Nuvve corrects private placement: 6,000 preferred shares at $5.4M, adds ELOC investor

Nuvve Holding Corp.

Corrected prior 8-K: offering is for 6,000 Series A Convertible Preferred shares, aggregate stated value $6M, purchase price $5.4M.
Preferred convert at 90% of pre-closing price; 8% dividend (18% on trigger); warrants at 135% of close, 5-year term.
Additional Investment Right for up to $25M; mandatory $4M exercise every 6 months until $20M proceeds received.
ELOC facility amended to include Hailstone Peak Funding; company may sell up to $25M common at 93% of market price.
Full ratchet anti-dilution protection and Floor Price set at 20% of initial conversion price.

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.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nuvve Holding Corp. entered into ELOC Agreement with Five Narrow Lane, L.P. and Hailstone Peak Funding LL (effective 2025-11-14).

Action: entry
Agreement: atm program
Counterparty: Five Narrow Lane, L.P. and Hailstone Peak Funding LL
Effective: 2025-11-14

Exact text from the filing

Equity Line of Credit Facility In addition, on November 14, 2025, in connection with the Offering, the Company entered into a common shares purchase agreement (as amended and restated on December 1, 2025, the “ELOC Agreement”) with each of Five Narrow Lane, L.P. and Hailstone Peak Funding LL

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nuvve Holding Corp. entered into Securities Purchase Agreement with the Purchasers valued at $5,400,000 (effective 2025-11-14).

Action: entry
Agreement: equity purchase
Counterparty: the Purchasers
Value: $5,400,000
Effective: 2025-11-14

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) 6,000 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 $6,000,000, for an aggregate purchase price of $5,400,000 (the “Offering”).

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44 material agreements filed in the last 30 days. Browse all material agreements →

Nuvve Holding Corp. filing history →

Source: SEC EDGAR

accession 0001213900-25-116684

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