1、2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm1/234As filed with the U.S.Securities and Exchange Commission on May 21,2025Registration No.333-UNITED STATESSECURITIES

2、AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Abpro Holdings,Inc.(Exact Name of Registrant as Specified in its Charter)Delaware 2834 87-1013956(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassif

3、ication Code Number)(I.R.S.EmployerIdentification No.)68 Cummings Park DriveWoburn,MA 01801Tel:1-800-396-5890(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Miles SukChief Executive Officer68 Cummings Park DriveWoburn,MA 01801Tel:1-800-

4、396-5890(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies to:Jonathan H.TalcottE.Peter StrandMichael K.Bradshaw,Jr.Nelson Mullins Riley&Scarborough LLP101 Constitution Ave NW,Suite 900Washington,DC 20001Telephone:(202)689-2800 Approximate date of c

5、ommencement of proposed sale to public:From time to time after the effective date hereof.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to re

6、gister additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuan

7、t to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the f

8、ollowing box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.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 emergi

9、ng growth company.See the definitionsof“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 emergi

10、ng 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 standardsprovided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement o

11、n such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statemen

12、t shall becomeeffective on such date as the SEC,acting pursuant to Section 8(a)of the Securities Act,may determine.2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm2/234

13、 The information contained in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell these securities and it is

14、not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 21,2025 Abpro Holdings,Inc.20,699,242 shares of Common Stock This prospectus relates to the offer and resale from time to time,up to 20,699,242 s

15、hares of Common Stock,par value$0.0001 per share(the“Common Stock”),of Abpro Holdings,Inc.(the“Company”or“New Abpro”),issuable pursuant to the Standby Equity Purchase Agreement(the“SEPA”)with YA II PN,Ltd.(“YA”or“Selling Securityholder”),in which YA has committedto purchase from us,at our direction,

16、up to$50,000,000 of shares of Common Stock,subject to terms and conditions specified in the SEPA.Our registration of the securities covered by this prospectus does not mean that YA will offer or sell any of the shares of Common Stock.YA may offer,sell or distribute all or a portion oftheir Common St

17、ock publicly or through private transactions at prevailing market prices or at negotiated prices.We will not receive any proceeds from the sale of the Common Stock by YA pursuantto this prospectus.However,we may receive up to$50,000,000 in aggregate gross proceeds from sales of the Common Stock to Y

18、A that we may,in our discretion,elect to make,from time to timeafter the date of this prospectus,pursuant to the SEPA.The sale of the Common Stock being offered by YA pursuant to this prospectus,or the perception that these sales could occur,could result in adecline in the public trading price of ou

19、r Common Stock.Though we have been advised by YA and YA represents in the SEPA,that YA is purchasing the Common Stock for its own account,forinvestment purposes in which it takes investment risk(including,without limitation,the risk of loss),and without any view or intention to distribute such share

20、s in violation of the Securities Act of1933,as amended(the“Securities Act”)or any other applicable securities laws,the Securities and Exchange Commission(the“SEC”)may take the position that YA may be deemed an“underwriter”within the meaning of Section 2(a)(11)of the Securities Act and any profits on

21、 the sales of shares of our Common Stock by YA and any discounts,commissions or concessions receivedby YA are deemed to be underwriting discounts and commissions under the Securities Act.Our Common Stock and our Public Warrants are listed on the Nasdaq Global Market under the symbols“ABP”and“ABPWW,”

22、respectively.On May 20,2025,the closing price of ourCommon Stock was$0.25 and the closing price for our Public Warrants was$0.01.We are an“emerging growth company”as defined under the federal securities laws and,as such,have elected to comply with certain reduced public company reportingrequirements

23、.Investing in our Common Stock and Warrants is highly speculative and involves a high degree of risk.See the section entitled“Risk Factors”beginning on page 7 of thisprospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these sec

24、urities or passed upon the accuracy or adequacy ofthis prospectus.Any representation to the contrary is a criminal offense.The date of this prospectus is ,2025 2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/0

25、00121390025046533/ea0242615-s1_abpro.htm3/234 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii FREQUENTLY USED TERMS iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS v PROSPECTUS SUMMARY 1 THE OFFERING 6 RISK FACTORS 7 COMMITTED EQUITY FINANCING 56 USE OF PROCEEDS 59 MARKET INFORMATION FOR COMMON

26、STOCK AND DIVIDEND POLICY 59 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ABPRO 60 DESCRIPTION OF NEW ABPROS BUSINESS 68 DIRECTORS AND EXECUTIVE OFFICERS 107 EXECUTIVE COMPENSATION 115 PRINCIPAL STOCKHOLDERS 124 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANS

27、ACTIONS 125 DESCRIPTION OF CAPITAL STOCK 131 SELLING STOCKHOLDERS 138 PLAN OF DISTRIBUTION 139 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 141 EXPERTS 147 CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 147 WHERE YOU CAN FIND MORE INFORMATION 148 INDEX TO FINANCIAL STATEMENTS F-1 i2025/5/23 14:21sec

28、.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm4/234 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange

29、 Commission(the“SEC”)using the“shelf”registration process.Under thisshelf registration process,the Selling Securityholders may,from time to time,sell the securities offered by them described in this prospectus.We will not receive any proceeds from the sale by suchSelling Securityholders of the secur

30、ities offered by them described in this prospectus.We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating tothese offerings.The prospectus supplement or post-effective ame

31、ndment,as the case may be,may add,update or change information contained in this prospectus with respect to such offering.Ifthere is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment,you should rely on the prospectus sup

32、plement or post-effective amendment,as applicable.Before purchasing any of the Common Stock or Warrants,you should carefully read this prospectus and any prospectus supplement and/or post-effectiveamendment,as applicable,together with the additional information described under“Where You Can Find Mor

33、e Information.”Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and anyprospectus supplement and/or post-effective amendment,as applicable,prepared by or on behalf of us

34、or to which we have referred you.We and the Selling Securityholders take no responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.We and the Selling Securityholders will not make an offer to sell the Common Stock or Warrantsin any jur

35、isdiction where the offer or sale is not permitted.You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment,asapplicable,is accurate only as of the date on the respective cover.Our business,prospects,financial condition or resu

36、lts of operations may have changed since those dates.This prospectus contains,and any prospectus supplement or post-effective amendment may contain,market data and industry statistics and forecasts that are based on independent industry publications and other publiclyavailable information.Although w

37、e believe these sources are reliable,we do not guarantee the accuracy or completeness of this information,and we have not independently verified this information.In addition,the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-e

38、ffective amendment,as applicable,may involve estimates,assumptions and other risks and uncertainties and are subject to change based on various factors,including those discussed under“Risk Factors”in this prospectus and any prospectus supplementand/or post-effective amendment,as applicable.According

39、ly,investors should not place undue reliance on this information.On November 13,2024,Atlantic Coastal Acquisition Corp.II(“ACAB”)completed a series of transactions that resulted in the combination(the“Business Combination”)of ACAB withAbpro Corporation pursuant to the previously announced Business C

40、ombination Agreement,dated December 11,2023,amended by an amendment dated September 4,2024(the“BCA”),by andamong ACAB,Abpro Merger Sub Corp.,a Delaware corporation and a wholly owned subsidiary of ACAB(“Merger Sub”),and Abpro Corporation(the“Closing”),following the approval at thespecial meeting of

41、the shareholders of ACAB held on November 7,2024(the“Special Meeting”).On November 12,2024,pursuant to the BCA,and as described in greater detail in the Companysfinal prospectus and definitive proxy statement,which was filed with the SEC on October 18,2024(the“Proxy Statement/Prospectus”),Merger Sub

42、 merged with and into Abpro Corporation,withAbpro Corporation surviving the merger as a wholly owned subsidiary of ACAB,and ACAB changed its name to Abpro Holdings,Inc.As consideration for the Business Combination,New Abproissued to or reserved for Abpro Corporation shareholders an aggregate of appr

43、oximately 50,000,000 shares of Common Stock,consisting of 39,123,200 shares of Common Stock issued to AbproCorporation shareholders,and 10,872,400 shares of Common Stock reserved for issuance in connection with certain Abpro Corporation rollover RSUs and stock options(collectively,the“MergerConsider

44、ation”).In addition,New Abpro issued an aggregate of 3,367,401 shares of Common Stock to the PIPE investors in connection with a private investment in public equity(the“PIPEFinancing”),an aggregate of 1,282,852 shares of Common Stock to various vendors in connection with the Closing(the“Vendor Share

45、s”),and Atlantic Coastal Acquisition Management II LLC,aDelaware limited liability company(the“Sponsor”)forfeited and New Abpro cancelled 966,442 shares of Common Stock.As of the Effective Date,as defined in the SEPA,there were 50,535,272 shares of Common Stock outstanding,and therefore the Exchange

46、 Cap would be 10,102,000 shares of CommonStock.Thus,we previously registered the maximum amount that we could register without obtaining approval of stockholders in accordance with Nasdaqs“minimum price rule.”However,pursuantto the SEPA,if the Company desires to issue more than 10,102,000 shares of

