Abpro Holdings, Inc. 8-K

What Happened Abpro Holdings, Inc. (ABP) announced that directors Anthony D. Eisenberg and Sooyoung Lee resigned from the Board (Eisenberg on January 28, 2026; Lee on January 30, 2026). On February 5, 2026 Nasdaq notified the company that these resignations left ABP out of compliance with Nasdaq Listing Rule 5605(b)(1) (majority independent directors) and 5605(c)(2) (audit committee must have at least three independent members meeting heightened audit independence standards). Nasdaq also issued a separate notice on February 5, 2026 citing noncompliance with the compensation committee requirement in Rule 5605(d)(2)(A), but provided a cure period for that deficiency. On February 9, 2026 the Board appointed M. Fatih Karatas and Mary Gunn as Class II directors and assigned both to the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee.

Key Details

• Resignations: Anthony D. Eisenberg (Jan 28, 2026) and Sooyoung Lee (Jan 30, 2026).
• Nasdaq notices dated Feb 5, 2026: noncompliance with Rules 5605(b)(1) and 5605(c)(2); separate notice re: Rule 5605(d)(2)(A) (compensation committee).
• Cure timing: No cure period available for the majority-independent and audit-committee deficiencies because there is more than one vacancy; compensation-committee cure period extends until the earlier of the next annual meeting or Jan 30, 2027 (or July 29, 2026 under certain timing).
• Board action: Appointed M. Fatih Karatas and Mary Gunn on Feb 9, 2026 to fill the vacancies and to serve on Audit, Compensation and Nominating & Corporate Governance committees; they will receive standard independent director compensation.

Why It Matters The resignations triggered Nasdaq notices that could lead to delisting if ABP cannot satisfy listing rules or persuade the Nasdaq Hearings Panel to allow continued listing. The company has taken immediate steps by appointing two independent directors to restore committee membership and board independence, and it intends to cure the compensation-committee deficiency within the permitted cure period. Investors should note there is currently no immediate suspension or delisting, but the Nasdaq Panel will review the matters (the company was asked to submit its views by Feb 12, 2026), and continued listing is not guaranteed.