Current Report Filing (8-k)
June 02 2023 - 5:20PM
Edgar (US Regulatory)
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2023-06-02
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2023-06-02
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adn:WarrantsToPurchaseOneShareOfCommonStockEachAtExercisePriceOf11.50Member
2023-06-02
2023-06-02
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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): June 2, 2023
ADVENT TECHNOLOGIES HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38742 |
|
83-0982969 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
500 Rutherford Avenue, Suite 102
Boston,
MA 02129
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (617) 655-6000
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:
☐ | 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 Stock, par value
$0.0001 per share |
|
ADN |
|
The Nasdaq Capital Market
|
Warrants to purchase
one share of common stock, each at an exercise price of $11.50 |
|
ADNWW |
|
The Nasdaq Capital Market
|
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
June 2, 2023, Advent Technologies Holdings, Inc., a Delaware corporation (the “Company”), entered into an At The Market Offering
Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), for an at-the-market
equity program under which it may sell up to $50 million of shares (the “Shares”) of the Company’s common stock (the
“Common Stock”) from time to time through the Agent (the “ATM Offering”).
Pursuant
to the ATM Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions,
including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Agent
will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time,
based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company
may impose.
The
Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the ATM Agreement and may at
any time suspend offers under the ATM Agreement or terminate the ATM Agreement. The ATM Offering will terminate upon the earlier of (i)
the issuance and sale of all shares of our Common Stock subject to the ATM Agreement, or (ii) the termination of the ATM Agreement as
permitted therein.
The
Company will pay the Agent a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to
provide the Agent with customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified
expenses in connection with entering into the ATM Agreement and certain ongoing diligence expenses. The ATM Agreement contains customary
representations and warranties and conditions to the sale of the Shares pursuant thereto.
Under
the terms of the ATM Agreement, in no event will the Company issue or sell through the Agent such number or dollar amount of shares of
Common Stock that would (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration
Statement, (ii) exceed the number of authorized but unissued shares of Common Stock, or (iii) exceed the number or dollar amount of Common
Stock for which the Company has filed a prospectus supplement to the Registration Statement.
The
offer and sale of the Shares will be made pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No.
333-271389) that was declared effective on May 2, 2023 (the “Registration Statement”) and a prospectus supplement and accompanying
prospectus relating to the ATM Offering filed with the Securities and Exchange Commission on June 2, 2023.
The
foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the ATM Agreement,
a copy of which is filed as Exhibit 1.1 to this Current Report on 8-K (this “Report”).
This
Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any
state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
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 2, 2023 |
|
Name: |
James
F. Coffey |
|
|
Title: |
Chief Operating Officer and General Counsel |
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