47、Common Stock at an average price per share that does not equal or exceed$4.31(which represents the lower of(i)theNasdaq Official Closing Price(as reflected on N)immediately preceding the Effective Date;or(ii)the average Nasdaq Official Closing Price for the five trading days immediatelypreceding the

48、 Effective Date),it would be required to obtain stockholder approval under the Nasdaq listing rules(the“Stockholder Approval”).On April 8,2025,the Company held a special meetingof stockholders and obtained the Stockholder Approval for the issuance of shares pursuant to the SEPA,which may represent m

49、ore than 20%of the Companys issued and outstanding Common Stockas of the date of the SEPA.ii2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm5/234 FREQUENTLY USED TERMS

50、Unless otherwise stated in this prospectus,the terms“we,”“us,”“our”or“New Abpro”refer to Abpro Holdings,Inc.,a Delaware corporation,and its consolidated subsidiaries.In addition,in this prospectus,unless otherwise noted or the context otherwise requires,references to:“ACAB”are to Atlantic Coastal Ac

51、quisition Corp.II,a Delaware corporation;“ACAB IPO”are to the initial public offering by ACAB which closed on January 19,2022;“Abpro”are to Abpro Corporation,a Delaware corporation;“Additional Sponsor Shares”are to the 600,601 newly issued shares of Common Stock to be issued to the Sponsor at the Cl

52、osing;“BCA”or“Business Combination Agreement”are to the Business Combination Agreement,dated as of December 11,2023,by and among ACAB,Merger Sub and Abpro,as amended;“Board”are to the board of directors of New Abpro;“Business Combination”are to the transactions contemplated by the BCA;“Bylaws”are to

53、 the amended and restated bylaws of New Abpro,dated November 12,2024;“Closing”are to the closing of the Business Combination,which was completed on November 13,2024;“Closing Date”are to November 13,2024;“Code”are to the Internal Revenue Code of 1986,as amended;“Continental”means Continental Stock Tr

54、ansfer&Trust Company,the transfer agent.“ACAB Common Stock”are to Series A common stock and Series B common stock of ACAB;“Company Owners”are to the stockholders of Abpro prior to the Closing;“DGCL”are to the Delaware General Corporation Law,as amended;“Exchange Act”are to the Securities Exchange Ac

55、t of 1934,as amended;“Charter”are to the second amended and restated certificate of incorporation of New Abpro,dated November 12,2024;“Founder Shares”are to(i)the one(1)share of ACABs Series B common stock held by the Sponsor;(ii)the 7,499,999 shares of ACABs Series B common stock that were converte

56、d bythe Initial Stockholders into ACABs Series A common stock on April 18,2023;and(iii)ACABs Series A common stock issued upon the automatic conversion of the one(1)share of ACABs SeriesB common stock at the time of the Business Combination.“GAAP”are to generally accepted accounting principles in th

57、e United States,as applied on a consistent basis;“Initial Stockholders”are to the Sponsor,Apeiron Investment Group and certain directors of ACAB who hold Founder Shares as of the date of this prospectus;iii2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmht

58、tps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm6/234 “Merger Sub”are to Abpro Merger Sub Corp.,a Delaware corporation;“New Abpro Incentive Plan”are to the Abpro Holdings,Inc.2024 Equity Incentive Plan;“PIPE Financing”are to the proposed issuance and sale to the

59、 Subscribers,on the Closing Date,of the PIPE Shares at an effective purchase price of$3.33 per share.“PIPE Shares”are to the 3,367,401 newly issued shares of Common Stock(including the Incentive Shares)to be issued to the Subscribers pursuant to the Subscription Agreements in thePIPE Financing;“Plac

60、ement Warrants”are to ACABs warrants issued to the Sponsor in a private placement simultaneously with the closing of the ACAB IPO;“Public Shares”are to shares of ACABs Series A common stock sold as part of the units in the ACAB IPO(whether they were purchased in the ACAB IPO or thereafter in the ope

61、nmarket);“public stockholders”are to the holders of ACABs Public Shares,including the Sponsor and ACABs directors and officers to the extent the Sponsor and ACABs directors or officerspurchase Public Shares;provided,that each of their status as a“public stockholder”shall only exist with respect to s

62、uch Public Shares;“Public Warrants”are to ACABs warrants sold as part of the units in the ACAB IPO(whether they were purchased in the ACAB IPO or thereafter in the open market);“SEC”are to the Securities and Exchange Commission;“Securities Act”are to the Securities Act of 1933,as amended;“Series A c

63、ommon stock”are to the Series A common stock,par value$0.0001 per share,of ACAB;“Series B common stock”are to the Series B common stock,par value$0.0001 per share,of ACAB;“Sponsor”are to Atlantic Coastal Acquisition Management II LLC,a Delaware limited liability company;“Sponsor Letter Agreement”are

64、 to the Amended Sponsor Letter Agreement,dated January 18,2024,among Abpro,ACAB,the Sponsor and Abpro Bio International,Inc.;“Subscription Agreements”are to the Subscription Agreements,dated as of August 22,2024,by and between ACAB and each of the subscribers,pursuant to which each such Subscriberag

65、reed to purchase PIPE Shares;“VWAP”are to volume weighted average price;and“Warrants”are to the Public Warrants and the Placement Warrants.“Yorkville”and“YA”are to YA II PN,Ltd.Unless specified otherwise,amounts in this proxy statement/prospectus are presented in United States(“U.S.”)dollars.Defined

66、 terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.iv2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/0001213900250465

67、33/ea0242615-s1_abpro.htm7/234 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements,including statements about the anticipated benefits of the Business Combination,and the financial conditions,results of operations,earnings outlook and prospects of

68、 New Abpro and other statements about the period following the consummation of the Business Combination.Forward-looking statements appear in a number ofplaces in this prospectus including,without limitation,in the sections titled“New Abpros Managements Discussion and Analysis of Financial Condition

69、and Results of Operations”and“Business ofNew Abpro.”In addition,any statements that refer to projections,forecasts or other characterizations of future events or circumstances,including any underlying assumptions,are forward-lookingstatements.Forward-looking statements are typically identified by wo

70、rds such as“plan,”“believe,”“expect,”“anticipate,”“intend,”“outlook,”“estimate,”“forecast,”“project,”“continue,”“could,”“may,”“might,”“possible,”“potential,”“predict,”“should,”“would”and other similar words and expressions,but the absence of these words does not mean that a statement is not forward-

71、looking.The forward-looking statements are based on the current expectations of the management of New Abpro and are inherently subject to uncertainties and changes in circumstances and theirpotential effects and speak only as of the date of such statement.There can be no assurance that future develo

72、pments will be those that have been anticipated.All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this prospectus and attributable to New Abpro or any personacting on their behalf are expressly qualified in their entirety by

73、the cautionary statements contained or referred to in this prospectus.Except to the extent required by applicable law or regulation,New Abpro undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occ

74、urrence of unanticipated events.v2025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm8/234 PROSPECTUS SUMMARY This summary highlights certain information appearing elsewher

75、e in this prospectus.Because it is only a summary,it does not contain all of the information that you should considerbefore investing in our Securities and it is qualified in its entirety by,and should be read in conjunction with,the more detailed information appearing elsewhere in this prospectus.B

76、efore youdecide to invest in our Securities,you should read the entire prospectus carefully,including“Risk Factors”and the financial statements of New Abpro and related notes thereto includedelsewhere in this prospectus.The Company New Abpro is a biotechnology company dedicated to developing next-ge

77、neration antibody therapeutics with the goal of improving the lives of patients with severe and life-threateningdiseases.New Abpro is focused on novel antibody constructs for immuno-oncology and ophthalmology.By leveraging its proprietary DiversImmune and MultiMabTM antibody discovery andengineering

78、 platforms,New Abpro is developing a pipeline of next-generation antibodies,both independently and through collaborations with global pharmaceutical and research institutions.The Background On November 13,2024,ACAB completed a series of transactions that resulted in the combination(the“Business Comb

79、ination”)of ACAB with Abpro Corporation pursuant to thepreviously announced Business Combination Agreement,dated December 11,2023,amended by an amendment dated September 4,2024(the“BCA”),by and among ACAB,Abpro Merger SubCorp.,a Delaware corporation and a wholly owned subsidiary of ACAB(“Merger Sub”

80、),and Abpro Corporation(the“Closing”),following the approval at the special meeting of theshareholders of ACAB held on November 7,2024(the“Special Meeting”).On November 12,2024,pursuant to the BCA,and as described in greater detail in the Companys final prospectus anddefinitive proxy statement,which

81、 was filed with the U.S.Securities and Exchange Commission(the“SEC”)on October 18,2024(the“Proxy Statement/Prospectus”),Merger Sub merged withand into Abpro Corporation,with Abpro Corporation surviving the merger as a wholly owned subsidiary of ACAB,and ACAB changed its name to Abpro Holdings,Inc.As

82、 consideration for theBusiness Combination,New Abpro issued to or reserved for Abpro Corporation shareholders an aggregate of approximately 50,000,000 shares of Common Stock,consisting of 39,123,200 sharesof Common Stock issued to Abpro Corporation shareholders,and 10,872,400 shares of Common Stock

