Advent Technologies Holdings, Inc 8-K, filed Jun 20, 2023
Advent Technologies Holdings, Inc. (ADNH)
About this 8-K
Advent Technologies Holdings, Inc filed this 8-K on June 20, 2023, reporting on events of June 13, 2023.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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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| Item 3.03. | Material Modification To Rights of Security Holders. |
The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Advent Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders on June 13, 2023, which was partially adjourned and reconvened on June 20, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments (the “Amendments”) to (1) subsection (a) of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the Company’s number of shares of authorized common stock, par value $0.0001 per share, from 110,000,000 shares to 500,000,000 shares, with a corresponding increase in the Company’s total authorized capital stock, which includes common stock and preferred stock, from 111,000,000 shares to 501,000,000 shares; and (2) Article VI of the Certificate of Incorporation to permit the exculpation of our officers.
The Amendments, and the respective reasons therefor, are described under Proposal 2 and Proposal 3 in the definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2023 (the “Proxy Statement”) and are incorporated herein by reference.
On June 20, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State implementing the Amendments. The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 13, 2023, the Company held its Annual Meeting, which was adjourned to June 20, 2023, solely with respect to the voting on Proposal 3 seeking to amend the Company’s Certificate of Incorporation to permit the exculpation of its officers (as described in the Proxy Statement). As of April 21, 2023, the record date of the Annual Meeting, 52,897,236 shares of common stock were issued and outstanding and more than one-third (1/3) of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business, was present, virtually online or by proxy.
At the Annual Meeting held on June 13, 2023, and reconvened on June 20, 2023, Proposals 1, 2, 3, 4 and 5 as described in the Proxy Statement were approved by the stockholders.
The final voting results on each of the matters submitted to a vote of stockholders were as follows:
Proposal 1: To elect three Class III directors to serve for a three-year term ending as of the annual meeting in 2026 or until his/her successor is duly elected and qualified in accordance with our Certificate of Incorporation and amended and restated bylaws, or his/her earlier death, resignation, or removal. The voting results were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Vassilios Gregoriou | 24,546,093 | 946,610 | 7,071,248 | |||||||||
| Emory De Castro | 18,971,078 | 6,521,625 | 7,071,248 | |||||||||
| Panoraia ‘Nora’ Gourdoupi | 18,884,617 | 6,608,086 | 7,071,248 | |||||||||
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Proposal 2: To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 110,000,000 to 500,000,000, and in conjunction therewith, to increase the aggregate number of authorized shares to 501,000,000. The proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | ||
| 30,161,599 | 2,239,952 | 162,400 |
Proposal 3: To approve an amendment to the Company’s Certificate of Incorporation to permit the exculpation of its officers. The proposal required the affirmative vote of a majority of the outstanding shares of common stock by the stockholders represented in person or by proxy entitled to vote thereon. Abstentions had the same effect as votes against the proposal. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | ||
| 27,202,791 | 1,781,380 | 127,821 |
Proposal 4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of the Company’s common stock pursuant to the purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from the Company, from time to time, up to $50,000,000 of common stock. The proposal required the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy. Abstentions and broker non-votes were not deemed to be votes cast, were not included in the tabulation of voting results, and did not affect the outcome of voting on the proposal. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,969,788 | 1,483,121 | 39,794 | 7,071,248 |
Proposal 5: To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. Abstentions had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | ||
| 32,307,420 | 207,369 | 49,162 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on June 20, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| ADVENT TECHNOLOGIES HOLDINGS, INC. | |||
| By: | /s/ James F. Coffey | ||
| Dated: June 20, 2023 | Name: | James F. Coffey | |
| Title: | Chief Operating Officer and General Counsel | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADVENT TECHNOLOGIES HOLDINGS, INC.
(a Delaware corporation)
ADVENT TECHNOLOGIES HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is Advent Technologies Holdings, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on June 18, 2018; an Amended and Restated Certificate of Incorporation of the Corporation was filed on November 15, 2018; a Certificate of Amendment to such Amended and Restated Certificate of Incorporation of the Corporation was filed on May 19, 2020; and a further Certificate of Amendment to such Amended and Restated Certificate of Incorporation of the Corporation was filed on October 16, 2020. The Second Amended and Restated Certificate of Incorporation of the Corporation was filed on February 4, 2021 (the “Current Certificate”).
SECOND: Pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”) the Board of Directors of the Corporation has duly adopted, and the stockholders of the Corporation have approved the amendments to the Current Certificate set forth in this Certificate of Amendment.
THIRD: Pursuant to Section 242 of the DGCL, subsection (a) of Article IV of the Current Certificate is hereby amended and restated as follows:
Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is 501,000,000 shares, consisting of 500,000,000 shares of Common Stock, par value $0.0001 per share (“Common Stock”), and 1,000,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”).
FOURTH: Pursuant to Section 242 of the DGCL, subsection (a) of Article VI of the Current Certificate is hereby amended and restated as follows:
(a) Limitation of Director or Officer Liability. To the fullest extent that the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended) permits the limitation or elimination of the liability of directors or officers, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer. No amendment to, or modification or repeal of, this Article VI shall adversely affect any right or protection of a director or an officer of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.
FIFTH: This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 20th day of June 2023.
| ADVENT TECHNOLOGIES HOLDINGS, INC. | ||
| By: | /s/ James F. Coffey | |
| Name: | James F. Coffey | |
| Title: | Chief Operating Officer and General Counsel | |