424B3 1 ea0266019-424b3_abpro.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-284021

PROSPECTUS SUPPLEMENT NO. 4

(to Prospectus dated May 5, 2025)

ABPRO HOLDINGS, INC.

This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284021). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

Our shares of Common Stock and Public Warrants are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “ABP” and “ABPW,” respectively. On November 14, 2025, the closing price of our Common Stock was $5.49 per share and the closing price of our Public Warrants was $0.02 per Public Warrant.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus and this prospectus supplement or determined if the Prospectus and this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 17, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-41224

Abpro Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-1013956

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 Summit Drive

Burlington, MA 01803

(Address of principal executive offices)

339-227-5961

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ABP	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $114.90	ABPWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2025, there were 2,716,278 shares of common stock, par value $0.0001 per share, issued and outstanding.

ABPRO HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements (Unaudited)		1
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024		3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		38
Item 4. Controls and Procedures		38
Part II. Other Information		39
Item 1. Legal Proceedings		39
Item 1A. Risk Factors		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 3. Defaults Upon Senior Securities		40
Item 4. Mine Safety Disclosures		40
Item 5. Other Information		40
Item 6. Exhibits		41
Part III. Signatures		42

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except for share and per share data)

	September 30,			December 31,
	2025			2024
	(unaudited)
Assets
Current assets:
Cash	$	328		$	2,850
Accounts receivable		271			271
Prepaid expenses and other current assets		611			358
Forward purchase agreement asset		-			155
Restricted cash		15			142
Total current assets		1,225			3,776

Property and equipment, net		-			37
Right-of-use asset - operating lease		-			418
Security deposits		66			66
Patents, net		169			176
SEPA put rights asset		243			188
Total assets	$	1,703		$	4,661

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	4,724		$	3,936
Accrued expenses		8,026			7,496
Excise taxes payable		4,401			4,401
Operating lease liability, current		-			456
Income taxes payable		-			366
Notes payable – related parties		147			147
Convertible notes		-			2,725
Embedded derivative liability		-			80
Total current liabilities		17,298			19,607

Commitments and Contingencies (Note 8)

Stockholders' deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, $0.0001 par value; 110,000,000 shares authorized; 2,672,222 and 1,727,192 shares issued, 2,672,222 and 1,694,414 shares outstanding at September 30, 2025 and December 31, 2024, respectively		-			-
Treasury stock, zero and 32,778 shares at September 30, 2025 and December 31, 2024, respectively, at cost		-			-
Additional paid-in capital		108,487			100,608
Accumulated deficit		(124,631	)		(116,103	)
Total Abpro Holdings, Inc.'s stockholders' deficit		(16,144	)		(15,495	)
Non-controlling interest		549			549
Total stockholders' deficit		(15,595	)		(14,946	)
Total liabilities and stockholders’ deficit	$	1,703		$	4,661

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reflects a 1-for-30 reverse stock split effective October 31, 2025

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except for share and per share data)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024

Revenue:
Research and development services	$	-		$	183		$	-		$	183

Operating expenses:
Research and development		243			642			881			2,469
General and administrative		1,093			1,472			5,674			4,864
Total operating expenses		1,336			2,114			6,555			7,333

Loss from operations		(1,336	)		(1,931	)		(6,555	)		(7,150	)

Other (expense) income:
Other income		-			-			200			3,556
Change in fair value of forward purchase agreement asset		-			-			(23	)		-
Change in fair value of SEPA put rights asset		230			-			55			-
Change in fair value of embedded derivative liability		(150	)		-			(773	)		-
Loss on settlement of convertible notes		(214	)		-			(358	)		-
Interest income		6			2			30			3
Interest expense		(193	)		(164	)		(1,104	)		(306	)
Total other (expense) income, net		(321	)		(162	)		(1,973	)		3,253

Net loss	$	(1,657	)	$	(2,093	)	$	(8,528	)	$	(3,897	)

Net loss per share, basic and diluted	$	(0.63	)	$	(3.27	)	$	(4.12	)	$	(6.09	)

Weighted averages shares outstanding
Weighted average shares outstanding - basic and diluted		2,613,889			640,606			2,069,965			639,996

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reflects a 1-for-30 reverse stock split effective October 31, 2025

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands except share and per share data)

(unaudited)