83、reserved for issuance in connection with certain Abpro Corporation rollover RSUs andstock options(collectively,the“Merger Consideration”).In addition,New Abpro issued an aggregate of 3,367,401 shares of Common Stock to the PIPE investors in connection with the PIPEFinancing,an aggregate of 1,282,852

84、 Vendor Shares to various vendors in connection with the Closing,and Sponsor forfeited and New Abpro cancelled 966,442 shares of Common Stock.Simultaneous with the Closing,New Abpro also completed its previously announced private investment in public equity,issuing 1,122,467 shares of Common Stock a

85、nd 2,244,934Incentive Shares in the PIPE Financing,which raised$7.0 million in gross proceeds.Our Common Stock and our Public Warrants are listed on the Nasdaq Global Market under the symbols“ABP”and“ABPWW,”respectively.On May 20,2025,the closing price of ourCommon Stock was$0.25 and the closing pri

86、ce for our Public Warrants was$0.01.There is no assurance that the holders of the Warrants will elect to exercise any or all of the Warrants,which could impact our liquidity position.To the extent that the Warrants areexercised on a“cashless basis,”the amount of cash we would receive from the exerci

87、se of the Warrants will decrease.We believe the likelihood that Warrant holders will exercise their Warrants,and therefore the amount of cash proceeds that we would receive is,among other things,dependent upon the market price of our Common Stock.If the market price for our Common Stock is lessthan

88、the applicable exercise price of$3.83,subject to adjustment as described herein,we believe such holders will be unlikely to exercise their Warrants.Based on our current operating plan,ourexisting cash and cash equivalents will be insufficient to meet our anticipated cash needs for working capital,fi

89、nancial liabilities and capital expenditures for the next 12 months from the date ofthis filing.To finance our operations beyond that point,we would need to raise additional capital,which cannot be assured.The Company does not believe this offering will have a significantimpact on our ability to rai

90、se additional financing,although it may impact the per share price and shares issued in future capital raise.12025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm9/234 The

91、Common Stock being registered for resale in this prospectus represent a substantial percentage of our public float and of our outstanding Common Stock.The number of shares beingregistered in this prospectus represents approximately 34.1%of the total Common Stock outstanding as of May 20,2025,which w

92、as 60,787,272 shares of Common Stock.The sale of thesecurities being registered in this prospectus,or the perception in the market that such sales may occur,could result in a significant decline in the public trading price of our Common Stock.The rights of holders of our Common Stock and Warrants ar

93、e governed by our second amended and restated certificate of incorporation(the“Charter”)and our amended and restatedbylaws(the“Bylaws”)and the General Corporation Law of the State of Delaware(the“DGCL”),and in the case of the Warrants,the Public Warrant Agreement,dated January 13,2022,by andbetween

94、ACAB and Continental Stock Transfer&Trust Company(the“Public Warrant Agreement”)and the Private Warrant Agreement,dated January 13,2022,by and between ACAB andContinental Stock Transfer&Trust Company(the“Private Warrant Agreement”and,together with the Public Warrant Agreement,the“Warrant Agreements”

95、).See the section entitled“Description of Capital Stock.”Implications of Being an Emerging Growth Company We are an“emerging growth company”as defined in Section 2(a)of the Securities Act of 1933,as amended(the“Securities Act”),as modified by the Jumpstart Our Business StartupsAct of 2012(the“JOBS A

96、ct”).As an emerging growth company,we may benefit from specified reduced disclosure and other requirements that are otherwise applicable generally to publiccompanies.These provisions include:presentation of only two years of audited financial statements and only two years of related managements disc

97、ussion and analysis of financial condition and results of operations inthis prospectus;reduced disclosure about our executive compensation arrangements;no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements;exemption from any requirement of the Public Co

98、mpany Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors report providingadditional information about the audit and the financial statements(i.e.,an auditor discussion and analysis);and exemption from the auditor attestation requirement in the assessme

99、nt of our internal control over financial reporting.We may benefit from these exemptions until we cease to be an emerging growth company.We will cease to be an emerging growth company upon the earliest of:(a)the last day of thefiscal year in which we have total annual gross revenues of$1.235 billion

100、 or more;(b)the last day of the fiscal year following the fifth anniversary of the date of the completion of the ACAB IPO;(c)the date on which we have issued more than$1 billion in nonconvertible debt during the previous three years;or(d)the date on which we are deemed to be a“large accelerated”file

101、r under theSecurities Exchange Act of 1934,as amended(the“Exchange Act”).We may choose to benefit from some but not all of these reduced disclosure obligations in future filings.If we do,theinformation that we provide stockholders may be different than you might get from other public companies in wh

102、ich you hold stock.Summary Risk Factors You should consider all the information contained in this prospectus before making a decision to invest in our Securities.In particular,you should consider the risk factors describedunder“Risk Factors”beginning on page 7.Such risks include,but are not limited

103、to,the following risks with respect to the Company subsequent to the Business Combination:Risks Related to Our Business and Industry Our management has concluded that uncertainties around our ability to raise additional capital raise substantial doubt about our ability to continue as a going concern

104、,including drugdevelopment;Drug development is a highly uncertain undertaking and involves a substantial degree of risk;22025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.ht

105、m10/234 Our product candidates are in early stages of development and have never been tested in a human subject;The market may not be receptive to our product candidates based on our novel therapeutic modality,and we may not generate any revenue from the sale or licensing of productcandidates;We wil

106、l need substantial additional funds to advance development of our product candidates,and we cannot guarantee that we will have sufficient funds available in the future todevelop and commercialize our current or future product candidates;Through our AbMed subsidiary,we have in-licensed certain intell

107、ectual property rights relating to ABP-201 from MedImmune Limited,or MedImmune(now AstraZeneca),and arein breach of the terms of our license agreement with MedImmune/AstraZeneca;We have entered,and may in the future seek to enter,into collaborations with third parties for the development and commerc

108、ialization of our product candidates.If suchcollaborations are not successful,we may not be able to capitalize on the market potential of our product candidates;If our partners cease development efforts under our existing or future collaborations,or if any of those agreements is terminated,these col

109、laborations may fail to lead to commercialproducts,and we may never receive milestone payments or future royalties under these agreements;If third parties on which we intend to rely on to conduct certain preclinical studies,or any future clinical trials,do not perform as contractually required,fail

110、to satisfy regulatory orlegal requirements or miss expected deadlines,our development program could be delayed with material and adverse effects on our business,financial condition,results of operationsand prospects;Because we may rely on third-party manufacturing and supply partners for preclinical

111、 and clinical development materials,our supply may become limited or interrupted or may notbe of satisfactory quantity or quality;We face competition from entities that have developed or may develop product candidates for the treatment of the diseases that we are initially targeting,including compan

112、iesdeveloping novel treatments and technology platforms;Any inability to attract and retain qualified key management,technical personnel and employees would impair our ability to implement our business plan;and Litigation and legal proceedings may substantially increase our costs and harm our busine

113、ss.Risks Related to Intellectual Property If we are unable to obtain or protect intellectual property rights related to our technology and current or future product candidates,or if our intellectual property rights are inadequate,we may not be able to compete effectively;If we fail to comply with ou

114、r obligations under any license,collaboration or other intellectual property related agreements,we may be required to pay damages and could loseintellectual property rights that are necessary for developing,commercializing and protecting our current or future technologies or product candidates or we

115、 could lose certain rightsto grant sublicenses;Patent terms may be inadequate to protect our competitive position on our current or future technologies or product candidates for an adequate amount of time;32025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmht

116、tps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm11/234 We may not be able to protect our intellectual property rights throughout the world,which could negatively impact our business;and If we are unable to protect the confidentiality of our trade secrets,our bus

117、iness and competitive position would be harmed.Risks Related to Government Regulation Clinical development involves a lengthy and expensive process with an uncertain outcome,and results of earlier studies and trials may not be predictive of future trial results;We may be unable to obtain U.S.or fore

118、ign regulatory approval and,as a result,be unable to commercialize our product candidates,resulting in substantial harm to our business;We may in the future conduct clinical trials for current or future product candidates outside the United States,and the FDA and comparable foreign regulatory author

119、ities may notaccept data from such trials;Even if we receive regulatory approval for any of our product candidates,we will be subject to ongoing regulatory obligations and continued regulatory review,which may result insignificant additional expense.Additionally,our product candidates,if approved,co

120、uld be subject to labeling and other restrictions and market withdrawal and we may be subject topenalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products;Healthcare legislative reform measures may have a material adverse effect on our business

121、 and results of operations;If we or existing or future partners,manufacturers or service providers fail to comply with healthcare laws and regulations,we or they could be subject to enforcement actions,whichcould affect our ability to develop,market and sell our products and may harm our reputation;

122、and We are subject to U.S.and foreign anti-corruption and anti-money laundering laws with respect to our operations and non-compliance with such laws can subject us to criminaland/or civil liability and harm our business.42025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea024261

123、5-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm12/234 Risks Related to Our Organization and Structure The Charter and the Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially a

124、ll disputes between us and ourstockholders,which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors,officers,or employees;Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more diffi

