ADNH 10-K & 10-Q changes, risk factors and insider trading

Certain members of our management team have limited experience managing a public company.

Certain members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage the requirements of being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our management team and could divert their attention away from the day-to-day management of our business, which could materially and adversely affect our business, financial condition, operating results, cash flows and prospects.

Obtaining the MIL-STD certification for the Honey Badger and advancing it for U.S. army integration is subject to risks and uncertainty and may not be completed on the timeline we expect, or at all.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (SVB) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although a statement by the Department of the Treasury, the Federal Reserve and the FDIC indicated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain other financial instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts thereunder. Although we are not a borrower or party to any such instruments with SVB, Signature or any other financial institution currently in receivership, if any of our lenders or counterparties to any such instruments were to be placed into receivership, we may be unable to access such funds. In addition, if any of our customers, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. In this regard, counterparties to SVB credit agreements and arrangements, and third parties such as beneficiaries of letters of credit (among others), may experience direct impacts from the closure of SVB and uncertainty remains over liquidity concerns in the broader financial services industry.

On April 17, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the periodic reporting requirements for continued listing set forth Nasdaq Listing Rule 5250(c)(1) (the “Timely Report Requirement”) due to the fact that this Annual Report on Form 10-K was not filed by the required due date of March 31, 2024 (the “10-K Delinquency Letter”). Additionally, on May 24, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the periodic requirements for continued listing set forth Nasdaq Listing Rule 5250(c)(1) due to the fact that the Company did not file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “First Quarter 10-Q”) by the required due date of May 14, 2024 (the “Q1 10-Q Delinquency Letter”). Further, on November 22, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the Timely Reporting Requirement due to the fact that the Company did not file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Third Quarter 10-Q”) by the required due date of November 20, 2024 (the “Q2 10-Q Delinquency Letter”). The Company submitted compliance plans to Nasdaq setting forth its plan to file both this Annual Report on Form 10-K, the First Quarter 10-Q and the Third Quarter 10-Q. The Company filed its Annual Report on Form 10-K on August 13, 2024, its First Quarter 10-Q on October 15, 2024 and its Third Quarter 10-Q on December 27, 2024.

Additionally, on October 18, 2024, we received a letter from Nasdaq notifying the Company that since the Company’s Form 10-Q for the period ended June 30, 2024, reported stockholders’ equity of ($2,879,000), and as of the date of such letter the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, the Company is no longer in compliance with Nasdaq’s Listing Rule requiring the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. The Company submitted a compliance plan and supplement to Nasdaq setting forth its plan to increase its stockholders’ equity and is working to regain compliance with this requirement.

Our second amended and restated certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of our stockholders to choose the judicial forum for disputes with us or our directors, officers, or employees.

We will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $540.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the public warrants become redeemable by us, we may exercise our redemption right when the registration statement to which this prospectus forms a part comes into effect with respect to the shares of common stock underlying such warrants. Redemption of the outstanding public warrants could force you to: (1) exercise your warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the placement warrants or working capital warrants will be redeemable by us for cash so long as they are held by our sponsor or its permitted transferees.

As of June 2, 2025, we had Warrants to purchase an aggregate of 878,985 shares of our common stock outstanding. To the extent remaining Warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the then-existing holders of common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of our common stock.

Changes in US trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.

The US government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated or is considering the imposition of tariffs on certain foreign goods. Changes in US trade policy could result in one or more U.S. trading partners adopting responsive trade policies making it more difficult or costly for us to export our products to those countries. These measures could also result in increased costs for goods imported into the United States. This in turn could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.

We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the US economy, which in turn could adversely impact our business, financial condition and results of operations.

Risks Related to Our Intellectual Property

Our ability to protect our intellectual property and proprietary technology is uncertain.

We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality and non- disclosure agreements and other methods, to protect our proprietary technologies and know-how. As of October 11, 2024, we owned 108 issued patents (38 domestic and 70 foreign), 35 pending patent applications (13 domestic and 22 foreign), 45 registered trademarks (5 domestic and 40 foreign) and 8 pending trademark applications (3 domestic and 5 foreign).

We have applied for patent protection relating to certain existing and proposed products and processes. While we generally apply for patents in those countries where we intend to make, have made, use, or sell patented products, we may not accurately predict all the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so later. Furthermore, we cannot assure you that any of our patent applications will be approved. The rights granted to us under our patents, including prospective rights sought in our pending patent applications, may not be meaningful or provide us with any commercial advantage. In addition, those rights could be opposed, contested, or circumvented by our competitors or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of our patents to adequately protect our technology might make it easier for our competitors to offer the same or similar products or technologies. Competitors may be able to design around our patents or develop products that provide outcomes which are comparable to ours without infringing on our intellectual property rights. Due to differences between foreign and U.S. patent laws, our patented intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Even if patents are granted outside the United States, effective enforcement in those countries may not be available. Since most of our issued patents are for the United States only, we lack a corresponding scope of patent protection in other countries. In countries where we do not have significant patent protection, we may not be able to stop a competitor from marketing products in such countries that are the same as or similar to our product.

We plan to rely on our trademarks, trade names and brand names to distinguish our product from the products of our competitors and have registered or applied to register many of these trademarks. We cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our product, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe upon our trademarks, or that we will have adequate resources to enforce our trademarks.

We also rely on trade secrets, know-how, and technology, which are not protected by patents, to maintain our competitive position. We try to protect this information by entering into confidentiality and intellectual property assignment agreements with parties that develop intellectual property for us and/or have access to it, such as our officers, employees, consultants, contract manufacturers and advisors. However, in the event of unauthorized use or disclosure or other breaches of such agreements, we may not be provided with meaningful protection for our trade secrets or other proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our commercial partners, collaborators, employees, and consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. If any of our trade secrets, know-how or other technologies not protected by a patent were to be disclosed to or independently developed by a competitor, our business, financial condition, and results of operations could be materially adversely affected.

In the future, we may enter into licensing agreements to maintain our competitive position. If we enter into in-bound intellectual property license agreements, we may not be able to fully protect the licensed intellectual property rights or maintain those licenses. Future licensors could retain the right to prosecute and defend the intellectual property rights licensed to us, in which case we would depend on the ability of our licensors to obtain, maintain, and enforce intellectual property protection for the licensed intellectual property. These licensors may determine not to pursue litigation against other companies or may pursue such litigation less aggressively than we would. Further, entering into such license agreements could impose various diligence, commercialization, royalty, or other obligations on us. Future licensors may allege that we have breached our license agreement with them, and accordingly seek damages or to terminate our license, which could adversely affect our competitive business position and harm our business prospects.

If a competitor infringes upon one of our patents, trademarks, or other intellectual property rights, enforcing those patents, trademarks, and other rights may be difficult and time consuming. Even if successful, litigation to defend our patents and trademarks against challenges or to enforce our intellectual property rights could be expensive and time consuming and could divert management’s attention from managing our business. Moreover, we may not have sufficient resources to defend our patents or trademarks against challenges or to enforce our intellectual property rights. In addition, if third parties infringe any intellectual property that is not material to the products that we make, have made, use, or sell, it may be impractical for us to enforce this intellectual property against those third parties.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting, and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the U.S. These products may compete with our product and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to emerging technologies, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

In addition to patent protection, we also rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants, contract manufacturers and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our product that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our business and competitive position could be harmed.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

We employ individuals who previously worked with other companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Change in Independent Registered Public Accounting Firm

Earlier on September 17, 2024, Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”), the Company’s prior independent registered public accounting firm, was dismissed effective immediately. EY had served as the Company’s independent registered public account firm since February 9, 2021, and also served as the independent registered public accounting firm of the Company’s subsidiary, Legacy Advent, prior to the Business Combination pursuant to the Agreement and Plan of Merger.

On September 20, 2024, the audit committee of the board of directors of the Company approved the engagement of M&K CPAS, PLLC (“M&K”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2024.

EY’s audit reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, provided that EY’s audit report as of and for the year ended December 31, 2023 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.

Reverse Stock Split

On May 13, 2024, the Company effected a 1-for-30 reverse stock split by filing an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, with the Delaware Secretary of State. The reverse stock split combined every thirty shares of our common stock issued and outstanding immediately prior to effecting the reverse stock split into one share of common stock. No fractional shares were issued in connection with the reverse stock split. All historical share and per share amounts reflected throughout this document have been adjusted to reflect the reverse stock split. The authorized number of shares and the par value per share of the Company’s common stock were not affected by the reverse stock split.

Danish Subsidiary Bankruptcy

Additionally, on July 25, 2024, Advent Technologies A/S, a Danish subsidiary of the Company (the “Danish Subsidiary”), was declared bankrupt under and pursuant to the Denmark Bankruptcy Act (the “Danish Subsidiary Bankruptcy”), and, as a result, Advent Technologies A/S and its wholly-owned Philippines subsidiary, Green Energy Philippines Inc., was deconsolidated from the Company.

RHyno Project awarded €34.5 Million by EU Innovation Fund

On March 5, 2025, the European Climate, Infrastructure and Environment Executive Agency (CINEA) and Advent’s wholly owned Greek subsidiary, Advanced Energy Technologies S.A. each signed the grant agreement for the Company’s monumental RHyno Project. This EU Innovation Fund grant will provide Advent with €34,534,318 in non-dilutive funding over the lifetime of the project.

The Advent Renewable Hydrogen Innovative Technologies (RHyno) project involves the establishment of infrastructure for developing and manufacturing innovative fuel cells, electrolysers, and their key components including Advent ground-breaking Membrane Electrode Assembly technology at a megawatt (MW) scale. RHyno aims to pioneer the use of innovative materials to enhance power density and lifespan while significantly reducing the weight and volume of power systems through a streamlined balance of plant.

The planned state-of-the-art facility is designed to optimize production processes, boost efficiency, and industrialize fuel cell and electrolyser technologies. These advancements are essential for decarbonizing carbon intense industries, such as the aviation, maritime and heavy-duty automotive sectors, with further potential for spillover to other sectors, positioning Advent at the forefront of the clean energy transition.

As of December 31, 2024, there was no new activity in respect to this MoU.

As of December 31, 2024, Advent continues to work with the US DoD to advance the HB50 technology.

Nasdaq Deficiency Letters

On May 24, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price of the Common Stock had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market (the “Minimum Bid Requirement”).

On May 13, 2024, the Company effectuated the Reverse Stock Split, and our Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on May 14, 2024, in an effort to comply with the Minimum Bid Requirement. The Company has since received confirmation from Nasdaq that it has met the Minimum Bid Requirement.

On April 17, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the periodic reporting requirements for continued listing set forth Nasdaq Listing Rule 5250(c)(1) (the “Timely Report Requirement”) due to the fact that this Annual Report on Form 10-K was not filed by the required due date of March 31, 2024 (the “10-K Delinquency Letter”). Additionally, on May 24, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the periodic requirements for continued listing set forth Nasdaq Listing Rule 5250(c)(1) due to the fact that the Company did not file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “First Quarter 10-Q”) by the required due date of May 14, 2024 (the “Q1 10-Q Delinquency Letter”). Further, on November 22, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the Timely Reporting Requirement due to the fact that the Company did not file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Third Quarter 10-Q”) by the required due date of November 20, 2024 (the “Q2 10-Q Delinquency Letter”). The Company submitted compliance plans to Nasdaq setting forth its plan to file both this Annual Report on Form 10-K, the First Quarter 10-Q and the Third Quarter 10-Q. The Company filed its Annual Report on Form 10-K on August 13, 2024, its First Quarter 10-Q on October 15, 2024 and its Third Quarter 10-Q on December 27, 2024.

Additionally, on October 18, 2024, we received a letter from Nasdaq notifying the Company that since the Company’s Form 10-Q for the period ended June 30, 2024, reported stockholders’ equity of ($2,879,000), and as of the date of such letter the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, the Company is no longer in compliance with Nasdaq’s Listing Rule requiring the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. The Company thereafter submitted its plan to Nasdaq to regain compliance with the continued listing requirements and undertook remedial measures to correct the deficiency in its stockholders’ equity. As of April 15, 2025, based on developments at the Company including the resolution of certain claims and the then-current value of its technology and licenses, the Company confirmed to Nasdaq its belief that it satisfied the Nasdaq continued listing requirements as its stockholders’ equity exceeded the $2.5 million minimum requirement and that it would report the same in its Form 10-Q for Q2 2025.

New Board Member

On December 31, 2024, the Company’s shareholders elected Robert Schwartz as a Class I director of the Company, with a term expiring at the 2027 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.

Termination of Former Chief Executive Officer

On October 24, 2024, the Board approved the termination of the employment of Vassilios Gregoriou, the Chief Executive Officer, Acting Chief Financial Officer, for cause, effective immediately. Mr. Gregoriou was also removed as Chairman of the Board of Directors.

Arbitration Award

On August 16, 2024, the Company was informed that an arbitration decision and award was decided in favor of F.E.R. fischer Edelstahlrohre GmbH (“F.E.R.”), pursuant to the arbitration provisions of the Share Purchase Agreement dated June 25, 2021, whereby the Company acquired SerEnergy and FES on August 31, 2021. The arbitration was held in Frankfurt am Main, Germany in accordance with the Arbitration Rules of the German Arbitration Institute. The award in favor of F.E.R. is in the amount of approximately €4.5 million euro. The Company appealed the decision and instructed its counsel to file a motion with the Higher Regional Court of Frankfurt to set aside the arbitral award. In February 2025, the parties met to discuss the possibility of a settlement and the framework for such a settlement, but there can be no guaranty that the parties will be able to finalize an agreement, and at this time, the Company cannot accurately predict the outcome of this matter.

Income from Grants

Income from grants decreased by approximately $(0.7) million from $1.6 million in the year ended December 31, 2023 and $0.9 million in the year ended December 31, 2024.

Hudson Global Ventures LLC August 1, 2025 Loan Transaction

On August 1, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hudson Global Ventures LLC (“Hudson”), pursuant to which Hudson made a loan to the Company, evidenced by a Convertible Promissory Note in the aggregate principal amount of $235 thousand, including an original issue discount of $25,000.00 (the “Promissory Note”), with interest accruing at an annual rate of twelve percent (12%) to be computed on the basis of a 360-day year.

Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue a pre-funded warrant to Hudson Global Ventures (“Hudson”) to purchase 130,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.0001 per share (the “Pre-Funded Warrant”).

Under the Promissory Note, the Company is required to make eleven (11) payments of $23,927.27 (each payment, an “Amortized Payment”). The first Amortized Payment is due on September 1, 2025, with ten (10) subsequent Amortized Payments due each month thereafter. The Promissory Note is not secured by any collateral. The Promissory Note matures on July 1, 2026, and contains customary events of default. The Company may pre-pay the full amount due under the Promissory Note by providing Hudson with ten (10) days’ notice and paying an amount equal to 118% of the principal amount to be repaid.

In the event the Company fails to make an Amortized Payment in a timely fashion, Hudson will have the right to convert an amount up to the Mandatory Default Amount (as defined below) at a conversion price equal to the lower of (i) the Conversion Price (as defined below) and (ii) 80% of the lowest trading price in the ten (10) trading days prior to the conversion, subject to a floor price of $0.10.

At the option of Hudson, the Promissory Note may be converted into a number of shares of Common Stock equal to the number determined by dividing (x) that portion of the outstanding balance of the Promissory Note identified by the Company of (A) the outstanding principal amount of the Promissory Note, plus (B) accrued and unpaid interest with respect to such amount and any other amounts owing under the Promissory Note to be converted by (y) the conversion price then in effect on the date on which Hudson delivers a notice of conversion (the “Conversion Price”). Hudson may also require the Company to prepay the entire outstanding balance under the Promissory Note upon receipt of notice of a change in control of the Company.

The Conversion Price is subject to certain adjustments for stock splits, certain dividends and distributions, dilutive issuances, and certain stock issuances that are deemed dilutive pursuant to the terms of the Promissory Note, including, but not limited to, the issuance of any warrants, rights or options (other than awards issued pursuant to the Company’s equity incentive plans).

The Company did not make any repayments on the Promissory Note until October 2025.

On November 5, 2025, the Company repaid all amounts owed pursuant to the Promissory Note, and satisfied all conditions of the Promissory Note; as a result of such satisfaction, the Promissory Note is satisfied in full and terminated upon repayment and satisfaction.

Hudson Global Ventures LLC August 28, 2025 Loan Transaction

On August 28, 2025, the Company entered into a securities purchase agreement with Hudson, pursuant to which Hudson made a loan to the Company, evidenced by a Convertible Promissory Note in the aggregate principal amount of $418 thousand, including an original issue discount of $42 thousand (the “Promissory Note”), with interest accruing at an annual rate of twelve percent (12%) to be computed on the basis of a 360-day year.

Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue a pre-funded warrant to Hudson Global Ventures (“Hudson”) to purchase 130,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.0001 per share (the “Pre-Funded Warrant”).

Under the Promissory Note, the Company is required to make eleven (11) payments of $38,000.00 (each payment, an “Amortized Payment”). The first Amortized Payment is due on October 1, 2025, with ten (10) subsequent Amortized Payments due each month thereafter. The Promissory Note is not secured by any collateral. The Promissory Note matures on August 1, 2026, and contains customary events of default. The Company may pre-pay the full amount due under the Promissory Note by providing Hudson with ten (10) days’ notice and paying an amount equal to 118% of the principal amount to be repaid; provided that, if the Company prepays no later than the close of business on October 1, 2025, the Company may pre-pay the full amount due under the Promissory Note by paying an amount equal to 100% of the principal amount to be repaid.

