Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

24. Subsequent Events

On May 13, 2024, the Company completed a 1-for-30 reverse stock split which was approved by the Board of Directors on April 30, 2024, following the Company’s stockholders approval at a special meeting on April 29, 2024. Additionally, the stockholders voted to increase the number of shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan from 230,530 to 569,273. The financial statements have been updated to reflect the reverse stock split.

On May 10, 2024, the Company entered into a loan agreement for $0.5 million and is fully collateralized with the Company’s building located at Lyngvej 8, 9000 Aalborg. The loan has a fixed term of 2 years and 1 month and is charged annual interest of 12%. Interest is due monthly with the principal balance due upon maturity.

On April 1, 2024, the Company agreed with the landlord of the Hood Park facility for a 4-month rate abatement period (March through June 2024) and extend the term of the lease for 4 additional months. On June 29, 2024, in an effort to reduce costs, the Company decided to abandon the facility at Hood Park and was able to find a new tenant to occupy the space. The Company and the landlord agreed to accelerate the expiration of the lease to occur on June 30, 2024. The Company had a letter of credit in the amount of $750 thousand in favor of the landlord and that letter of the credit was released to the landlord in satisfaction of any claims against the Company. As of December 31, 2023, the Company has $10.4 million of leasehold improvements, $1.7 million of right-of-use assets, $(1.5) million of operating lease liabilities, $(7.4) million of long-term operating lease liabilities and $0.5 million of furniture that will be forfeited as part of the exit of Hood Park.

On May 7, 2024, the Company entered into an agreement to sell some of its coating machines (part of its property, plant and equipment) from the Hood Park facility for $0.9 million resulting in a loss of $2.4 million. On May 8, 2024, the Company received an initial deposit of $0.3 million and the remaining $0.6 million in July 2024. The remaining machinery and equipment from Hood Park was relocated and is planned for use at the Company’s other locations.

On July 25, 2024, Advent Technologies A/S was declared bankrupt by the court in Aalborg, Denmark. The petition was brought by IDA, the union of engineers with a claim for €402,000. As the Company did not have the ability to pay the full amount due, the Danish court declared Advent Technologies A/S bankrupt. Advent Technologies A/S and its wholly-owned subsidiary Green Energy Philippines, Inc. will be liquidated by the court appointed trustee to settle all claims under the bankruptcy. The Company anticipates it will receive no residual assets and has prepared proforma financial information as of December 31, 2023, adjusting the Balance Sheet for the Danish Subsidiary Bankruptcy. The remainder of the Company’s legal entities have no plans to declare bankruptcy and will continue as going concern entities.

Pro forma Information (Unaudited): The below table presents the pro forma consolidated balance sheet of Advent Technologies Holdings inc. as of December 31, 2013, reflecting adjustments for the termination of the Hood Park Lease and the removal of the balance sheet amounts as of December 31, 2023 as a result of the subsequent bankruptcy of Advent Technologies A/S and its wholly owned subsidiary.

1) Hood Park Lease Termination – reflects adjustments to the restricted cash non-current balance of $750 thousand, $10.4 million of leasehold improvements, $1.7 million of right-of-use assets, $(1.5) million of operating lease liabilities, $(7.4) million of long-term operating lease liabilities and $0.5 million of furniture that will be forfeited as part of the exit of Hood Park, related to the lease termination that took place on June 30, 2024,

2) Advent Technologies A/S – reflects the adjustments to remove the assets and liabilities of Advent Technologies A/S and its wholly owned subsidiary Green Energy Philippines Inc., as of December 31, 2023.

	As of Proforma adjustments
Proforma consolidated balance sheet (unaudited)	December 31, 2023 (Reported)			Hood Park Lease Termination (1)			Advent Technologies A/S (2)			December 31, 2023 (Proforma)
ASSETS
Current assets:
Cash and cash equivalents	$	3,562		$	-		$	(361	)	$	3,201
Restricted cash, current		100						-			100
Accounts receivable, net		191						(128	)		63
Contract assets		21						(11	)		10
Inventories		2,707						(2,512	)		195
Prepaid expenses and Other current assets		2,254						(1,418	)		836
Total current assets		8,835			-			(4,430	)		4,405
Non-current assets:
Goodwill		-						-			-
Intangibles, net		79						(10	)		69
Property and equipment, net		21,549			(10,918	)		(1,326	)		9,305
Right-of-use assets		3,216			(1,710	)		(59	)		1,447
Restricted cash, non-current		750			(750	)		-			-
Other non-current assets		308						(66	)		242
Available for sale financial asset		-						-			-
Total non-current assets		25,902			(13,378	)		(1,461	)		11,063
Total assets	$	34,737		$	(13,378	)	$	(5,891	)	$	15,468
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade and other payables	$	5,087		$	-		$	(1,091	)	$	3,996
Deferred income from grants, current		530						(7	)		523
Contract liabilities		2,015						(1,602	)		413
Other current liabilities		1,916						(881	)		1,035
Operating lease liabilities		2,186			(1,502	)		(48	)		636
Income tax payable		179						-			179
Total current liabilities		11,913			(1,502	)		(3,629	)		6,782
Non-current liabilities:
Warrant liability		59						-			59
Long-term operating lease liabilities		8,230			(7,416	)		(11	)		803
Defined benefit obligation		83						-			83
Deferred income from grants, non-current		320						-			320
Other long-term liabilities		684						(683	)		1
Total non-current liabilities		9,376			(7,416	)		(694	)		1,266
Total liabilities		21,289			(8,918	)		(4,323	)		8,048
Commitments and contingent liabilities
Stockholders’ equity
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at December 31, 2023 and December 31, 2022; Issued and outstanding: 2,580,159 and 1,723,924 at December 31, 2023 and December 31, 2022, respectively)		8						-			8
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at December 31, 2023 and December 31, 2022; nil issued and outstanding at December 31, 2023 and December 31, 2022)		-						-			-
Additional paid-in capital		194,933						-			194,933
Accumulated other comprehensive loss		(2,334	)					1,452			(882	)
Accumulated deficit		(179,159	)		(4,460	)		(3,020	)		(186,639	)
Total stockholders’ equity		13,448			(4,460	)		(1,568	)		7,420
Total liabilities and stockholders’ equity	$	34,737		$	(13,378	)	$	(5,891	)	$	15,468

On July 30, 2024, the Company entered into a securities purchase agreement, dated July 30, 2024 (the “Purchase Agreement”), with an institutional investor (the “Investor”) pursuant to which, the Company will issue a senior promissory note in the principal amount of $1 million (the “Senior Note”). The Investor has also committed to provide the Company with a one-year revolving line of credit for an aggregate maximum principal amount of $2 million (the two debt transactions are referred to as the “Financing”), 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, and/or common stock equivalents registered under the Securities Act of 1933, as amended for proceeds to the Company of not less than $5 million (a “Qualified Public Equity Offering”). 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 and the proceeds of the Qualified Public Equity Offering for general corporate purposes.

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 occurs, the Investor may accelerate the indebtedness under the Senior Note.

The Purchase Agreement provides for certain conditions to be met prior to the closing of the $1 million Senior Note financing, including that (i) the Company file its 2023 Form 10-K with the Securities and Exchange Commission; and (ii) not less than five of the current members of the Company’s Board of Directors resign and that three nominees designated by the Investor be appointed to the Board of Directors. The size of the Board of Directors will also be decreased and fixed at five members. As a result, effective as of the closing of the $1 million Senior Note financing, (i) each of Nora Goudroupi, Anggelos Skutaris, Larry Epstein, Wayne Threatt and Von McConnell will resign as directors of the Company, and (ii) Katie Field, Richard Paolone and Avtar Dhaliwal will be appointed to the Board of Directors. Effective as of the closing of the Financing, the Class I Directors will be Vassilios Gregoriou and Katie Field, the Class II Directors will be Richard Paolone and Avtar Dhaliwal, and the Class III Director will be Emory DeCastro.