125、cult,limit attempts by our stockholders to replace or removeour current management and limit the market price of our Common Stock;New Abpros management team may not successfully or efficiently manage its transition to being a public company;We have identified material weaknesses in our internal cont

126、rol over financial reporting,which could affect our ability to ensure timely and reliable financial reports and weakeninvestor confidence in our financial reporting;The restatement of prior period financial statements may affect investor confidence and raise reputational issues;and New Abpro is an“e

127、merging growth company,”and its reduced SEC reporting requirements may make its shares less attractive to investors.Risks Related to an Investment in Our Securities An active market for New Abpros securities may not develop,which would adversely affect the liquidity and price of New Abpros securitie

128、s;Our failure to meet Nasdaqs continued listing requirements could result in a delisting of New Abpros Common Stock and Public Warrants;The market price for our Common Stock may decline;The Common Stock price may fluctuate,and you could lose all or part of your investment as a result;New Abpro stock

129、holders may experience dilution in the future;There is no guarantee that the Warrants will ever be in the money;they may expire worthless,or the terms of Warrants may be amended;There may be sales of a substantial amount of our Common Stock by current stockholders,and these sales could cause the pri

130、ce of our Common Stock to fall;and It is not possible to predict the actual number of shares we will sell under the SEPA,or the actual gross proceeds resulting from those sales.Further,we may not have access to any orthe full amount available under the SEPA.Corporate Information New Abpros principal

131、 executive offices are located at 68 Cummings Park Drive,Woburn,MA 01801,and New Abpros telephone number is 1-800-396-5890.52025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro

132、.htm13/234 THE OFFERING Issuer Abpro Holdings,Inc.Common Stock Offered by the SellingSecurityholders Up to 20,699,242 shares of Common Stock.Shares Outstanding after the Offering 81,486,514 shares.Use of proceeds We may receive up to$50,000,000 in aggregate gross proceeds from the sale of Common Sto

133、ck under the SEPA.We intend to use the netproceeds from this offering for working capital and general corporate purposes.See“Use of Proceeds.”Market for Common Stock and Public Warrants Our Common Stock and our Public Warrants are listed on the Nasdaq Global Market under the symbols“ABP”and“ABPWW,”r

134、espectively.Risk factors Any investment in the securities offered hereby is speculative and involves a high degree of risk.You should carefully consider theinformation set forth under“Risk Factors”and elsewhere in this prospectus.In this prospectus,unless otherwise indicated,the number of shares of

135、Common Stock outstanding as of May 20,2025,and the other information based thereon:Does not reflect 6,240,773 shares of Common Stock reserved for issuance under our New Abpro Incentive Plan;Does not reflect 6,952,734 shares of Common Stock issuable upon the exercise of rollover stock options as of M

136、ay 20,2025,originally issued by Abpro Corporation with aweighted-average exercise price of$1.73 per share;Does not reflect the exercise of Warrants to purchase up to 28,850,000 shares of Common Stock;and Does not reflect the exercise of the Ian Chan Warrants(defined below)to purchase up to 850,000 s

137、hares of Common Stock.62025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm14/234 RISK FACTORS You should carefully consider all the following risk factors,together with al

138、l of the other information included or incorporated by reference in this prospectus,including the consolidatedfinancial statements and the accompanying notes and matters addressed in the section titled“Cautionary Note Regarding Forward-Looking Statements,”in evaluating an investment in the CommonSto

139、ck or Warrants.The following risk factors apply to the business and operations of New Abpro and its consolidated subsidiaries.The occurrence of one or more of the events or circumstancesdescribed in these risk factors,alone or in combination with other events or circumstances,may adversely affect th

140、e ability to realize the anticipated benefits of the Business Combination and mayhave an adverse effect on the business,cash flows,financial condition and results of operations of New Abpro following the consummation of the Business Combination.We may face additional risksand uncertainties that are

141、not presently known to us or that we currently deem immaterial,which may also impair our business,cash flows,financial condition and results of operations.Risks Related to Our Business and Industry Our management has concluded that uncertainties around our ability to raise additional capital raise s

142、ubstantial doubt about our ability to continue as a going concern,including drugdevelopment.We will require additional financing to fund our future operations.Any failure to obtain additional capital when needed on acceptable terms,or at all,could force us to delay,limit,reduce or terminate our oper

143、ations.We have concluded that we do not have sufficient cash to fund our operations and drug development and to meet our obligations as they become due within one year from the date that ourconsolidated financial statements were issued and as a result,there is substantial doubt about our ability to

144、continue as a going concern.Our ability to continue as a going concern is an issue raised asa result of ongoing operating losses and a lack of financing commitments to meet cash requirements,and is subject to our ability to generate a profit or obtain appropriate financing from outsidesources,includ

145、ing obtaining additional funding from the sale of our securities or obtaining loans from third parties where possible.We will need to raise additional capital to fund our operations anddrug development.We cannot assure you that we will be able to raise additional capital on commercially reasonable t

146、erms or at all.The perception that we may not be able to continue as a goingconcern may materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise and no assurance can be given that sufficient funding will beavailable when needed to allo

147、w us to continue as a going concern.This perception may also make it more difficult to operate our business due to concerns about our ability to meet our contractualobligations.If we cannot continue as a going concern,we may have to liquidate our assets and may receive less than the value at which t

148、hose assets are carried on our financial statements,and it islikely that our stockholders may lose some or all of their investment in us.Drug development is a highly uncertain undertaking and involves a substantial degree of risk.We are a preclinical stage biopharmaceutical company with a history of

149、 losses,expect to continueto incur significant losses for the foreseeable future and may never achieve or maintain profitability,which could result in a decline in the market value of our Common Stock.Pharmaceutical and biopharmaceutical product development is a highly speculative undertaking and in

150、volves a substantial degree of risk.We are a preclinical stage biopharmaceuticalcompany with a history of losses.Since our inception,we have devoted our resources to the development of antibody product candidates,our technologies and our DiversImmune and MultiMabTMplatforms.We are not profitable and

151、 have had significant operating losses since our inception.As of March 31,2025,we had an accumulated deficit of$120 million.For the three months endedMarch 31,2025 and the year ended December 31,2024,our net loss was$3.9 million and$7.2 million,respectively.Substantially all of our losses have resul

152、ted from expenses incurred in connectionwith our research and development programs and from general and administrative costs associated with our operations.We continue to incur significant research and development(“R&D”)and otherexpenses related to ongoing operations and expect to incur losses for t

153、he foreseeable future.72025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm15/234 Preclinical studies and clinical trials are long,expensive and unpredictable processes tha

154、t can be subject to extensive delays.We cannot guarantee that any clinical trials will be conducted asplanned or completed on schedule,if at all.It may take several years and require significant expenditures to complete the preclinical studies and clinical trials necessary to commercialize a product

155、candidate,and delays or failure are inherently unpredictable and can occur at any stage.We may also be required to conduct additional clinical trials or other testing of our product candidates beyondthe trials and testing that we contemplate,which may lead to us incurring additional unplanned costs

156、or result in delays in clinical development.In addition,we may be required to redesign orotherwise modify our plans with respect to an ongoing or planned clinical trial,and changing the design of a clinical trial can be expensive and time consuming.An unfavorable outcome in one ormore trials would b

157、e a major setback for our product candidates and for us.An unfavorable outcome in one or more trials may require us to delay,reduce the scope of or eliminate one or moreproduct development programs,which could have a material adverse effect on our business,financial position,results of operations an

158、d future growth prospects.Our product candidates are in early stages of development,and we are subject to the risks of failure inherent in the development of product candidates based on novel technologies.Webelieve that we are at a sufficiently mature development stage with both lead candidates that

159、 given adequate funding and,in the case of ABP-102,continued successful collaboration with Celltrion,these programs would be able to enter clinical trials in 2026(in the case of ABP-102 and ABP-201).However,there can be no guarantee that both or either will do so,and to date,we have not yet hadany d

160、iscussions with the U.S.Food and Drug Administration(the“FDA”)regarding the clinical trial design for our lead product candidates.We have never generated any revenue from product sales,and have not obtained regulatory approval for any of our product candidates.Accordingly,you should consider our pro

161、spects in light of the costs,uncertainties,delays,and difficulties frequentlyencountered by preclinical stage biopharmaceutical companies such as ours.We currently do not expect to generate any near-term revenue other than from certain milestone payments under thecollaboration agreements relating to

162、 our two lead antibodies.We do not expect to generate any revenue from product sales for the foreseeable future,and we expect to continue to incur significantoperating losses for the foreseeable future due to the cost of research and development,preclinical studies and clinical trials,and the regula

163、tory approval process for our product candidates.We expectour net losses to increase substantially as we enter into clinical development of our lead programs.However,the amount of our future losses is uncertain.Our ability to achieve profitability,if ever,will depend on,among other things,our,and ou

164、r existing or future partners,successfully developing product candidates,obtaining regulatory approvals to market and commercialize productcandidates,achieving contractual milestones under our collaboration agreements,manufacturing any approved products on commercially reasonable terms,realizing roy

