Nuvve issues $280K convertible note at discount, exchanges all Series A preferred for new Series C

Nuvve Holding Corp.

Issued $280,000 convertible note to FirstFire Global Opportunities Fund with $30,000 OID, net $250,000; 12% interest, matures 9/10/2027.
Conversion price is lower of $1.40/share or 85% of lowest 10-day VWAP; 4.99% beneficial ownership cap applies.
Exchanged all 2,238.655 shares of Series A preferred for Series C preferred (stated value $1,000/share), 8% cumulative dividends, senior ranking.
Series C converts at $1.40 with full ratchet antidilution; no voting rights; registration rights extended to underlying common.
Irrevocable instruction reserves 5,000,000 common shares for note conversion; piggyback registration rights granted.

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