kind, whether registered or unregistered, including:
(a) Patents and Patent Rights, including all patents and patent applications (provisional and non-provisional), continuations, continuations-in-part, divisionals, reissues, reexaminations, extensions, foreign counterparts, and all rights to inventions and discoveries claimed or disclosed therein;
(b) Trademarks and Trademark Rights, including trademarks, service marks, trade names, corporate names, logos, domain names, and internet identifiers, together with all goodwill associated therewith, and all registrations, applications, renewals, and extensions thereof;
(c) Copyrights and Copyright Rights, including all registered and unregistered copyrights, mask works, moral rights (to the extent transferable), applications, registrations, renewals, extensions, and derivative works;
(d) Trade Secrets and Proprietary Rights, including know-how, proprietary processes, formulas, designs, research and development, technical data, algorithms, source code, object code, software (embedded, stand-alone, or cloud-based), databases, data compilations, and confidential or proprietary information;
(e) Licenses and Agreements, whether inbound or outbound, granting rights to use, exploit, or enforce intellectual property;
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(f) Causes of Action, including all claims and rights to sue for past, present, or future infringement, misappropriation, dilution, or violation of intellectual property rights, and all rights to recover damages, profits, royalties, and settlements;
(g) Worldwide Intellectual Property Rights, whether arising under the laws of the United States or any foreign jurisdiction, including Madrid Protocol filings, Patent Cooperation Treaty (PCT) applications, EU unitary rights, and foreign counterparts.
6.2 General Intangibles
All general intangibles of Borrower, including payment intangibles, software, contractual rights, permits, franchises, and intellectual property not otherwise specifically described.
6.3 Tangible and Financial Assets
All equipment, inventory, accounts, accounts receivable, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, commercial tort claims (to the extent permitted by law), fixtures, goods, and all other personal property.
6.4 Proceeds
All proceeds, products, substitutions, replacements, accessions, and insurance proceeds of any of the foregoing, whether cash or non-cash, including proceeds arising from the sale, license, enforcement, or disposition of intellectual property.
6A. Intellectual Property Security; Recordation
Borrower hereby grants, assigns, conveys, and pledges to Lender a continuing security interest in all Collateral constituting or relating to Intellectual Property, including all U.S. and foreign patents, trademarks, and copyrights, together with all associated goodwill, licenses, proceeds, and enforcement rights.
Borrower hereby authorizes and irrevocably appoints Lender as Borrower’s attorney-in-fact (such appointment being coupled with an interest) to execute, deliver, and file, in Borrower’s name or otherwise:
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| 1. | Patent security agreements and related documents for recordation with the United States Patent and Trademark Office and any foreign authority; |
| 2. | Trademark security agreements for recordation with the USPTO and any foreign trademark office; |
| 3. | Copyright security agreements and short-form assignments for recordation with the United States Copyright Office; |
| 4. | Any amendments, continuations, or corrective filings necessary to perfect or maintain Lender’s security interest. |
Borrower shall promptly execute and deliver any additional documents reasonably requested by Lender.
7. Perfection of Security Interest
Borrower authorizes Lender to file one or more UCC-1 Financing Statements and amendments thereto in Delaware and any other appropriate jurisdiction, without Borrower’s signature, to the fullest extent permitted by law.
Borrower represents and warrants that Lender’s security interest shall constitute a valid, legal, and enforceable first-priority security interest in the Collateral.
8. Borrower Covenants
Borrower covenants and agrees to:
| 1. | Maintain the Collateral in good order and condition; |
| 2. | Not sell, assign, or further encumber the Collateral without Lender’s prior written consent; |
| 3. | Pay all taxes, fees, and charges relating to the Collateral; |
| 4. | Maintain all material Intellectual Property in full force and effect; |
| 5. | Not abandon, cancel, or materially impair any material Intellectual Property without prior written consent; |
| 6. | Protect the confidentiality of all trade secrets and proprietary information using commercially reasonable measures; |
| 7. | Promptly notify Lender of any known infringement or challenge; |
| 8. | Upon an Event of Default, permit Lender to enforce Intellectual Property rights, with all recoveries constituting Collateral. |
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8A. After-Acquired Intellectual Property
All Intellectual Property acquired after the date of this Note shall automatically constitute Collateral, to the fullest extent permitted by law.
9. Events of Default
Each of the following constitutes an Event of Default:
| 1. | Failure to make payment when due; |
| 2. | Breach of any provision of this Note; |
| 3. | Insolvency, bankruptcy filing, or assignment for the benefit of creditors. |
10. Remedies
Upon an Event of Default, Lender may:
| ● | Declare all amounts immediately due and payable; |
| ● | Exercise all rights and remedies of a secured party under the Delaware UCC; |
| ● | Recover reasonable attorneys’ fees and enforcement costs. |
11. Waivers
Borrower waives presentment, demand, notice of default, notice of dishonor, and protest to the fullest extent permitted by Delaware law.
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12. Governing Law; Venue
This Note shall be governed by and construed in accordance with the laws of the State of Delaware. Borrower consents to exclusive jurisdiction and venue in the state and federal courts located in Delaware, unless Lender elects otherwise.
13. Confidentiality
The terms and conditions described in this Note shall be confidential information and shall not be disclosed by the undersigned parties to any third party (except for such undersigned party’s officers, directors, legal, financial and tax advisors, existing stockholders and prospective investors). If an undersigned party determines that it is required by law to disclose information regarding this Note or to file this Note with any regulatory or governmental authority, it shall, a reasonable time before making any such disclosure or filing, consult with the other undersigned parties regarding such disclosure or filing and use its best efforts to obtain confidential treatment for such portions of the disclosure or filing as may be requested by any of the other undersigned parties.
14. Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15. Entire Agreement
This Note constitutes the entire agreement between the parties with respect to the subject matter hereof.
16. Optional conversion; Automatic conversion upon Qualified Financing
At Lender’s option, at any time during the one-year term of this Note, Lender may convert any or all amounts due under this Note into the Common Stock of the Company. The conversion price shall be the average of the three (3) lowest trade prices of the Common Stock on any trading day during the thirty (30) trading days prior to the respective conversion date.
The outstanding principal and interest under this Note shall automatically convert into Common Stock of the Company upon the Company’s next Qualified Financing, defined as an issuance of securities resulting in gross proceeds of at least $25,000,000.
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17. Change of Control
If no Qualified Financing has occurred and the Company undergoes a Change of Control prior to the Maturity Date, the Company shall pay all outstanding principal and accrued interest.
18. Board Seat
Borrower shall appoint Chris Antonopoulos to serve as a director on the Company’s Board of Directors.
19. Most Favored Nation
If, at any time after the execution of this Note, Lender acquires the Common Stock of the Company by conversion of the Note or otherwise and the Company sells equity (including debt convertible into equity, in cash to third party investors in an equity offering, including debt convertible into equity), offering to raise capital that contains terms and provisions that are more favorable than the terms and provisions contained in this Note, the Company shall, at the request of Lender, enter into amendments to the Note or a separate agreement with Lender, as applicable, to provide for the same more favorable terms and provisions for Lender.
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SIGNATURES
| BORROWER | ||
| Advent Technologies Holdings, Inc. | ||
| Name: | /s/ Gary Herman | |
| Title: | Chief Executive Officer | |
| Date: | January 8, 2026 | |
| LENDER | ||
| Chris Antonopoulos | ||
| Name: | /s/ Chris Antonopoulos | |
| Title: | N/A | |
| Date: | January 8, 2026 | |
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