165、alties on any approvedproducts under our collaboration agreements,establishing a sales and marketing organization or suitable third-party alternatives for any approved product and raising sufficient funds to financebusiness activities.If we,and our existing or future partners,are unable to develop o

166、ur technologies and commercialize one or more of our product candidates or if sales revenue from any productcandidate that receives approval is insufficient,we will not achieve profitability,which will have a material and adverse effect on our business,financial condition,results of operations and p

167、rospects.Any predictions you make about our future success or viability may not be as accurate as they could be if we had a history of successfully developing and commercializing pharmaceutical products.Our product candidates are in early stages of development and have never been tested in a human s

168、ubject.Our product candidates may fail in development or suffer delays that materially andadversely affect their commercial viability.We have no products on the market and all of our product candidates,including ABP-102,for the potential treatment of breast and gastric cancers,and ABP-201,for the po

169、tential treatmentof wet age-related macular degeneration(Wet AMD)and diabetic macular edema(DME),have not yet entered clinical trials.In particular,none of our product candidates has ever been tested in ahuman subject.Our ability to achieve and sustain profitability depends on obtaining regulatory a

170、pprovals for and successfully commercializing our product candidates,either alone or with thirdparties.Before obtaining regulatory approval for the commercial distribution of our product candidates,we or an existing or future partner must conduct extensive preclinical studies and clinical trialsto d

171、emonstrate the safety and efficacy in humans of our product candidates.82025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm16/234 We may not have the financial resources t

172、o continue development of,or to modify existing or enter into new collaborations for,a product candidate if we experience any issues that delay orprevent regulatory approval of,or our ability to commercialize,product candidates,including:negative or inconclusive results from our clinical trials or t

173、he clinical trials of others for product candidates similar to ours,leading to a decision or requirement to conduct additionalpreclinical studies or clinical trials or abandon a program;product-related side effects experienced by participants in our clinical trials or by individuals using drugs or t

174、herapeutic antibodies similar to our product candidates;delays in submitting investigational new drug applications(each an“IND”)or comparable foreign applications or delays or failure in obtaining the necessary approvals from regulatorsto commence a clinical trial,or a suspension or termination of a

175、 clinical trial once commenced;conditions imposed by the FDA,or comparable foreign authorities regarding the scope or design of our clinical trials;delays in enrolling research subjects in clinical trials;high drop-out rates of research subjects;inadequate supply or quality of product candidate comp

176、onents or materials or other supplies necessary for the conduct of our clinical trials;greater than anticipated clinical trial costs;poor effectiveness of our product candidates during clinical trials;unfavorable FDA or other regulatory agency inspection and review of a clinical trial site;failure o

177、f our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner,or at all;delays and changes in regulatory requirements,policy and guidelines,including the imposition of additional regulatory oversight around cl

178、inical testing generally or with respect to ourtechnology in particular;and varying interpretations of data by the FDA and similar foreign regulatory agencies.Our approach to the discovery and development of our antibodies using our DiversImmune and MultiMabTM may not result in a marketable therapeu

179、tic antibody product.The scientific research that forms the basis of our efforts to discover product candidates based on our DiversImmune and MultiMabTM platforms is ongoing.Further,the scientific evidenceto support the feasibility of developing therapeutic antibodies based on our platforms is both

180、preliminary and limited.We may not be correct in our assumptions about the superiority of our platformsto competing technologies.If our DiversImmune and MultiMabTM platforms are not able to develop next-generation approved antibody constructs that are effective against clinically validatedtargets at

181、 the necessary speed or scale,it could have a material and adverse effect on our business,financial condition,results of operations and prospects.92025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/00012139002504

182、6533/ea0242615-s1_abpro.htm17/234 Our next-generation bispecific antibodies may not demonstrate the therapeutic effects of,or benefits at least comparable to,monospecific antibodies that we anticipate once tested in humans.None of our product candidates have been tested in humans.We may ultimately d

183、iscover that our product candidates do not possess certain properties that we believe are helpful fortherapeutic effectiveness,including strong binding for increased efficacy and increased binding sites for increased potency,and safety,including reduced immunogenicity and optimized bindingdomain pos

184、ition,or dosing,including a longer circulating half-life resulting in reduced dosing required.For example,when administered in a human,we may find that our product candidates performdifferently than in preclinical studies.We currently have only limited preclinical data,and no conclusive evidence,to

185、suggest that we can introduce these favorable properties into any of our productcandidates.We may spend substantial funds attempting to introduce these properties and may never succeed in doing so.In addition,certain of our product candidates may demonstrate differentchemical and pharmacological pro

186、perties in patients than they do in laboratory studies.Although certain of our product candidates have successful results in animal studies,they may not demonstratethe same chemical and pharmacological properties in humans and may interact with human biological systems in unforeseen,ineffective or h

187、armful ways.As a result,we may never succeed indeveloping a marketable product,we may not become profitable and the value of our Common Stock will decline.Further,we are aware of only nine bispecific antibodies that have been approved by the FDA.As such,we believe the FDA has limited early experienc

188、e with bispecific antibody-basedtherapeutics,which may increase the complexity,uncertainty and length of the regulatory approval process for our product candidates.For example,the FDA may require us to provide additionaldata to support our regulatory applications.We and our existing or future partne

189、rs may never receive approval to market and commercialize any product candidate.Even if we or an existing or futurepartner obtains regulatory approval,the approval may be for targets,disease indications or patient populations that are not as broad as we intended or desired or may require labeling th

190、at includessignificant use or distribution restrictions or safety warnings.We or an existing or future partner may be subject to post-marketing testing requirements to maintain regulatory approval.If any of ourproduct candidates prove to be ineffective,unsafe or commercially unviable,our entire pipe

191、line could have little,if any,value,which could require us to change our focus,approach to antibodydevelopment and reengineer the antibody.Any of these events could have a material and adverse effect on our business,financial condition,results of operations and prospects.The market may not be recept

192、ive to our product candidates based on our novel therapeutic modality,and we may not generate any revenue from the sale or licensing of product candidates.Even if regulatory approval is obtained for a product candidate,we may not generate or sustain revenue from sales of the product due to factors s

193、uch as whether the product can be sold at acompetitive cost and otherwise accepted in the market.The antibodies we are developing use relatively new technologies.Market participants with significant influence over acceptance of newtreatments,such as physicians and third-party payors,may not adopt a

194、product or treatment based on our platforms and technologies,and we may not be able to convince the medical community andthird-party payors to accept and use,or to provide favorable reimbursement for,any product candidates developed by us or our existing or future partners.Market acceptance of our p

195、roductcandidates will depend on,among other factors:the timing of our receipt of any marketing and commercialization approvals;the terms of any approvals and the countries in which approvals are obtained;the safety and efficacy of our product candidates;the prevalence and severity of any adverse sid

196、e effects associated with our product candidates;the limitations or warnings contained in any labeling approved by the FDA or other regulatory authority;the relative convenience and ease of administration of our product candidates;the willingness of patients to accept any new methods of administrati

197、on;the success of our physician education programs;the availability of adequate government and third-party payor reimbursement;the pricing of our products,particularly as compared to alternative treatments;and the availability of alternative effective treatments for the disease indications our produ

198、ct candidates are intended to treat and the relative risks,benefits and costs of those treatments.If any product candidate we commercialize fails to achieve market acceptance,it could have a material and adverse effect on our business,financial condition,results of operations andprospects.102025/5/2

199、3 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm18/234 We will need substantial additional funds to advance development of our product candidates,and we cannot guarantee that w

200、e will have sufficient funds available in the future to develop andcommercialize our current or future product candidates.The development of biopharmaceutical product candidates is capital-intensive.If our product candidates enter and advance through preclinical studies and clinical trials,we will n

201、eedsubstantial additional funds to expand our development,regulatory,manufacturing,marketing and sales capabilities.We have used substantial funds to develop our technology and product candidatesand will require significant additional funds to conduct further research and development and preclinical

202、 testing and clinical trials of our product candidates,to seek regulatory approvals for ourproduct candidates and to manufacture and market products,if any,that are approved for commercial sale.In addition,we expect to incur additional costs associated with operating as a publiccompany.Because the l

203、ength of time and activities associated with successful research and development of our product candidates is highly uncertain,we are unable to estimate the actual funds wewill require for development and any approved marketing and commercialization activities.The timing and amount of our operating

204、expenditures will depend largely on:the timing and progress of preclinical and clinical development activities;the number and scope of preclinical and clinical programs we decide to pursue;the progress of the development efforts of parties with whom we have entered or may in the future enter into co

205、llaboration and research and development agreements;the timing and amount of milestone or royalty payments we may receive under collaboration agreements;our ability to maintain our current licenses and research and development programs and to establish new collaborations;the costs involved in obtain

206、ing,maintaining,enforcing and defending patents and other intellectual property rights;the cost and timing of regulatory approvals;and our efforts to enhance operational systems and hire additional personnel,including personnel to support development of our product candidates and satisfy our obligat

207、ions as a publiccompany.If we are unable to obtain funding on a timely basis or on acceptable terms,we may have to delay,reduce or terminate our research and development programs and preclinical studies orclinical trials,if any,limit strategic opportunities or undergo reductions in our workforce or

208、other corporate restructuring activities.We also could be required to seek funds through arrangements withpartners or others that may require us to relinquish rights to some of our technologies or product candidates that we would otherwise pursue on our own.We do not expect to realize revenue fromsa

209、les of products or royalties from licensed products in the foreseeable future,if at all,and unless and until our product candidates are clinically tested,approved for commercialization andsuccessfully marketed.To date,we have primarily financed our operations through the sale of debt and equity secu

210、rities and payments received under our collaboration agreements.We will berequired to seek additional funding in the future and currently intend to do so through additional collaborations,public or private equity offerings or debt financings,credit or loan facilities or acombination of one or more o

211、f these funding sources.Our ability to raise additional funds will depend on financial,economic and other factors,many of which are beyond our control.Additionalfunds may not be available to us on acceptable terms or at all.If we raise additional funds by issuing equity securities,our stockholders w

212、ill suffer dilution,and the terms of any financing mayadversely affect the rights of our stockholders.In addition,as a condition to providing additional funds to us,future investors may demand,and may be granted,rights superior to those of existingstockholders.Debt financing,if available,is likely t

213、o involve restrictive covenants limiting our flexibility in conducting future business activities,and,in the event of insolvency,debt holders wouldbe repaid before holders of our equity securities received any distribution of our corporate assets.112025/5/23 14:21sec.gov/Archives/edgar/data/1893219/

214、000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm19/234 We may expend our limited resources to pursue a particular product candidate and fail to capitalize on product candidates that may be more profitable or for which t

215、here is a greater likelihoodof success.Because we have limited financial and managerial resources,we focus on specific product candidates.As a result,we may forgo or delay pursuit of opportunities with other productcandidates that later prove to have greater commercial potential.Our resource allocat

216、ion decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.Our spending on current and future research and development programs and product candidates for specific indications may not yield any commercially viable product candidates.If we do not

217、accurately evaluate the commercial potential or target market for a particular product candidate,we may relinquish valuable rights to that product candidate through partnership,licensing or otherroyalty arrangements in cases in which it would have been more advantageous for us to retain sole develop

218、ment and commercialization rights to such product candidate.Through our AbMed subsidiary,we have in-licensed certain intellectual property rights relating to ABP-201 from MedImmune Limited,or MedImmune(now AstraZeneca),and are in breach ofthe terms of our license agreement with MedImmune/AstraZeneca

219、.The license agreement with MedImmune/AstraZeneca provides for a research plan with target dates for an IND application(July 2021)and Phase II commencement(December 2022),Thesetarget dates were not met,which gives MedImmune/AstraZeneca a termination right.We communicated with Medimmune/AstraZeneca i

220、n September 2021 regarding the development timeline,butno further discussion has been held.We do not expect a material impact on our business if MedImmune/AstraZeneca terminates this agreement.This license was originally entered into in connection with the development ofABP-200,which we are no longe

221、r developing.We believe that we do not need the intellectual property licensed under that agreement for the development and eventual commercialization of ABP-201 or any of our other programs.The risks described elsewhere pertaining to our patents and other intellectual property rights also apply to

222、the intellectual property rights that we license from thirdparties,and any failure by us or our licensors to obtain,maintain,defend and enforce these rights could have a material adverse effect on our business.We have entered,and may in the future seek to enter,into collaborations with third parties

223、 for the development and commercialization of our product candidates.If such collaborations are notsuccessful,we may not be able to capitalize on the market potential of our product candidates.ABP-102 is being developed and commercialized through a worldwide strategic partnership with Celltrion Inc.

224、(“Celltrion”)(KRX:068270),a leading Korean biopharmaceutical companyheadquartered in Incheon,South Korea.ABP-201 is being developed and commercialized through a territorial partnership with Abpro Bio International,Inc.(“Abpro Bio”or“ABI”),a subsidiary ofAbpro Bio Co.Ltd(KOSDAQ:195990),a company head

225、quartered in Daegu,South Korea.ABP-150 is being developed under a collaboration agreement with Nanjing Chia Tai TianqingPharmaceutical Co.,Ltd(“NJCTTQ”),headquartered in Nanjing,China.We will continue to explore strategic and geographic-oriented partnerships that provide us with near-term economic b

226、enefits where we retain product rights to key strategic markets.Moregenerally,we may also seek out third-party partners,such as biotech companies,pharmaceutical companies and distributors,for marketing,distribution,development,licensing or broaderarrangements to complement our own capabilities.Our a

227、bility to generate revenues from our existing collaborations for licensing and co-development of our product candidates and any future similar arrangements,will depend on our abilityto successfully develop the product candidates and receive necessary product approvals for commercialization in the ag

228、reed territories.We have limited ability to control the actions of our jointdevelopment and any other third-party partners,and successful product development will depend to some extent on such third parties to perform the functions assigned to them in our contracts.122025/5/23 14:21sec.gov/Archives/

229、edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm20/234 Collaborations involving our product candidates currently pose,and will continue to pose,the following risks to us:third parties have significant

230、 discretion in determining the efforts and resources that they will apply to these collaborations;third parties may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based onpreclinical study or clin

231、ical trial results,changes in strategic focus or available funding,or external factors such as an acquisition that diverts resources or creates competing priorities;third parties may delay clinical trials,provide insufficient funding for a clinical trial program,stop a clinical trial or abandon a pr

232、oduct candidate,repeat or conduct new clinical trials orrequire a new formulation of a product candidate for clinical testing;third parties could independently develop,or develop with other third parties,products that compete directly or indirectly with our product candidate if the partners believe

233、thatcompetitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;third parties with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distributio

234、n of such product or products;third parties may not properly maintain,enforce or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation or other legalproceedings that could jeopardize,invalidate or render unenforceable our intellectual pr

235、operty or proprietary information or expose us to litigation,other legal proceedings or potentialliability;third parties may infringe,misappropriate or violate the intellectual property rights of others,which may expose us to litigation,other legal proceedings and potential liability;third parties m

236、ay engage in misconduct,including non-compliance with regulatory requirements,that may result in governmental investigations or other actions or lawsuits against us orthe third party;disputes may arise between our third-party collaborators and our company that result in the delay or termination of t

237、he research,development or commercialization of our productcandidate or that result in costly litigation or arbitration that diverts management attention and resources;and collaborations may be terminated and,if terminated,may result in a need for additional capital to pursue further development or

238、commercialization of the applicable product candidates.Collaboration agreements may not lead to development or commercialization of our product candidates in the most efficient manner or at all.If a partner of ours were to be involved in abusiness combination,the continued pursuit and emphasis on ou

239、r product development or commercialization program could be delayed,diminished or terminated.Any failure of our existing and anyfuture collaborations would negatively affect our business plans and strategy for our product candidate pipeline,which could have a material and adverse effect on our busin

240、ess,financial condition,results of operations and prospects.If our partners cease development efforts under our existing or future collaborations,or if any of those agreements is terminated,these collaborations may fail to lead to commercial products,and we may never receive milestone payments or fu

241、ture royalties under these agreements.A portion of our future revenue and cash resources is expected to be derived from our license and collaboration agreements.Revenue from these collaborations depends upon continuation ofthe collaborations,reimbursement of development costs,the achievement of mile

242、stones and royalties,if any,derived from future products developed from our research.If we are unable tosuccessfully advance the development of our product candidates or achieve milestones,revenue and cash resources from milestone payments under our collaboration agreements will be substantiallyless

243、 than expected.132025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm21/234 In addition,to the extent that any of our existing or future partners were to terminate a collab

244、oration agreement,we may be forced to independently develop these product candidates,including funding preclinical studies or clinical trials,assuming marketing and distribution costs and maintaining,enforcing and defending intellectual property rights,or,in certain instances,abandon product candida

245、tes altogether,any of which could result in a change to our business plan and a material and adverse effect on our business,financial condition,results of operations andprospects.We may not successfully engage in strategic transactions,including any additional collaborations we seek,which could adve

246、rsely affect our ability to develop and commercialize productcandidates,impact our cash position,increase our expense,and present significant distractions to our management.From time to time,we may consider strategic transactions,such as additional collaborations,acquisitions of companies,asset purc

247、hases,joint ventures and out-or in-licensing of productcandidates or technologies.In particular,we will evaluate and,if strategically attractive,seek to enter into additional collaborations,including with major biotechnology or biopharmaceuticalcompanies or hospitals.The competition for partners is

248、intense,and the negotiation process is time-consuming and complex.Any new collaboration may be on terms that are not optimal for us,andwe may not be able to maintain any new collaboration if,for example,development or approval of a product candidate is delayed,sales of an approved product candidate

249、do not meet expectations orthe partner terminates the collaboration.Any such collaboration,or other strategic transaction,may require us to incur non-recurring or other charges,increase our near-and long-term expendituresand pose significant integration or implementation challenges or disrupt our ma

250、nagement or business.These transactions would entail numerous operational and financial risks,including:exposure to unknown liabilities;disruption of our business and diversion of our managements time and attention in order to manage a collaboration or develop acquired products,product candidates or