In the event the Company fails to make an Amortized Payment in a timely fashion, Hudson will have the right to convert an amount up to the Mandatory Default Amount (as defined below) at a conversion price equal to the lower of (i) the Conversion Price (as defined below) and (ii) 80% of the lowest trading price in the ten (10) trading days prior to the conversion, subject to a floor price of $0.10.

At the option of Hudson, the Promissory Note may be converted into a number of shares of Common Stock equal to the number determined by dividing (x) that portion of the outstanding balance of the Promissory Note identified by the Company of (A) the outstanding principal amount of the Promissory Note, plus (B) accrued and unpaid interest with respect to such amount and any other amounts owing under the Promissory Note to be converted by (y) the conversion price then in effect on the date on which Hudson delivers a notice of conversion (the “Conversion Price”). Hudson may also require the Company to prepay the entire outstanding balance under the Promissory Note upon receipt of notice of a change in control of the Company.

On September 11, 2025, the Company repaid all amounts owed pursuant to the Promissory Note for 418 thousand.

The Staff previously granted the Company an exception to regain compliance with the Rule by April 16, 2025. On April 15, 2025, the Company filed a Current Report on Form 8-K providing that, based on recent developments, at the Company including the resolution of certain claims and the current value of its technology and licenses, the Company believed at such time that it had regained compliance with the Rule. On April 16, 2025, the Company received a letter from the Staff advising the Company that they were in conditional compliance with the Rule at that time, contingent upon the Company reflecting the adjustment to its stockholders’ equity in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Second Quarter 10-Q”). The Company filed its Second Quarter 10-Q on August 12, 2025 but was unable to reflect a sufficient adjustment to stockholders’ equity as required by the Staff. As a result, on August 18, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that the Staff had determined that the Company had not satisfied the conditions set forth in the April 15 letter to regain compliance with the Rule. Accordingly, the Staff indicated that unless the Company requests a hearing panel (a “Panel”) appeal of the delist determination by August 25, 2025, its securities would be delisted on August 27, 2025. The Company filed an appeal and submitted its plan to Nasdaq to regain compliance with the continued listing requirements. On October 28, 2025 the Company received a notice from The Nasdaq Stock Market LLC notifying the Company that, due to the Company’s failure to comply with Nasdaq Listing Rule 5550(b)(1), Nasdaq determined to (a) commence proceedings to delist the Company’s common stock, par value $0.0001 per share and the Company’s warrants to purchase one share of common stock, each at an exercise price of $345.00 and suspend trading in the Securities effective as of October 30, 2025. As of November 7, 2025 the Common Stock is trading on the OTCQB market under the symbol “ADNH,” and the Public Warrants trade under the symbol ADNHW.

Comparison of the Nine Months Ended September 30, 2025 to Nine Months Ended September 30, 2024

The following table sets forth a summary of our consolidated results of operations for the nine months ended September 30, 2025 and 2024, and the changes between periods.

Our total revenue decreased by approximately $3.2 million from approximately $3.5 million in the nine months ended September 30, 2024 to approximately $0.3 million in the nine months ended September 30, 2025. The decrease was driven by an increase in contract liabilities related to our services provided under Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) in the nine months ended September 30, 2025 which are expected to be delivered later in 2025.

Cost of revenues increased by approximately $0.3 million from approximately $0.9 million in the nine months ended September 30, 2024 to approximately $1.1 million in the nine months ended September 30, 2025. The increase in cost of revenues was related to an increase in fixed costs during the period.

Our income from grants decreased by approximately $1.2 million from approximately $1.4 million in the nine months ended September 30, 2024 to approximately $0.2 million in the nine months ended September 30, 2025. The decrease was driven by an increase in deferred revenue from grants in the nine months ended September 30, 2025 which is expected to be recognized later in 2025.

Research and development expenses were approximately $0.9 million and $2.5 million in the nine months ended September 30, 2025 and 2024, respectively, primarily related to internal research and development costs, as well as our cooperative research and development agreement with the U.S. Department of Energy.

Administrative and selling expenses were approximately $6.2 million in the nine months ended September 30, 2025, and $7.0 million in the nine months ended September 30, 2024.

The Company earned sublease income of $0.1 million in the nine months ended September 30, 2024. The sublease was terminated in April 2024.

We recognized credit losses on customer contracts of $0.5 million during the nine months ended September 30, 2025, which was an decrease of $3.8 million from September 30, 2024.

The change in fair value of warrant liability amounting to nil and $0.1 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the nine months ended September 30, 2025 and 2024, respectively.

The Company accrued interest expense of $(0.3) million related to the loss contingency accrued in relation to the decision of F.E.R. in the amount of approximately €4.5 million for the nine months ended September 30, 2024.