Nuvve raises $4.5M via convertible preferred & warrants; up to $50M additional capacity

Nuvve Holding Corp.

Issues 5,000 Series A Convertible Preferred shares ($5M stated value) at $4.5M purchase price; 8% dividend rising to 18% on trigger events.
Preferred converts at 90% of closing price; warrants exercisable at 135% of closing price, 5-year term, full ratchet price protection.
Additional investment right lets purchasers buy up to $25M more preferred/AIR warrants; ELOC provides up to $25M common stock sales.
Closing conditioned on shareholder approval by Dec 31, 2025; ELOC includes pre-funded warrant for 2,221,235 shares as commitment fee.
Proceeds for working capital; registration rights require filing within 15 days, liquidated damages of 1.5% if missed.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Nuvve Holding Corp. issued 5,000 shares of newly-designated Series A Convertible Preferred Stock of preferred stock to identified purchasers for aggregate purchase price of $4,500,000.

Security: preferred stock
Shares: 5,000 shares of newly-designated Series A Convertible Preferred Stock
Purchaser: identified purchasers
Consideration: aggregate purchase price of $4,500,000

Exact text from the filing

On November 14, 2025, Nuvve Holding Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers of (i) 5,000 shares of newly-designated Series A Convertible Preferred Stock (the “Preferred Stock”) and (ii) warrants to purchase up to a number of shares of common stock of the Company (the “Common Stock”) equal to 100% of the shares of Common Stock issuable upon conversion of the shares of Preferred Stock (the “Warrants”) with an aggregate stated value of $5,000,000, for an aggregate purchase price of $4,500,000 (the “Offering”).

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Nuvve Holding Corp. issued warrants to purchase up to a number of shares of common stock equal to 100% of the shares of Common Stock issuable upon conversion of the shares of Preferred St of warrant to identified purchasers for issued as part of the Offering with aggregate purchase price of $4,500,000.

Security: warrant
Shares: warrants to purchase up to a number of shares of common stock equal to 100% of the shares of Common Stock issuable upon conversion of the shares of Preferred St
Purchaser: identified purchasers
Consideration: issued as part of the Offering with aggregate purchase price of $4,500,000

Exact text from the filing

of Common Stock issuable upon conversion of the shares of Preferred Stock (the “Warrants”) with an aggregate stated value of $5,000,000, for an aggregate purchase price of $4,500,000 (the “Offering”). Pursuant to the Purchase Agreement, the Company agreed to hold a special meeting of stockholders on or prior to December 31, 2025, for the purposes of obtaining

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Nuvve Holding Corp. filing history →

Source: SEC EDGAR

accession 0001213900-25-110411

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