251、 technologies;incurrence of substantial debt or dilutive issuances of equity securities to pay transaction consideration or costs;higher than expected collaboration,acquisition or integration costs,write-downs of assets or goodwill or impairment charges,increased amortization expenses;difficulty and

252、 cost in facilitating the collaboration or combining the operations and personnel of any acquired business;impairment of relationships with key suppliers,manufacturers or customers of any acquired business due to changes in management and ownership;and the inability to retain key employees of any ac

253、quired business.Accordingly,although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above,any transactions that we do complete may besubject to the foregoing or other risks and have a material and adverse effect on our business,fina

254、ncial condition,results of operations and prospects.Conversely,any failure to enter any additionalcollaboration or other strategic transaction that would be beneficial to us could delay the development and potential commercialization of our product candidates and have a negative impact on thecompeti

255、tiveness of any product candidate that reaches market.142025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm22/234 We may acquire assets or form strategic alliances in the

256、future,and we may not realize the benefits of such acquisitions.We may acquire additional technologies and assets,form strategic alliances or create joint ventures with third parties that we believe will complement or augment our existing business.If weacquire assets with promising markets or techno

257、logies,we may not be able to realize the benefit of acquiring such assets if we are unable to successfully integrate them with our existing technologies.We may encounter numerous difficulties in developing,manufacturing and marketing any new products resulting from a strategic alliance or acquisitio

258、n that delay or prevent us from realizing theirexpected benefits or enhancing our business.We cannot assure you that,following any such acquisition,we will achieve the expected synergies to justify the transaction.If third parties on which we intend to rely on to conduct certain preclinical studies,

259、or any future clinical trials,do not perform as contractually required,fail to satisfy regulatory or legalrequirements or miss expected deadlines,our development program could be delayed with material and adverse effects on our business,financial condition,results of operations and prospects.We inte

260、nd to rely on third-party clinical investigators,contract research organizations(“CROs”),clinical data management organizations and consultants to design,conduct,supervise andmonitor certain preclinical studies of our product candidates and will do the same for any clinical trials.Because we intend

261、to rely on these third parties and will not have the ability to conduct certainpreclinical studies or clinical trials independently,we will have less control over the timing,quality and other aspects of such preclinical studies and clinical trials than we would have had weconducted them on our own.T

262、hese investigators,CROs and consultants will not be our employees,and we will have limited control over the amount of time and resources that they dedicate to ourprograms.These third parties may have contractual relationships with other entities,some of which may be our competitors,which may draw ti

263、me and resources from our programs.The third partieswith which we may contract might not be diligent,careful or timely in conducting our preclinical studies or clinical trials,resulting in the preclinical studies or clinical trials being delayed orunsuccessful.If we cannot contract with acceptable t

264、hird parties on commercially reasonable terms,or at all,or if these third parties do not carry out their contractual duties,satisfy legal and regulatoryrequirements for the conduct of preclinical studies or clinical trials or meet expected deadlines,our clinical development programs could be delayed

265、 and otherwise adversely affected.In all events,wewill be responsible for ensuring that each of our preclinical studies and clinical trials are conducted in accordance with the general investigational plan and protocols for the trial.The FDA requirespreclinical studies to be conducted in accordance

266、with good laboratory practices,or GLPs,and clinical trials to be conducted in accordance with good clinical practices(“GCPs”),including fordesigning,conducting,recording and reporting the results of preclinical studies and clinical trials to ensure that data and reported results are credible and acc

267、urate and that the rights,integrity andconfidentiality of clinical trial participants are protected.Our reliance on third parties that we do not control will not relieve us of these responsibilities and requirements.Any adverse development ordelay in our clinical trials could have a material and adv

268、erse effect on our business,financial condition,results of operations and prospects.Because we may rely on third-party manufacturing and supply partners for preclinical and clinical development materials,our supply may become limited or interrupted or may not be ofsatisfactory quantity or quality.We

269、 produce only small-scale quantities of our antibodies and reagents for characterization,in vivo and in vitro assessment.We may rely on third-party contract manufacturers to manufactureour preclinical and clinical trial product supplies.We do not currently own manufacturing facilities for producing

270、such supplies.There can be no assurance that our preclinical or clinical developmentproduct supplies will not be limited or interrupted,or will be of satisfactory quality or continue to be available at acceptable prices.In particular,any replacement of our manufacturers could requiresignificant effo

271、rt and expertise because there may be a limited number of qualified replacements.The manufacturing process for a product candidate is subject to FDA and foreign regulatory authority review.Suppliers and manufacturers must meet applicable manufacturing requirementsand undergo rigorous facility and pr

272、ocess validation tests required by regulatory authorities in order to comply with regulatory standards,such as current Good Manufacturing Practices(“cGMPs”).In the event that any of our manufacturers fails to comply with such requirements or to perform its obligations to us in relation to quality,ti

273、ming or otherwise,or if our supply of components or othermaterials becomes limited or interrupted for other reasons,we may be forced to manufacture the materials ourselves,for which we currently do not have the capabilities or resources,or enter into anagreement with another third party,which we may

274、 not be able to do on reasonable terms,if at all.In some cases,the technical skills or technology required to manufacture our product candidates maybe unique or proprietary to the original manufacturer and we may have difficulty transferring such skills or technology to another third party and a fea

275、sible alternative may not exist.These factorswould increase our reliance on such manufacturer or require us to obtain a license from such manufacturer in order to have another third party manufacture our product candidates.If we are requiredto change manufacturers for any reason,we will be required

276、to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicableregulations and guidelines.The delays associated with the verification of a new manufacturer could negatively affect our ability to develop product candidates in a timely

277、 manner or within budget.152025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm23/234 We expect to rely on third-party manufacturers if we receive regulatory approval for a

278、ny product candidate.To the extent that we have existing,or enter into future,manufacturingarrangements with third parties,we will depend on these third parties to perform their obligations in a timely manner consistent with contractual and regulatory requirements,including those relatedto quality c

279、ontrol and assurance.If we are unable to obtain or maintain third-party manufacturing for product candidates,or to do so on commercially reasonable terms,we may not be able to developand commercialize our product candidates successfully.Our or a third partys failure to execute on our manufacturing r

280、equirements and comply with cGMPs could adversely affect our business in anumber of ways,including:an inability to initiate or continue clinical trials of product candidates under development;delay in submitting regulatory applications,or receiving regulatory approvals,for product candidates;loss of

281、 the cooperation of an existing or future partner;subjecting third-party manufacturing facilities or our manufacturing facilities to additional inspections by regulatory authorities;requirements to cease distribution or to recall batches of our product candidates;and in the event of approval to mark

282、et and commercialize a product candidate,an inability to meet commercial demands for our products.Our third-party manufacturers may be unable to successfully scale manufacturing of our product candidates in sufficient quality and quantity,which would delay or prevent us from developingour product ca

283、ndidates and commercializing approved products,if any.In order to conduct clinical trials,we will need to manufacture large quantities of our product candidates.We may use third parties for our manufacturing needs.Our manufacturing partnersmay be unable to successfully increase the manufacturing cap

284、acity for any of our product candidates in a timely or cost-effective manner,or at all.In addition,quality issues may arise during scale-upactivities.If our manufacturing partners are unable to successfully scale the manufacture of our product candidates in sufficient quality and quantity,the develo

285、pment,testing,and clinical trials of thatproduct candidate may be delayed or infeasible,and regulatory approval or commercial launch of any resulting product may be delayed or not obtained,which could significantly harm our business.If the market opportunities for our product candidates are smaller

286、than we believe they are,our future product revenues may be adversely affected and our business may suffer.Our understanding of both the number of people who suffer from HER2+breast and gastric cancers or other tumors that can be treated with VEGF inhibitors,is based on estimates.Theseestimates may

287、prove to be incorrect and new studies may reduce the estimated incidence or prevalence of these diseases.The number of patients in the United States,Europe,or elsewhere may turnout to be lower than expected,may not be otherwise amenable to treatment with our product candidates or patients may become

288、 increasingly difficult to identify and access,all of which wouldadversely affect our business,financial condition,results of operations and prospects.162025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/00012139

289、0025046533/ea0242615-s1_abpro.htm24/234 Further,there are several factors that could contribute to making the actual number of patients who receive our potential product candidates less than the potentially addressable market.These include the lack of widespread availability of,and limited reimburse

290、ment for,new therapies in many underdeveloped markets.We face competition from entities that have developed or may develop product candidates for the treatment of the diseases that we are initially targeting,including companies developing noveltreatments and technology platforms.If these companies d

291、evelop technologies or product candidates more rapidly than we do or their technologies are more effective,our ability to develop andsuccessfully commercialize product candidates may be adversely affected.The development and commercialization of drugs and therapeutic biologics is highly competitive.