	Series A Redeemable,				Series B				Series C				Series D				Series E				Series F				Total Convertible																	Total
	Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Preferred Stock		Common Stock					Treasury Stock					Additional Paid-In		Accumulated			Abpro’s Stockholders’			Non-controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount		Shares			Amount		Shares			Amount		Capital		Deficit			Deficit			Interest		Deficit
Balances, as of December 31, 2024		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-	$	-		1,727,192		$	-		(32,778	)	$	-	$	100,608	$	(116,103	)	$	(15,495	)	$	549	$	(14,946	)

Common stock issued for services		-		-		-		-		-		-		-		-		-		-		-		-		-		5,000			-		-			-		-		-			-			-		-

Warrants issued to related party lender		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		714		-			714			-		714

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		308		-			308			-		308

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		-		(3,887	)		(3,887	)		-		(3,887	)

Balances, as of March 31, 2025		-		-		-		-		-		-		-		-		-		-		-		-		-		1,732,192			-		(32,778	)		-		101,630		(119,990	)		(18,360	)		549		(17,811	)

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		154		-			154			-		154

Common stock issued upon conversion of convertible notes		-		-		-		-		-		-		-		-		-		-		-		-		-		513,981			-		-			-		3,694		-			3,694			-		3,694

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		-		(2,984	)		(2,984	)		-		(2,984	)

Balances, as of June 30, 2025		-		-		-		-		-		-		-		-		-		-		-		-		-		2,246,173			-		(32,778	)		-		105,478		(122,974	)		(17,496	)		549		(16,947	)

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		78		-			78			-		78

Common stock issued upon conversion of convertible notes		-		-		-		-		-		-		-		-		-		-		-		-		-		367,491			-		-			-		2,243		-			2,243			-		2,243

Issuance of Advance Shares, net of issuance costs		-		-		-		-		-		-		-		-		-		-		-		-		-		91,336			-		-			-		688		-			688			-		688

Cancellation of Treasury Stock		-		-		-		-		-		-		-		-		-		-		-		-		-		(32,778	)		-		32,778			-		-		-			-			-		-

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-		-			-		-		(1,657	)		(1,657	)		-		(1,657	)

Balances, as of September 30, 2025		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-		-	$	-	$	-		2,672,222		$	-		-		$	-	$	108,487	$	(124,631	)	$	(16,144	)	$	549	$	(15,595	)

	Series A Redeemable,				Series B				Series C				Series D				Series E				Series F				Total Convertible																	Total
	Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Preferred Stock		Common Stock				Treasury Stock						Additional Paid-In		Accumulated			Abpro’s Stockholders’			Non-controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit			Interest		Deficit
Balances, as of December 31, 2023		3,938,098	$	1,795		1,281,402	$	1,401		4,101,409	$	14,949		2,679,397	$	17,622		6,756,246	$	29,841		1,136,049	$	9,991	$	75,599		646,044	$	-		(7,006	)	$	(33	)	$	19,920	$	(108,871	)	$	(88,984	)	$	549	$	(88,435	)

Vesting of restricted stock units		-		-		-		-		-		-		-		-		-		-		-		-		-		639		-		-			-			-		-			-			-		-

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-			563		-			563			-		563

Net income		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		636			636			-		636

Balances, as of March 31, 2024		3,938,098		1,795		1,281,402		1,401		4,101,409		14,949		2,679,397		17,622		6,756,246		29,841		1,136,049		9,991		75,599		646,683		-		(7,006	)		(33	)		20,483		(108,235	)		(87,785	)		549		(87,236	)

Vesting of restricted stock units		-		-		-		-		-		-		-		-		-		-		-		-		-		639		-		-			-			-		-			-			-		-

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-			553		-			553			-		553

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		(2,440	)		(2,440	)		-		(2,440	)

Balances, as of June 30, 2024		3,938,098		1,795		1,281,402		1,401		4,101,409		14,949		2,679,397		17,622		6,756,246		29,841		1,136,049		9,991		75,599		647,322		-		(7,006	)		(33	)		21,036		(110,675	)		(89,672	)		549		(89,123	)

Vesting of restricted stock units		-		-		-		-		-		-		-		-		-		-		-		-		-		554		-		-			-			-		-			-			-		-

Share-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-			415		-			415			-		415

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		(2,093	)		(2,093	)		-		(2,093	)

Balances, as of September 30, 2024		3,938,098	$	1,795		1,281,402	$	1,401		4,101,409	$	14,949		2,679,397	$	17,622		6,756,246	$	29,841		1,136,049	$	9,991	$	75,599		647,876	$	-		(7,006	)	$	(33	)	$	21,451	$	(112,768	)	$	(91,350	)	$	549	$	(90,801	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reflects a 1-for-30 reverse stock split effective October 31, 2025

ABPRO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands except share and per share data)

