UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 1, 2025, Advent Technologies Holdings, Inc. (the “Company”) entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R. fischer Edelstahlrohre GmbH (“Fischer” and, together with the Company, the “Parties”). The Settlement Agreement was executed to resolve a previously disclosed dispute that arose in connection with that certain share purchase agreement entered into by the Parties on or about June 25, 2021 (the “Purchase Agreement”), with Fischer alleging the Company failed to make payment of the consideration due under the Purchase Agreement in full as of the date of closing under the Purchase Agreement.
In February 2025, the Parties met to discuss the possibility of a settlement and the framework for such a settlement, and on July 1, 2025, the Parties finalized and executed the Settlement Agreement.
Pursuant to the terms of the Settlement Agreement, the Company has agreed to pay Fischer €5,366,625.55 with such payment to be made in installments beginning on September 1, 2025. The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30, 2026. In exchange for such reduced settlement amount, both Parties agreed to a mutual release of claims against the other Party.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On July 1, 2025, the Company received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has regained compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) by filing the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement and Release dated as of July 1, 2025, by and between Advent Technologies Holdings, Inc. and F.E.R. fischer Edelstahlrohre GmbH. |
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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: July 3, 2025
| Advent Technologies Holdings, Inc. | ||
| By: | /s/ Gary Herman | |
| Name: | Gary Herman | |
| Title: | Chief Executive Officer | |
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