292、We compete with a variety of multinational biopharmaceutical companies and specializedbiotechnology companies,as well as technology being developed at universities and other research institutions.Our competitors are often larger and better funded.Our competitors have developed,are developing or will

293、 develop product candidates and processes competitive with our product candidates and processes.Competitive therapeutic treatments include those that have already beenapproved and accepted by the medical community and any new treatments that are currently in development or that enter the market.We b

294、elieve that a significant number of products are currentlyunder development,and may become commercially available in the future,for the treatment of conditions for which we may try to develop product candidates.There is intense and rapidly evolvingcompetition in the biotechnology,biopharmaceutical a

295、nd antibody and immunoregulatory therapeutics fields.We believe that while our DiversImmune and MultiMabTM platforms,their associatedintellectual property,the characteristics of our antibody product candidates in development,and our scientific and technical know-how give us a competitive advantage i

296、n this space,competition frommany sources remains.Given the number of competitors,we strive to differentiate ourselves from them and contrast the perceived advantages of our technologies and product candidates.There is arisk that some of our competitors will take issue with our positioning and make

297、allegations regarding our company or our business practices.Any such allegations could divert managementsattention,which could have an adverse effect on our business.We are aware of several companies that are developing antibodies for the treatment of cancer and autoimmune diseases.Many of these com

298、panies are well-capitalized and,in contrast to us,have significant clinical experience,and may include our existing or future partners.In addition,these companies compete with us in recruiting scientific and managerial talent.Our success willpartially depend on our ability to develop and protect ant

299、ibodies that are safer and more effective than competing products.Our commercial opportunity and success will be reduced or eliminated ifcompeting products that are safer,more effective,or less expensive than the antibodies we develop.We expect to compete with antibody developers,such as AnaptysBio,

300、Inc.,Bristol-Myers Squibb Company,Genmab A/S,Ichnos Glenmark Innovation,Janux Therapeutics,RegeneronPharmaceuticals,Inc.,Roche AG,Vir Bio,and Xencor Inc.If our lead product candidates are approved,they will compete with a range of treatments that are either in development or currentlymarketed.For ex

301、ample,some of our product candidates will compete against traditional cancer therapies,such as chemotherapy,as well as immune-based treatments for cancer,such as CAR T andTCR therapies,developed or currently marketed by Bellicum Pharmaceuticals,Inc.,Bluebird bio,Inc.,Bristol-Myers Squibb Company,Cel

302、lectis S.A.,Gilead Sciences,Inc.,Novartis AG,Precigen,Inc.,AstraZeneca and Genentech,Inc.(a member of the Roche Group,or Genentech/Roche).Many of our competitors have significantly greater financial,technical,manufacturing,marketing,sales and supply resources or experience than we do.If we successfu

303、lly obtain approvalfor any product candidate,we will face competition based on many different factors,including the safety and effectiveness of our products,the ease with which our products can be administered andthe extent to which patients accept relatively new routes of administration,the timing

304、and scope of regulatory approvals for these products,the availability and cost of manufacturing,marketing andsales capabilities,price,reimbursement coverage and patent position.Competing products could present superior treatment alternatives,including by being more effective,safer,less expensive orm

305、arketed and sold more effectively than any products we may develop.Competitive products may make any products we develop obsolete or noncompetitive before we recover the expense ofdeveloping and commercializing our product candidates.Such competitors could also recruit our employees,which could nega

306、tively impact our level of expertise and our ability to execute ourbusiness plan.172025/5/23 14:21sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm25/234 Any inability to attract and r

307、etain qualified key management,technical personnel and employees would impair our ability to implement our business plan.Our success largely depends on the continued service of key management,advisors and other specialized personnel,including Robert Markelewicz,our Chief Medical Officer.We have anof

308、fer letter with Robert Markelewicz.The loss of one or more members of our executive team,management team or other key employees or advisors could delay our research and developmentprograms and have a material and adverse effect on our business,financial condition,results of operations and prospects.

309、The relationships that our key managers have cultivated within our industry make us particularly dependent upon their continued employment with us.We are dependent on the continuedservice of our technical personnel because of the highly technical nature of our product candidates and technologies and

310、 the specialized nature of the regulatory approval process.Because ourmanagement team and key employees are not obligated to provide us with continued service,they could terminate their employment with us at any time without penalty.Our future success willdepend in large part on our continued abilit

311、y to attract and retain other highly qualified scientific,technical and management personnel,as well as personnel with expertise in clinical testing,manufacturing,governmental regulation and commercialization.We face competition for personnel from other companies,universities,public and private rese

312、arch institutions,government entitiesand other organizations.As of May 20,2025,we had six full-time employees(with one of these employees on a leave)and nine furloughed employees.Our focus on the development of our product candidates willrequire adequate staffing.We may need to hire and retain new e

313、mployees to execute our future clinical development and manufacturing plans.We cannot provide assurance that we will be able to hireand/or retain adequate staffing levels to develop our product candidates or run our operations and/or to accomplish all of our objectives.We may experience difficulties

314、 in managing our growth and expanding our operations.We have limited experience in product development and have not begun clinical trials for any of our product candidates.As our product candidates enter and advance through preclinicalstudies and any clinical trials,we will need to expand our develo

315、pment,regulatory and manufacturing capabilities or contract with other organizations to provide these capabilities for us.We mayalso experience difficulties in the discovery and development of new antibody product candidates using our DiversImmune and MultiMabTM platforms if we are unable to meet de

316、mand as we growour operations.In the future,we also expect to have to manage additional relationships with collaborators,suppliers and other organizations.Our ability to manage our operations and future growthwill require us to continue to improve our operational,financial and management controls,re

317、porting systems and procedures.We may not be able to implement improvements to our managementinformation and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls.If any of our product candidates is approved for marketing and commercializatio

318、n and we are unable to develop sales,marketing and distribution capabilities on our own or enter intoagreements with third parties to perform these functions on acceptable terms,we will be unable to commercialize successfully any such future products.We currently have no sales,marketing or distribut

319、ion capabilities or experience.If any of our product candidates is approved,we will need to develop internal sales,marketing anddistribution capabilities to commercialize such products,which would be expensive and time-consuming,or enter into partnerships with third parties to perform these services

320、.If we decide to marketour products directly,we will need to commit significant financial and managerial resources to develop a marketing and sales force with technical expertise and supporting distribution,administrationand compliance capabilities.If we rely on third parties with such capabilities

321、to market our products or decide to co-promote products with partners,we will need to establish and maintain marketingand distribution arrangements with third parties,and there can be no assurance that we will be able to enter into such arrangements on acceptable terms or at all.In entering into thi

322、rd-party marketingor distribution arrangements,any revenue we receive will depend upon the efforts of the third parties and there can be no assurance that such third parties will establish adequate sales and distributioncapabilities or be successful in gaining market acceptance of any approved produ

323、ct.If we are not successful in commercializing any product approved in the future,either on our own or through thirdparties,our business,financial condition,results of operations and prospects could be materially and adversely affected.182025/5/23 14:21sec.gov/Archives/edgar/data/1893219/00012139002

324、5046533/ea0242615-s1_abpro.htmhttps:/www.sec.gov/Archives/edgar/data/1893219/000121390025046533/ea0242615-s1_abpro.htm26/234 Our future growth may depend,in part,on our ability to operate in foreign markets,where we would be subject to additional regulatory burdens and other risks and uncertainties.

325、Our future growth may depend,in part,on our ability to develop and commercialize our product candidates in foreign markets for which we may rely on partnership with third parties.Weare not permitted to market or promote any of our product candidates before we receive regulatory approval from the app

326、licable regulatory authority in that foreign market,and we may never receivesuch regulatory approval for any of our product candidates.To obtain separate regulatory approval in many other countries,we must comply with numerous and varying regulatory requirements ofsuch countries regarding safety and

327、 efficacy and governing,among other things,clinical trials and commercial sales,pricing and distribution of our product candidates,and we cannot predict successin these jurisdictions.If we obtain approval of our product candidates and ultimately commercialize our product candidates in foreign market

328、s,we would be subject to the risks and uncertainties,including the burden of complying with complex and changing foreign regulatory,tax,accounting and legal requirements and the reduced protection of intellectual property rights in some foreigncountries.Price controls imposed in foreign markets may

329、adversely affect our future profitability.In some countries,particularly member states of the European Union,the pricing of prescription drugs is subject to governmental control.In these countries,pricing negotiations withgovernmental authorities can take considerable time after receipt of marketing

330、 approval for a product.In addition,there can be considerable pressure by governments and other stakeholders on pricesand reimbursement levels,including as part of cost containment measures.Political,economic and regulatory developments may further complicate pricing negotiations,and pricing negotia

331、tions maycontinue after reimbursement has been obtained.Reference pricing used by various European Union member states and parallel distribution,or arbitrage between low-priced and high-priced memberstates,can further reduce prices.In some countries,we or future partners may be required to conduct a

332、 clinical trial or other studies that compare the cost-effectiveness of our antibody productcandidates to other available therapies in order to obtain or maintain reimbursement or pricing approval.Publication of discounts by third-party payors or authorities may lead to further pressure onthe prices

333、 or reimbursement levels within the country of publication and other countries.If reimbursement of any product candidate approved for marketing is unavailable or limited in scope oramount,or if pricing is set at unsatisfactory levels,our business,financial condition,results of operations or prospects could be materially and adversely affected.If any of our product candidates receives marketing app