YA II PN, Ltd. – SPA – The Standby Equity Purchase Agreement allows Abpro to require YA II PN, Ltd. to buy up to $50 million of common stock in tranches, each priced off the market: the purchase price is set at a fixed percentage discount to the Nasdaq Official Closing Price / VWAP calculated over a short, specified measurement period following each advance notice. Abpro may not sell more than the “Exchange Cap” of 336,733 shares (roughly 20 % of the shares then outstanding) at an average price below $129.30 unless it first secures additional stockholder approval, and YA’s beneficial ownership may not exceed the agreed-upon ownership cap at any time. The company controls the timing and size of each draw, issuing notices from time to time so long as the aggregate dollar limit has not been reached. Proceeds from each purchase are remitted to Abpro, while YA may immediately resell the shares under this registration statement.
S-8
Form S-8 - Securities to be offered to employees in employee benefit plans
