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): ~~September~~October 1122, 2025

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.)

5637 La Ribera ~~Street~~St.

Suite A

Livermore, CA 94550

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (925) 455-9400

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	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ADN	The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $345.00	ADNWW	The Nasdaq Stock Market LLC

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 15.0207 ~~Termination~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2025, on August 28, 2025,~~ Advent Technologies Holdings, Inc. (the “Company”) held ~~entered~~its ~~into~~annual ameeting ~~Securities~~of ~~Purchase~~stockholders ~~Agreement~~on ~~(the~~October ~~“Securities~~22, ~~Purchase~~2025. ~~Agreement”)~~For ~~with~~more ~~Hudson Global~~information ~~Ventures~~about ~~LLC~~the ~~(“Hudson”),~~proposals ~~pursuant~~set toforth ~~which~~below, ~~Hudson~~please ~~made~~see athe Company’s ~~loan~~definitive toProxy ~~the~~Statement ~~Company,~~filed ~~evidenced~~with bythe aSecurities ~~Convertible~~and ~~Promissory Note~~Exchange inCommission ~~the~~on ~~aggregate~~September ~~principal~~30, ~~amount~~2025. As of ~~$418~~September 19,~~000.00~~ 2025, ~~including~~the anrecord ~~original~~date ~~issue~~of ~~discount~~the ofannual ~~$42~~meeting,~~000.00~~ ~~(the~~there ~~“Promissory~~were ~~Note”)~~3, ~~with~~291,634 ~~interest~~shares ~~accruing~~of atcommon anstock ~~annual~~were ~~rate~~issued ofand ~~twelve~~outstanding ~~percent~~and ~~(12%)~~1,307,771 toshares of becommon ~~computed~~stock onwere ~~the~~present ~~basis~~in ofperson aor ~~360-day~~by ~~year,~~proxy inat ~~addition~~the toannual ameeting. ~~pre-funded warrant~~The tofinal ~~purchase~~voting ~~130,000~~results ~~shares~~on each of the ~~Company’s~~matters ~~common~~submitted ~~stock,~~to a ~~par~~vote ~~value~~of ~~$0.0001~~stockholders ~~per~~were ~~share.~~as follows:

AsProposal No. of1: ~~September~~To ~~11,~~elect ~~2025,~~Marc ~~the~~Seelenfreund ~~Company~~as ~~repaid~~a ~~all~~Class II director ~~amounts~~of ~~owed~~the ~~pursuant~~Board toof ~~the~~Directors. ~~Promissory~~The ~~Note~~nominee ~~with~~listed 0%below ~~interest and~~has ~~satisfied~~been ~~all~~elected ~~conditions~~to ofserve on the ~~Promissory~~Board ~~Note;~~of Directors of the Company as a ~~result~~Class ofII ~~such~~director with ~~satisfaction,~~a term expiring at the ~~Promissory~~ ~~Note~~2028 annual meeting of the Company’s stockholders or until his successor is ~~satisfied~~duly elected and qualified in ~~full~~accordance with our second amended and ~~terminated~~restated ~~upon~~certificate ~~repayment~~of incorporation and ~~satisfaction~~amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Marc Seelenfreund		878,371		223,878		200,368

To elect Seth Lukash as a Class II director of the Board of Directors. The nominee listed below has been elected to serve on the Board of Directors of the Company as a Class II director with a term expiring at the 2028 annual meeting of the Company’s stockholders or until his successor is duly elected and qualified in accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Seth Lukash		898,871		203,378		200,368

To elect Joseph Celia as a Class II director of the Board of Directors. The nominee listed below has been elected to serve on the Board of Directors of the Company as a Class II director with a term expiring at the 2028 annual meeting of the Company’s stockholders or until his successor is duly elected and qualified in accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Joseph Celia		900,171		202,078		200,368

Proposal No. 2: To ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. Abstentions had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,161,826		50,901		89,890		N/A

Proposal No. 3: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance and sale of 20% or more of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) pursuant to the purchase agreement with Hudson Global Ventures, LLC (“Hudson Global”) pursuant to which Hudson Global has agreed to purchase from the Company, from time to time, up to $52,000,000 of Common Stock. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
760,448		222,379		119,422		200,368

Proposal No. 4: To approve an amendment to the Amended and Restated Advent Technologies Holdings, Inc. 2021 Incentive Plan (the “Incentive Plan”) to increase the number of shares of Common Stock issuable under the Incentive Plan from 530,976 to 1,011,627 and to incorporate provisions for annual increases under the Incentive Plan on the first day of each calendar year beginning on January 1, 2027 and ending on January 1, 2046, equal to the lesser of (A) 3% of the total shares of our Common Stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
682,272		285,309		134,668		200,368

Proposal No. 5: To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
829,029		139,741		133,479		200,368

Proposal No. 6: To recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve the Company’s named executive officer compensation. The voting results were as follows:

Every Year		Every Other Year		Every Three Years		Abstentions		Broker Non-Votes
373,872		23,306		559,297		145,774		N/A

Proposal No. 7: To approve the consideration of and action with respect to such other business and matters as may properly come before this meeting or any adjournments hereof. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
762,073		174,472		165,704		200,368

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: ~~September~~October 1222, 2025

	Advent Technologies Holdings, Inc.

	By:	/s/ Gary Herman
	Name:	Gary Herman
	Title:	Chief Executive Officer

Filing Compare · ADVENT TECHNOLOGIES HOLDINGS, INC.