(unaudited)

	For the Nine Months Ended September 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(8,528	)	$	(3,897	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		18			67
Share-based compensation		1,158			1,531
Amortization of operating lease right-of-use assets		418			408
Non-cash interest expense		854			53
Loss on settlement of convertible notes		358			-
Other income (see Note 2)		(200	)		(3,556	)
Amortization of debt discount		160			-
Change in fair value of forward purchase agreement asset		23			-
Change in fair value of SEPA put rights asset		(55	)		-
Change in fair value of embedded derivative liability		773			-
Changes in operating assets and liabilities:
Accounts receivable		-			(183	)
Prepaid expenses and other current assets		(257	)		(93	)
Accounts payable		787			325
Accrued expenses		(73	)		551
Income taxes payable		(366	)		-
Operating lease liability		(456	)		(421	)
Net cash used in operating activities		(5,386	)		(5,215	)

Cash Flows from Investing Activities:
Proceeds from sales of property and equipment		26			-
Net cash provided by investing activities		26			-

Cash Flows from Financing Activities:
Proceeds from settlement of Forward Purchase Agreement		132			-
Proceeds from issuances of debt		1,840			4,877
Proceeds from issuance of Note payable		553			-
Payments on Note payable		(553	)		-
Issuance of Advance Shares		739			-
Payment of offering costs		-			(365	)
Repayment of finance lease liabilities		-			(17	)
Net cash provided by financing activities		2,711			4,495

Net change in cash and restricted cash		(2,649	)		(720	)
Cash and restricted cash - beginning of period		2,992			861
Cash and restricted cash - end of period	$	343		$	141

Supplemental disclosure of cash flow information and non-cash transactions:
Interest paid	$	21		$	1
Issuance costs for Advance Shares included in accrued expenses	$	51		$	-
Fair value of common stock issued for services	$	161		$	-
Common stock issued in settlement of convertible notes and embedded derivative liability	$	5,937		$	-
Deferred offering costs included in accounts payable	$	-		$	575
Reclassification of residual value guarantees under finance lease to accrued expense	$	-		$	113

As reported within the unaudited condensed consolidated balance sheets:
Cash	$	328		$	1
Restricted cash		15			140
Total cash and restricted cash as presented in the balance sheet	$	343		$	141

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ABPRO HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

(unaudited)

1.	Organization and Description of the Business

Organization

Abpro Holdings, Inc. and its subsidiaries, (the “Company”) is a biotechnology company dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threatening diseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, primarily in the areas of immuno-oncology, ophthalmology and infectious disease.

On November 13, 2024 (the “Closing Date”), Atlantic Coastal Acquisition Corp. II (“ACAB”) consummated a merger (the “Merger”) pursuant to the terms of the Merger Agreement, dated as of December 11, 2023 (the “Merger Agreement”) by and among Abpro Corporation (“Legacy Abpro”), ACAB, and Abpro Merger Sub Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of ACAB prior to the Closing Date. Pursuant to the Merger Agreement, on the Closing Date, (i) ACAB changed its name to “Abpro Holdings, Inc.” (“New Abpro”), and (ii) Merger Sub merged with and into Legacy Abpro, with Legacy Abpro as the surviving company in the Merger (such transactions, the “Merger,” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). Shares of the New Abpro common stock commenced trading on the Nasdaq Global Market on November 14, 2024.

After giving effect to the Merger, Legacy Abpro became a wholly owned subsidiary of the Company. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP, and under this method of accounting, ACAB was treated as the acquired company for financial reporting purposes and Legacy Abpro was treated as the acquirer. Operations prior to the Merger are those of Legacy Abpro. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related price information to give effect to the Exchange Ratio as set forth in the Merger Agreement (see Note 3). The “Company” refers to Abpro Holdings, Inc. and its subsidiaries, including Abpro Corporation, prior to and subsequent to the Merger. Legacy Abpro is the accounting acquirer in the Merger and, as such, the condensed consolidated financial statements for the three months and nine months ended September 30, 2024 present operations of Legacy Abpro prior to the Merger Date.

Refer to Note 3 — Merger for further details of the Merger.

Reverse Stock Split

On October 16 , 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective on October 31, 2025 (the “Effective Time”), to effect a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”), of the shares of the Company’s common stock, par value $0.0001 per share. The Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on October 10, 2025. The Company’s common stock began trading on a reverse stock split-adjusted basis upon market opening on November 3, 2025.

As a result of the Reverse Stock Split, every 30 shares of issued and outstanding common stock will be automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio will be entitled to receive an additional fraction of a share of common stock to round up to the next whole share.

