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Abpro Holdings faces Nasdaq delisting after missing $1.00 bid price deadline

Tickers ABPO

Nasdaq told Abpro on September 30, 2025 that it had not regained compliance with the $1.00 minimum bid price. The company says it will ask an appeal panel for a hearing, which would stay the suspension, but the filing gives no assurance the panel will grant it more time.

Key facts

Company
Abpro Holdings Inc. (OTC: ABPO)
News type
Listings
Primary source
Abpro Holdings Inc. 8-K (2025-10-03)
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The notice

Abpro Holdings, Inc. said in a Form 8-K filed October 3, 2025 that Nasdaq has told it the company did not regain compliance with the exchange's minimum bid price rule, and that its common stock will be delisted unless the company appeals. The filing is made under Item 3.01, the item for a notice of delisting or failure to satisfy a continued listing rule.

Nasdaq Listing Rule 5450(a)(1) requires listed securities to keep a minimum bid price of $1.00 per share. Abpro received written notice of the shortfall from Nasdaq's Listing Qualifications Department on April 2, 2025. The letter gave the company 180 calendar days, until September 29, 2025, to regain compliance. On September 30, 2025, Nasdaq wrote to say the company had not done so. The 8-K says that unless the company requests an appeal by October 7, 2025, the common stock will be scheduled for delisting at the opening of business on October 9, 2025.

The appeal

The company says it intends to request a hearing before the Nasdaq appeal panel within that time. Under the filing, a hearing request stays the suspension of the company's securities pending the panel's decision or any extension of time the panel grants. At the hearing the company says it will present its plans to regain compliance with the bid price and all other continued listing requirements.

The filing is direct about the risk. It says there can be no assurance that the panel will grant the request for continued listing or that the company will be able to show compliance before any extension expires. The 8-K does not give a hearing date, a current share price, or the details of the plan it will present. It lists the common stock under the symbol ABP and the warrants, each exercisable for one share at $11.50, under ABPWW, both on The Nasdaq Stock Market LLC. The company's address on the filing is in Burlington, Massachusetts, and Miles Suk, its Chief Executive Officer, signed it.

How the company came to Nasdaq

Abpro's annual report, filed April 15, 2025, explains that on November 13, 2024 Atlantic Coastal Acquisition Corp. II completed its merger with Abpro Corporation and changed its name to Abpro Holdings, Inc. The merger was accounted for as a reverse recapitalization. At closing the company issued or reserved about 50,000,000 shares for Abpro Corporation shareholders, including 39,413,500 shares issued and 10,872,400 reserved for rollover restricted stock units and options. It also issued 3,367,401 shares to PIPE investors and 1,282,852 shares to vendors.

Financing from YA II PN

The annual report describes a series of arrangements with YA II PN, Ltd. Under a Standby Equity Purchase Agreement signed October 30, 2024, YA agreed to advance up to $5 million against promissory notes maturing in one year, and the company may issue shares to YA. On November 14, 2024 it issued a convertible promissory note for $3,000,000 with an 8% original issue discount and received net proceeds of $2,755,000. The note matures on November 13, 2025, carries no interest unless there is an uncured event of default, when the rate is 18%, and can be converted at the lower of 94% of the lowest daily volume weighted average price in the previous five trading days and $11.50. A low share price therefore means more shares issued on conversion.

A separate forward purchase agreement had YA buy 100,000 shares from redeeming shareholders at $11.36 per share, with the company placing about $1.1 million in escrow for YA. On January 28, 2025, YA terminated that agreement early, paying the company approximately $0.1 million based on a reset price of $1.317.

The business

Abpro describes itself as a biotechnology company developing antibody therapeutics for immuno-oncology and ophthalmology. Its two lead candidates, ABP-102 and ABP-201, use what it calls a tetravalent antibody format that binds two different targets with two binding sites for each. The 8-K gives no revenue, net loss or cash figures for the company.

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