Advent Technologies Enters Material Definitive Agreement

TL;DR

Advent Technologies just signed a big deal, could be a takeover. Details to follow.

AI Summary

On July 30, 2024, Advent Technologies Holdings, Inc. entered into a material definitive agreement, potentially involving a change in control. The filing also includes financial statements and exhibits related to these events. Specific details on the agreement and its financial implications are not fully disclosed in this summary.

Why It Matters

This filing indicates a significant corporate event for Advent Technologies Holdings, Inc., which could lead to changes in its control or structure, impacting investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing mentions a 'Material Definitive Agreement' and 'Changes in Control,' suggesting significant corporate activity that carries inherent risks and uncertainties.

Key Players & Entities

• Advent Technologies Holdings, Inc. (company) — Registrant
• July 30, 2024 (date) — Date of earliest event reported
• AMCI Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share ADN The Nasdaq Stock Mark
• $345.00 — mon stock, each at an exercise price of $345.00 ADNWW The Nasdaq Stock Market LLC
• $1,000,000 — missory note in the principal amount of $1,000,000 (the "Senior Note"). The Investor has a
• $2,000,000 — n aggregate maximum principal amount of $2,000,000, contingent upon the Company's filing o
• $5,000,000 — roceeds to the Company of not less than $5,000,000 (a "Qualified Public Equity Offering").

Filing Documents

• adventtechnologies_8k.htm (8-K) — 47KB
• adventtechnologies_ex4-1.htm (EX-4.1) — 46KB
• adventtechnologies_ex10-1.htm (EX-10.1) — 173KB
• adventtechnologies_ex99-1.htm (EX-99.1) — 11KB
• 0001829126-24-005203.txt ( ) — 555KB
• adn-20240730.xsd (EX-101.SCH) — 4KB
• adn-20240730_def.xml (EX-101.DEF) — 26KB
• adn-20240730_lab.xml (EX-101.LAB) — 36KB
• adn-20240730_pre.xml (EX-101.PRE) — 25KB
• adventtechnologies_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On July 30, 2024, Advent Technologies Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement, dated as of July 30, 2024 (the "Purchase Agreement"), with an institutional investor (the "Investor") pursuant to which, at the closing, the Company will issue to the Investor a senior promissory note in the principal amount of $1,000,000 (the "Senior Note"). The Investor has also committed to provide the Company with a one-year revolving line of credit to the Company for an aggregate maximum principal amount of $2,000,000, contingent upon the Company's filing of a Registration Statement on Form S-1 with the Securities and Exchange Commission with respect to an underwritten or "best efforts" public offering by the Company of its common stock, par value $0.0001 per share ("Common Stock"), and/or Common Stock equivalents registered under the Securities Act of 1933, as amended (the "Securities Act") for proceeds to the Company of not less than $5,000,000 (a "Qualified Public Equity Offering"). This transaction is referred to herein as the "Financing." The Company will use the proceeds from the Financing for general corporate purposes, including expenses related to the preparation of its Annual Report on Form 10-K for the year ended December 31, 2023, and expenses to facilitate a Qualified Public Equity Offering. The Senior Note bears interest at the rate of 18% per annum with the principal and accrued interest due in full on the one-year anniversary of the date of issuance. In addition to customary events of default, the Senior Note provides that an "Event of Default" includes the Company's failure to definitively reduce the salary of the Company's Chief Executive Officer by not less than 50% in the aggregate, and the Company's failure to definitively reduce the salaries of all other employees of the Company and any of its subsidiaries by up to 50% for each such employee. If an event of default occu

01

Item 5.01 Change in Control of Registrant. Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. Upon the closing of the Financing, the Investor acquired control of the Company by appointing a majority of the Company's Board of Directors.

01

Item 8.01 Other Events. A press release, dated August 5, 2024, disclosing the Purchase Agreement and Senior Note referenced above and other information is attached hereto as Exhibit 99.1. The information furnished under this Item 8.01, including the press release attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing. 1

01

Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Senior Note. 10.1 Securities Purchase Agreement, dated July 30, 2024, by and between Advent Technologies Holdings, Inc. and Corbo Capital Inc. 99.1 Press release issued August 5, 2024. 104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) 2

SIGNATURES

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: August 5, 2024 Advent Technologies Holdings, Inc. By: /s/ Vassilios Gregoriou Name: Vassilios Gregoriou Title: Chairman and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR