Advent(ADN) - 2025 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated Financial Statements Advent Technologies Holdings, Inc. presents its unaudited condensed consolidated financial statements, highlighting significant net loss, negative working capital, and a going concern warning Unaudited Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------------- | :-------------------------- | :------------------ | | ASSETS | | | | Cash and cash equivalents | $75 | $381 | | Total current assets | $1,514 | $2,693 | | Total non-current assets | $5,176 | $5,314 | | Total assets | $6,690 | $8,007 | | LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | | | | Total current liabilities | $29,362 | $28,772 | | Total non-current liabilities | $6,750 | $530 | | Total liabilities | $36,112 | $29,302 | | Total stockholders' equity/(deficit) | $(29,422) | $(21,295) | - The company's total assets decreased from $8,007 thousand at December 31, 2024, to $6,690 thousand at June 30, 2025; total liabilities increased from $29,302 thousand to $36,112 thousand over the same period, leading to a further deterioration in stockholders' equity from a deficit of $(21,295) thousand to $(29,422) thousand[16][17] Unaudited Condensed Consolidated Statements of Operations | Metric | Three months ended June 30, 2025 (in thousands of US dollars) | Three months ended June 30, 2024 (in thousands of US dollars) | Six months ended June 30, 2025 (in thousands of US dollars) | Six months ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue, net | $99 | $654 | $231 | $3,392 | | Gross loss | $(293) | $571 | $(473) | $2,832 | | Operating loss | $(2,925) | $2,673 | $(5,863) | $(1,692) | | Loss before income tax | $(3,797) | $(10,213) | $(7,070) | $(19,684) | | Net loss | $(3,797) | $(11,273) | $(7,071) | $(20,629) | | Basic loss per share | $(1.42) | $(4.28) | $(2.66) | $(7.91) | - For the three months ended June 30, 2025, net revenue significantly decreased to $99 thousand from $654 thousand in the prior year, resulting in a gross loss of $(293) thousand compared to a gross profit of $571 thousand; the net loss for the quarter was $(3,797) thousand, a substantial improvement from $(11,273) thousand in the same period last year, primarily due to the absence of large disposal/write-off losses seen in 2024[21] - For the six months ended June 30, 2025, net revenue was $231 thousand, down from $3,392 thousand in the prior year; the company reported a net loss of $(7,071) thousand, an improvement from $(20,629) thousand in the same period of 2024, largely influenced by reduced losses from discontinued operations and lower net gains/losses on asset disposals[21] Unaudited Condensed Consolidated Statements of Comprehensive Loss | Metric | Three months ended June 30, 2025 (in thousands of US dollars) | Three months ended June 30, 2024 (in thousands of US dollars) | Six months ended June 30, 2025 (in thousands of US dollars) | Six months ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(3,797) | $(11,273) | $(7,071) | $(20,629) | | Foreign currency translation adjustment | $(1,100) | $50 | $(1,606) | $(57) | | Total other comprehensive loss | $(1,100) | $50 | $(1,606) | $(22) | | Comprehensive loss | $(4,897) | $(11,223) | $(8,677) | $(20,651) | - The company reported a comprehensive loss of $(4,897) thousand for the three months ended June 30, 2025, and $(8,677) thousand for the six months ended June 30, 2025, including significant foreign currency translation adjustments of $(1,100) thousand and $(1,606) thousand respectively[23] Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity/(Deficit) | Metric | Balance as of Dec 31, 2024 (in thousands of US dollars) | Stock based compensation expense (6M 2025, in thousands of US dollars) | Net loss (6M 2025, in thousands of US dollars) | Other comprehensive loss (6M 2025, in thousands of US dollars) | Balance as of June 30, 2025 (in thousands of US dollars) | | :-------------------------------- | :------------------------- | :--------------------------------------- | :------------------- | :----------------------------------- | :-------------------------- | | Additional paid-in capital | $199,015 | $550 | - | - | $199,565 | | Accumulated deficit | $(220,153) | - | $(7,071) | - | $(227,224) | | Accumulated other comprehensive loss | $(157) | - | - | $(1,606) | $(1,763) | | Total stockholders' equity/(deficit) | $(21,295) | $550 | $(7,071) | $(1,606) | $(29,422) | - For the six months ended June 30, 2025, total stockholders' equity/(deficit) decreased from $(21,295) thousand to $(29,422) thousand, primarily driven by a net loss of $(7,071) thousand and other comprehensive loss of $(1,606) thousand, partially offset by $550 thousand in stock-based compensation expense[29] Unaudited Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six months ended June 30, 2025 (in thousands of US dollars) | Six months ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net Cash used in Operating Activities | $(1,159) | $(4,001) | | Net Cash provided by / (used in) Investing Activities | $(29) | $272 | | Net Cash provided by Financing Activities | $893 | $282 | | Net decrease in cash and cash equivalents | $(306) | $(3,730) | | Cash and cash equivalents at end of period | $75 | $682 | - For the six months ended June 30, 2025, net cash used in operating activities improved to $(1,159) thousand from $(4,001) thousand in the prior year; investing activities used $(29) thousand, a decrease from $272 thousand provided in 2024; financing activities provided $893 thousand, significantly higher than $282 thousand in 2024, primarily due to proceeds from borrowings[35] Notes to Unaudited Condensed Consolidated Financial Statements Note 1. Basis of presentation - Advent Technologies Holdings, Inc. is an advanced materials and technology development company focused on fuel cell and hydrogen technology, developing and manufacturing Membrane Electrode Assembly (MEA) and fuel cell systems[37] - The Company's headquarters are in Livermore, California, with MEA and fuel cell product development facilities in Livermore, California, and Patras, Greece; facilities in Boston, Denmark, and the Philippines were closed or liquidated in 2024[38] - On July 25, 2024, Advent Technologies A/S and its subsidiary Advent Green Energy Philippines, Inc. were declared bankrupt and are presented as discontinued operations[46] - The Company has suffered recurring operating losses and has a negative net working capital position of $27.8 million as of June 30, 2025; management concluded substantial doubt exists regarding the Company's ability to continue as a going concern for one year, citing insufficient cash to fund operations and capital expenditures[51][55] Note 2. Summary of Significant Accounting Policies - The Company operates in one reportable operating segment, with its Chief Executive Officer, Chief Technology Officer, Chief Operating Officer, and General Counsel jointly serving as the Chief Operating Decision-Maker (CODM)[58] - Advent SA provided a convertible bond loan of €0.3 million to Cyrus SA with an 8.00% annual interest rate, classified as an available-for-sale financial asset and fully reserved as an expected credit loss as of June 30, 2025[62][66] Note 3. Related party disclosures | Related Party | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------- | :-------------------------- | :------------------ | | Vassilios Gregoriou | $130 | $125 | | Gary Herman | $44 | - | | Emory S. De Castro | $213 | $180 | | Total Due to related parties | $387 | $305 | - Outstanding balances due to executives and officers primarily relate to short-term promissory notes with a 5.00% annual interest rate, due by August 31, 2026; Emory S. De Castro's balance also includes expenses paid on behalf of the Company[68][69] Note 4. Accounts receivable, net | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------------- | :-------------------------- | :------------------ | | Accounts receivable from third party customers | $2,056 | $2,799 | | Less: Allowance for credit losses | $(1,989) | $(1,837) | | Accounts receivable, net | $67 | $962 | - Net accounts receivable decreased significantly from $962 thousand at December 31, 2024, to $67 thousand at June 30, 2025, primarily due to an increase in the allowance for credit losses from $(1,837) thousand to $(1,989) thousand[71] Note 5. Inventories | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------------- | :-------------------------- | :------------------ | | Raw materials and supplies | $5,206 | $4,540 | | Finished goods | $50 | $229 | | Total | $5,256 | $4,769 | | Provision for inventory | $(5,256) | $(4,761) | | Total Inventories | $0 | $8 | - The provision for inventory increased from $(4,761) thousand at December 31, 2024, to $(5,256) thousand at June 30, 2025, resulting in a net inventory balance of $0 at June 30, 2025, down from $8 thousand[72] Note 6. Prepaid expenses and other current assets | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :------------------------ | :-------------------------- | :------------------ | | Prepaid insurance expenses | $233 | $123 | | Prepaid research expenses | $164 | $255 | | Other prepaid expenses | $61 | $19 | | Total Prepaid expenses | $458 | $397 | | VAT receivable | $11 | $49 | | Grant receivable | $40 | $36 | | Other receivables | $246 | $237 | | Total Other current assets | $297 | $322 | - Prepaid expenses increased to $458 thousand at June 30, 2025, from $397 thousand at December 31, 2024, driven by higher prepaid insurance expenses; other current assets slightly decreased to $297 thousand from $322 thousand[73][77] Note 7. Intangible Assets | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------------- | :-------------------------- | :------------------ | | Gross Carrying Amount | $300 | $250 | | Accumulated Amortization | $(201) | $(165) | | Net Carrying Amount | $99 | $85 | - Net intangible assets, primarily software, increased to $99 thousand at June 30, 2025, from $85 thousand at December 31, 2024; amortization expense for intangible assets was $7 thousand for the three months ended June 30, 2025, and $14 thousand for the six months ended June 30, 2025[78][80] Note 8. Property, plant and equipment, net | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------------- | :-------------------------- | :------------------ | | Land, Buildings & Leasehold Improvements | $964 | $865 | | Machinery | $5,008 | $4,512 | | Equipment | $1,817 | $1,747 | | Less: accumulated depreciation | $(3,244) | $(102) | | Less: impairment | - | $(2,384) | | Total Property, plant and equipment, net | $4,545 | $4,638 | - Net property, plant and equipment decreased slightly to $4,545 thousand at June 30, 2025, from $4,638 thousand at December 31, 2024; this change reflects additions of $5 thousand for equipment in the six months ended June 30, 2025, and depreciation expense of $0.4 million for the same period[82][83][86] - During the three and six months ended June 30, 2024, the Company disposed of assets with an aggregate net book value of $13.6 million for net proceeds of $0.9 million, resulting in a loss of $12.7 million; this included a $9.8 million write-off of leasehold improvements and $0.5 million of furniture due to abandoning the Hood Park facility[84][85] Note 9. Other non-current assets - Other non-current assets as of June 30, 2025, and December 31, 2024, remained stable at $0.3 million, primarily comprising advances to suppliers for fixed asset acquisition and guarantees to suppliers[87] Note 10. Trade and other payables - Trade and other payables increased to $18.9 million at June 30, 2025, from $16.7 million at December 31, 2024, reflecting higher balances due to suppliers and consulting service providers[88] Note 11. Other current liabilities | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------- | :-------------------------- | :------------------ | | Accrued expenses | $320 | $388 | | Other short-term payables | $1,842 | $1,303 | | Taxes and duties payable | $302 | $330 | | Social security funds | $226 | $189 | | Fischer settlement – current liability | $411 | - | | Total | $3,101 | $2,210 | - Other current liabilities increased to $3,101 thousand at June 30, 2025, from $2,210 thousand at December 31, 2024, primarily due to higher other short-term payables and a new Fischer settlement current liability of $411 thousand[89] Note 12. Leases | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------------- | :-------------------------- | :------------------ | | Right-of-use assets, net | $214 | $274 | | Operating lease liabilities (current) | $151 | $89 | | Long-term operating lease liabilities | $64 | $184 | | Total discounted lease payments | $215 | $273 | | Rental expense (3 months ended June 30) | $0.1 million | $0.2 million | | Rental expense (6 months ended June 30) | $0.1 million | $0.7 million | - Right-of-use assets and operating lease liabilities decreased from December 31, 2024, to June 30, 2025; rental expense for operating leases significantly decreased from $0.7 million to $0.1 million for the six months ended June 30, 2025, compared to the same period in 2024[93] Note 13. Short-term loan payable - The Company entered into multiple short-term loan agreements with Agile Capital Funding, LLC, with the latest on June 20, 2025, for $1.465 million; this loan has an effective interest rate of 206% per year and requires weekly payments through maturity on February 27, 2026[97] - These loans are collateralized by substantially all of the Company's assets, including goods, accounts, equipment, inventory, and intellectual property[98] Note 14. Private Placement Warrants and Working Capital Warrants - As of June 30, 2025, the Company had 65,671 Private Placement Warrants and Working Capital Warrants outstanding, each exercisable for one share of Common Stock at $345.00 per share[100] - These warrants are classified as liabilities and are subject to re-measurement at fair value each reporting period, with changes recognized in the statement of operations, as they are not indexed to the issuer's common stock[102] Note 15. Stockholders' Equity - As of June 30, 2025, the Company had 2,670,286 shares of common stock issued and outstanding, following the issuance of 33,778 common shares related to restricted stock unit vesting on April 14, 2025[104][105] - A 1-for-30 reverse stock split was effective on May 13, 2024, converting existing shares and adjusting options, warrants, and convertible securities accordingly, without changing the authorized share count[106][107][109][227] - The Company has an At The Market Offering Agreement to sell up to $50 million of common stock, with 56,349 shares sold during the six months ended June 30, 2024[110][112] - Stock-based compensation expense for stock options and restricted stock units (RSUs) was $0.2 million and $0.3 million, respectively, for the six months ended June 30, 2025[120][122] Note 16. Revenue | Revenue Type | Three Months Ended June 30, 2025 (in thousands of US dollars) | Three Months Ended June 30, 2024 (in thousands of US dollars) | Six Months Ended June 30, 2025 (in thousands of US dollars) | Six Months Ended June 30, 2024 (in thousands of US dollars) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales of goods | $72 | $654 | $78 | $2,274 | | Sales of services | $27 | - | $153 | $1,118 | | Total revenue from contracts with customers | $99 | $654 | $231 | $3,392 | | Revenue recognized at a point in time | $72 | $654 | $78 | $2,274 | | Revenue recognized over time | $27 | - | $153 | $1,118 | - Total revenue from contracts with customers decreased significantly to $99 thousand for the three months ended June 30, 2025, from $654 thousand in the prior year, and to $231 thousand for the six months ended June 30, 2025, from $3,392 thousand in the prior year, primarily due to a decline in sales of goods[124] - Contract liabilities increased to $3.7 million at June 30, 2025, from $3.2 million at December 31, 2024, indicating payments received in advance of performance obligations being satisfied[125] Note 17. Collaborative Arrangements - The Company has a Cooperative Research and Development Agreement (CRADA) with Triad National Security, LLC, Alliance for Sustainable Energy LLC, and Brookhaven Science Associates, extended until September 3, 2024, to build a fuel cell prototype; the government's estimated contribution is $1.2 million, with the Company contributing $1.2 million in cash and $0.6 million in-kind[126] - For the three and six months ended June 30, 2024, $0.1 million was recognized in research and development expenses related to collaborative arrangements; no revenue has been recognized from the CRADA to date[126][127] Note 18. Income Taxes - For the six months ended June 30, 2025, the Company recorded an income tax expense of $(1) thousand, compared to a benefit of $0.1 million in the prior year, mainly related to net operating loss carryforwards[129] - A full valuation allowance is maintained against deferred tax assets for net operating losses, as it is more likely than not that the benefits will not be realized[130] Note 19. Segment Reporting and Information about Geographical Areas - The Company operates as a single reportable business segment, focusing on the development and manufacturing of high-temperature proton exchange membranes (HT-PEMs) and fuel cell systems[131] | Geographic Location | Three Months Ended June 30, 2025 (in thousands of US dollars) | Three Months Ended June 30, 2024 (in thousands of US dollars) | Six Months Ended June 30, 2025 (in thousands of US dollars) | Six Months Ended June 30, 2024 (in thousands of US dollars) | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | $10 | $649 | $135 | $3,217 | | Europe | $89 | $5 | $96 | $175 | | Total net sales | $99 | $654 | $231 | $3,392 | - North American revenue significantly decreased from $3,217 thousand to $135 thousand for the six months ended June 30, 2025, while European revenue decreased from $175 thousand to $96 thousand in the same period[133] Note 20. Commitments and contingencies - A former employee, Chris Kaskavelis, filed a claim against Advent SA for €107,194.90 in unpaid wages, €612,206.40 for severance, and €50,000 for moral damages; the Company has accrued $124 thousand for unpaid wages but denies other claims[135] - The Company settled an arbitration award with F.E.R. fischer Edelstahlrohre GmbH for €5,366,625.55, payable in monthly installments starting September 1, 2025; a reduced settlement of €4,366,625.55 is possible if paid by June 30, 2026, with an additional loss of $1 million recorded for this contingency in the six months ended June 30, 2025[136] - The Company terminated a supply agreement with BASF New Business GmbH, agreeing to return 4,473 sqm of membrane and pay €44,759 in unpaid license fees, while BASF waived payment of €608,412 and the requirement to purchase 14,000 m2[139] - A supply agreement with Shin-Etsu Polymer Singapore Pte, Ltd for bipolar plates is on hold, with Shin-Etsu potentially claiming the remaining purchase requirement of 57,600 pieces[140] Note 21. Net loss per share Net Loss Per Share (Net loss in thousands of US dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(3,797) | $(11,273) | $(7,071) | $(20,629) | | Basic weighted average number of shares | 2,665,089 | 2,634,179 | 2,653,490 | 2,609,549 | | Basic loss per share | $(1.42) | $(4.28) | $(2.66) | $(7.91) | | Diluted loss per share | $(1.42) | $(4.28) | $(2.66) | $(7.91) | - Basic and diluted loss per share were $(1.42) for the three months ended June 30, 2025, and $(2.66) for the six months ended June 30, 2025; the effect of potential common stock equivalents was anti-dilutive due to the Company incurring losses[143][145] Note 22. Discontinued Operations | Metric | Three Months Ended June 30, 2025 (in thousands of US dollars) | Three Months Ended June 30, 2024 (in thousands of US dollars) | Six Months Ended June 30, 2025 (in thousands of US dollars) | Six Months Ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue, net | - | $151 | - | $864 | | Operating income/(loss) | - | $(1,060) | - | $(1,000) | | Income/(loss) from discontinued operations | - | $(1,060) | - | $(1,000) | | Comprehensive income/(loss) from discontinued operations | - | $(1,060) | - | $(965) | - For the three and six months ended June 30, 2025, there were no revenues or losses from discontinued operations, as Advent Technologies A/S and its subsidiary were declared bankrupt on July 25, 2024, and are being liquidated[46][147] Note 23. Subsequent Events - On July 17, 2025, the Company settled an outstanding claim of €10.4 million ($12.2 million) against Advent Technologies, GmbH, with the bankruptcy trustee of Advent Technologies A/S for €100 thousand ($119 thousand)[148] - On August 6, 2025, the Company entered into a new enhanced license agreement with Triad National Security, LLC for the Ion Pair technology, gaining exclusivity in marine, aviation, and portable power fields while retaining non-exclusive rights elsewhere[149] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the Company's financial condition and operational results, including business developments, key performance factors, liquidity, capital resources, and critical accounting policies Overview - Advent Technologies Holdings, Inc. is an advanced materials and technology development company specializing in fuel cell and hydrogen technology, focusing on Membrane Electrode Assembly (MEA) and complete fuel cell systems for various markets[153][154] - Current revenue is primarily from sales and servicing of fuel cell systems and MEAs, with future income expected to be weighted towards Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs), supplemented by grant funding[155] Business Developments - The Company secured a €34.5 million non-dilutive grant from the EU Innovation Fund for its RHyno Project, aimed at establishing infrastructure for developing and manufacturing innovative fuel cells and electrolyzers at a megawatt scale[159][160] - Advent entered a multi-million-dollar joint benchmarking project with Airbus to accelerate the development of its Ion Pair™ MEA technology for hydrogen fuel cells in aviation, with Phase Two kicking off in February 2025[162][163] - The Honey Badger 50™ (HB50) portable fuel cell system was launched, fulfilling an order from the U.S. Department of Defense; subsequent contracts totaling $5.0 million were secured with the US DoD to optimize HB50 with Ion Pair MEA technology and develop advanced manufacturing processes[164][167][168] - Advent Technologies A/S was declared bankrupt on July 25, 2024, by a Danish court due to inability to pay claims, leading to its liquidation and that of its subsidiary, Advent Green Energy Philippines, Inc.[175] - The Company received Nasdaq deficiency letters for failing to meet the minimum bid price, periodic reporting requirements, and minimum stockholders' equity; while the bid price deficiency was resolved via a reverse stock split, remedial measures for the stockholders' equity deficiency are ongoing[171][172][173][174] Key Factors Affecting Our Results - Future success depends on increased customer demand for fuel cell systems and MEAs, with anticipated substantial new orders from major organizations as production scales up[179] - The successful development of the Advanced MEA product, in partnership with Los Alamos National Laboratory, is crucial for achieving cost-competitiveness and widespread adoption of hydrogen fuel cells by delivering up to three times the power output of current MEAs[180] Components of Results of Operations - Revenue is expected to increase materially, shifting towards Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) over time[182] - Cost of revenues is expected to decrease as the focus shifts from product sales to services under JDAs and TAAs[183] - Research and development expenses are projected to increase substantially due to investments in improved technology and products[185] - Administrative and selling expenses are expected to rise in line with production and revenue growth, and due to costs associated with operating as a public company[186] Results of Operations Comparison of Three Months Ended June 30, 2025 vs. 2024 (in thousands of US dollars) | Metric | 3 Months Ended June 30, 2025 (in thousands of US dollars) | 3 Months Ended June 30, 2024 (in thousands of US dollars) | $ Change (in thousands of US dollars) | % Change | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :------- | :------- | | Revenue, net | $99 | $654 | $(555) | (84.9)% | | Gross profit / (loss) | $(293) | $571 | $(864) | (151.3)% | | Income from grants | $1 | $424 | $(423) | (99.8)% | | Research and development expenses | $(342) | $(695) | $353 | (50.8)% | | Administrative and selling expenses | $(1,956) | $2,374 | $(4,330) | (182.4)% | | Operating loss | $(2,925) | $2,673 | $(5,598) | (209.4)% | | Loss before income tax | $(3,797) | $(10,213) | $6,416 | (62.8)% | | Net loss | $(3,797) | $(11,273) | $7,476 | (66.3)% | Comparison of Six Months Ended June 30, 2025 vs. 2024 (in thousands of US dollars) | Metric | 6 Months Ended June 30, 2025 (in thousands of US dollars) | 6 Months Ended June 30, 2024 (in thousands of US dollars) | $ Change (in thousands of US dollars) | % Change | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :------- | :------- | | Revenue, net | $231 | $3,392 | $(3,161) | (93.2)% | | Gross profit / (loss) | $(473) | $2,832 | $(3,305) | (116.7)% | | Income from grants | $43 | $1,262 | $(1,219) | (96.6)% | | Research and development expenses | $(698) | $(2,110) | $1,412 | (66.9)% | | Administrative and selling expenses | $(4,206) | $(3,819) | $(387) | 10.1% | | Operating loss | $(5,863) | $(1,692) | $(4,171) | 246.5% | | Loss before income tax | $(7,070) | $(19,684) | $12,614 | (64.1)% | | Net loss | $(7,071) | $(20,629) | $13,558 | (65.7)% | - Revenue decreased significantly for both the three-month (84.9%) and six-month (93.2%) periods ended June 30, 2025, primarily due to an increase in contract liabilities related to services under Joint Development Agreements and Technology Assessment Agreements expected to be delivered later in 2025[194][204] - Operating loss worsened for both periods, increasing by 209.4% for the three months and 246.5% for the six months, driven by increased cost of revenues, reduced grant income, and higher administrative and selling expenses[193][195][196][198][203][205][206][208] Liquidity and Capital Resources - As of June 30, 2025, the Company had $0.1 million in cash and cash equivalents, a working capital deficit of $(27.8) million, and used $1.2 million in operating activities for the six months then ended[215] - Management concluded that substantial doubt exists about the Company's ability to continue as a going concern for one year, citing insufficient cash to fund operations and the need to raise additional capital in the very short term[217] Consolidated Cash Flows (Six Months Ended June 30, in thousands of US dollars) | Cash Flow Activity | 2025 (in thousands of US dollars) | 2024 (in thousands of US dollars) | $ Change (in thousands of US dollars) | % Change | | :------------------------------------------ | :----- | :----- | :------- | :------- | | Net Cash used in Operating Activities | $(1,159) | $(4,001) | $2,842 | (71.0)% | | Net Cash provided by / (used in) Investing Activities | $(29) | $272 | $(301) | (110.7)% | | Net Cash provided by Financing Activities | $893 | $282 | $611 | 216.7% | | Net decrease in cash and cash equivalents | $(306) | $(3,730) | $3,424 | (91.8)% | | Cash and cash equivalents at the end of period | $75 | $682 | $(607) | (89.0)% | - Cash flows from financing activities significantly increased to $0.9 million for the six months ended June 30, 2025, primarily due to net proceeds from borrowings, compared to $0.3 million in 2024[223] EBITDA and Adjusted EBITDA (Six Months Ended June 30, in Millions of US dollars) | Metric (in Millions of US dollars) | 2025 | 2024 | $ Change | | :--------------------------------- | :--- | :--- | :------- | | Net loss from continuing operations | $(7.07) | $(19.63) | $12.56 | | EBITDA | $(5.46) | $(0.94) | $(4.52) | | Adjusted EBITDA | $(5.46) | $(1.00) | $(4.46) | Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company outlines its exposure to market risks, including interest rate, inflation, and foreign exchange fluctuations, and discusses mitigation strategies - The Company holds $0.1 million in cash and cash equivalents and has $1.5 million in short-term debt, exposing it to interest rate risk, though current operating and savings accounts are not significantly affected by U.S. interest rate changes[257] - Inflation is not currently considered to have a material effect on the business; mitigation strategies include seeking alternative, lower-cost supplies and pre-buying materials[258] - Advent is exposed to foreign exchange risk due to costs and revenues denominated in Euros; while no hedging transactions have been entered into yet, the Company plans to implement mitigation features as it scales up[259] Item 4. Controls and Procedures Management identified material weaknesses in internal controls as of June 30, 2025, but asserts fair financial statement presentation, with a remediation plan underway - As of June 30, 2025, the Company's disclosure controls and procedures were not effective due to identified material weaknesses in internal control over financial reporting[264] - Material weaknesses were identified in the entity-level control environment, financial statement close and reporting process (e.g., lack of documentation, reconciliation controls, segregation of duties), and IT processes (e.g., user access, application change controls)[271][272][273] - Despite the material weaknesses, management concluded that the financial statements in this report fairly present the Company's financial position, results of operations, and cash flows in accordance with U.S. GAAP[265][274] - A remediation plan is being implemented to enhance the control environment, including hiring qualified professionals, improving IT systems, enhancing policies and documentation, and increasing testing frequency[275][279] PART II—OTHER INFORMATION Item 1. Legal Proceedings This section details ongoing legal proceedings, including an employee claim, an arbitration settlement, and a shareholder demand letter regarding fiduciary duty - A former employee, Chris Kaskavelis, filed a claim against Advent SA for €107,194.90 in unpaid wages, €612,206.40 for severance, and €50,000 for moral damages; the Company has accrued $124 thousand for unpaid wages but denies other claims[282] - The Company settled an arbitration award with F.E.R. fischer Edelstahlrohre GmbH for €5,366,625.55, payable in monthly installments starting September 1, 2025; a reduced settlement of €4,366,625.55 is possible if paid by June 30, 2026[283] - A shareholder demand letter was received to inspect books and records regarding alleged breaches of fiduciary duty by AMCI's former board and officers in connection with the February 2021 merger; a putative class action complaint was filed in Delaware Court of Chancery, but the Company is not named as a defendant[284] Item 1A. Risk Factors No material changes to the risk factors detailed in the 2024 Annual Report are noted, which could significantly impact the Company's financial performance - There are no material changes to the risk factors described in the 2024 Annual Report, which cover potential significant negative impacts on the Company's business, financial condition, results of operations, cash flows, and prospects[287] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds were reported[288] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported - No defaults upon senior securities were reported[289] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[290] Item 5. Other Information No other information was reported - No other information was reported[291] Item 6. Exhibits This section lists exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL data files | Exhibit Number | Description | | :------------- | :----------------------------------------------------------------- | | 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) | | 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) | | 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 | | 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 | | 101.INS* | Inline XBRL Instance | | 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Signatures - The report was signed on August 12, 2025, by Gary Herman, Interim Chief Financial Officer, on behalf of Advent Technologies Holdings, Inc.[296][297]