All of the Company’s historical share and per share information related to issued and outstanding common stock, restricted stock units, and options and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect this 1:30 reverse stock split.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Going Concern

The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Through September 30, 2025, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the issuance of shares under SEPA (see Notes 11 and 16), as well as from the Merger and the PIPE Financing (see Note 3), and to a lesser extent, payments received in connection with collaboration and license agreements.

As of September 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $124,631 and $116,103, respectively. The Company’s net loss was $1,657 and $8,528 for the three and nine months ended September 30, 2025, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its product candidates.

On April 2, 2025, the Company received written notice (the “Notice”) from the Listing Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Pursuant to the Nasdaq Listing Rules, the Company has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. The letter stated that the Company had 180 calendar days, or until September 29, 2025, to regain compliance.

On April 10, 2025, the Company received two letters from the Staff of Nasdaq. One letter (the “MVPHS Notice”) indicated that based upon Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last 30 consecutive business days prior to the date of the MVPHS Notice, the Company no longer meets the requirements of Nasdaq Listing Rule 5450(b)(2)(C), which requires listed securities to maintain a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”). The second letter notified the Company that from February 20, 2025, to April 9, 2025, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). Each letter stated that the Company had 180 calendar days, or until October 7, 2025, to regain compliance.

On September 30, 2025, the Company received a letter from Nasdaq notifying the Company that it had not regained compliance with the Minimum Bid Price Requirement during the compliance period. Accordingly, the Company timely requested a hearing before the appeal panel (the “Panel”), which stayed the suspension of the Company’s securities with Nasdaq pending the Panel’s decision or any extension of time provided by the Panel to regain compliance.

On October 14, 2025, the Company received a letter (the “Notice”) from Nasdaq notifying the Company that it had not regained compliance with either the MVPHS Requirement or the MVLS Requirement during the compliance period.

The Hearing was held on October 30, 2025. During the Hearing, the Company presented its plans to regain compliance with the Minimum Bid Price Requirement, the MVPHS Requirement and the MVLS Requirement. On November 10, 2025, the Company received a decision letter from the Panel granting the Company’s request for continued listing on The Nasdaq Stock Market, subject to the Company’s strict adherence to certain interim deadlines and conditions. The Panel will maintain jurisdiction over the Company’s listing through March 30, 2026, and may reconsider the terms of the exception or delist the Company if it fails to meet any of the imposed deadlines or becomes deficient with any listing rule during this period. There can be no assurance that the Company will be able to meet the conditions imposed by the Panel or regain and maintain compliance with Nasdaq’s listing requirements. Failure to do so may result in the delisting of the Company’s securities from Nasdaq.

On June 23, 2025, the Company received net proceeds of $1,840 from the Second Convertible Note pursuant to the SEPA (see Note 11).

In July and August 2025, the Company issued three Advance Notices to YA (see Note 11) in accordance with the terms of the SEPA, under which YA purchased from the Company 91,336 common stock shares, raising $688 in total net proceeds.

As of September 30, 2025, the Company had cash of $328. Due to its current liabilities, the cash available to the Company will not be sufficient to allow the Company to operate for at least 12 months from the date these financial statements are available for issuance. The future viability of the Company is largely dependent on its ability to raise additional capital to finance its operations. The Company expects to seek additional funding through equity and debt financings, collaboration agreements and research grants. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects.

Accordingly, based on the considerations discussed above, management has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. The Company plans to continue to fundraise, as well as seek alternate revenues from collaboration and license agreements. If adequate funds are not available, the Company may be required to initiate steps to slow cash burn, extending the cash runway until financing can be secured. The condensed consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might result from the outcome of this uncertainty.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements include all of the accounts of the Company and its subsidiaries, Abpro Corporation and AbMed Corporation (“AbMed”). All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation with no material impact on the condensed consolidated financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include stock-based compensation expense, the fair value of derivative instruments, the fair value of options and warrants, pre-clinical and clinical accrued expenses, the valuation and realizability of deferred tax assets, and the ability to continue as a going concern. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates.

In March 2022, the Company received an invoice from Mabwell (Shanghai) Bioscience Co., Ltd. (“Mabwell”) for approximately $3,500 in connection with the manufacturing of certain clinical material for the Company. The Company recorded the estimated amount in accounts payable based on the information available at the time, and subsequently engaged in discussion with Mabwell about the invoiced amount and its validity. The Company continued to disput

SEC Form 424B3 filed by Abpro Holdings Inc