8-K

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): November 4, 2022

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.)

200 Clarendon Street

Boston, MA 02116

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2022, the Board of Directors (the “Board”) of Advent Technologies Holdings, Inc. (the “Company”) appointed Von McConnell as a Class I director with a term expiring at the Company’s 2024 annual meeting of stockholders. The Board has not appointed Mr. McConnell to any Board committees at this time. Mr. McConnell will receive the compensation for non-employee directors as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022. In addition, the Company will enter into its standard form of indemnification agreement with Mr. McConnell, which will provide indemnification protection for Mr. McConnell in connection with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.13 of the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021.

There are no arrangements or understandings between Mr. McConnell and any other person pursuant to which he was appointed to serve on the Board and Mr. McConnell does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. McConnell and any director or executive officer of the Company.

Item 7.01 Regulation FD Disclosure.

On November 4, 2022, the Company issued a press release announcing the appointment of Mr. McConnell as a director of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release dated November 4, 2022 regarding the appointment of Mr. Von McConnell as a director of Advent Technologies Holdings, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: November 4, 2022		Name:	James F. Coffey
		Title:	Chief Operating Officer and General Counsel

2

EX-99.1

Exhibit 99.1

Advent Technologies Announces the Appointment of Von McConnell to its Board of Directors

Boston, November 4, 2022-– Advent Technologies Holdings, Inc. (NASDAQ: ADN) (“Advent” or the “Company”), an innovation-driven leader in the fuel cell and hydrogen technology space, proudly announces that Von McConnell has agreed to join its board of directors.

Mr. McConnell has nearly forty years of executive experience in the telecommunications sector, including approximately twenty years working for Sprint Corporation (now T-Mobile), where his positions included serving as the Chief Operating Officer and Executive Director of Operations for Sprint’s 4G business unit. Furthermore, Mr. McConnell has also served as Sprint’s Executive Director of Advanced Labs & Innovation, where he was responsible for research and development, systems and network design, engineering, product evaluation, customer trials, and quality certification for all wireless systems and products. He is currently the founder and president of the TM Group, a successful technology consulting firm which has been engaged in venture capital acquisitions, 5G network rollouts, Division 1 university artificial intelligence programs, and other cutting edge technological commitments. Mr. McConnell is responsible for dozens of patent innovations.

“I am excited to welcome Von, who has decades of experience working with cutting-edge technology, to Advent’s board of directors,” said Dr. Vasilis Gregoriou, Advent’s Chief Executive Officer and Chairman. “We look forward to leveraging his experience and relationships in two global telecommunications corporations as Advent looks to unlock the next step of its own growth.”

Mr. McConnell stated: “During my career, I have seen technology, specifically cell phones, emerge from the fringes of science fiction to mainstream adoption to being ubiquitous. I believe that Advent’s fuel cell technology has the same potential. Where clean, carbon-free energy seemed an impossible pursuit just a few years ago, Advent’s state-of-the-art, cutting-edge MEAs and fuel cells are ready to deliver on that promise as a mainstream solution to the world’s carbon crisis. I am honored to join the board and can’t wait to help Advent develop its IPCEI Green HiPo project and see it enter into long-lasting, mutually beneficial corporate partnerships deploying its fuel cells around the world.”

Mr. McConnell will assume the remainder of Katrina Fritz’s Class I term as director. Ms. Fritz resigned from the Advent board on May 27, 2022. Mr. McConnell qualifies as an independent director under the definition established in the NASDAQ listing rules.

About Advent Technologies Holdings, Inc.

Advent Technologies Holdings, Inc. is a U.S. corporation that develops, manufactures, and assembles complete fuel cell systems as well as supplying customers with critical components for fuel cells in the renewable energy sector. Advent is headquartered in Boston, Massachusetts, with offices in California, Greece, Denmark, Germany, and the Philippines. With more than 150 patents issued, pending, and/or licensed for fuel cell technology, Advent holds the IP for next-generation HT-PEM that enables various fuels to function at high temperatures and under extreme conditions – offering a flexible “Any Fuel. Anywhere.” option for the automotive, aviation, defense, oil and gas, marine, and power generation sectors. For more information, visit www.advent.energy.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to maintain the listing of the Company’s common stock on Nasdaq; future financial performance; public securities’ potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; ability to protect and enhance Advent’s corporate reputation and brand; expectations concerning its relationships and actions with technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading “Risk Factors” in Advent’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, as well as the other information filed with the SEC. Investors are cautioned not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Advent’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. Advent’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Michael Trontzos
Advent Technologies Holdings, Inc.
press@advent.energy

XML

Cover	Nov. 04, 2022
Document Type	8-K
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Document Period End Date	Nov. 04, 2022
Entity File Number	001-38742
Entity Registrant Name	ADVENT TECHNOLOGIES HOLDINGS, INC.
Entity Central Index Key	0001744494
Entity Tax Identification Number	83-0982969
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Clarendon Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	(617)
Local Phone Number	655-6000
Written Communications	false
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Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ADN
Security Exchange Name	NASDAQ
Warrants to purchase one share of common stock, each at an exercise price of $11.50
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $11.50
Trading Symbol	ADNWW
Security Exchange Name	NASDAQ