---
schema_version: "secwatch.filing_event.v1"
accession: "0001836875-25-000155"
form_type: "8-K"
ticker: "NVVE"
cik: "0001836875"
company_name: "Nuvve Holding Corp."
filed_at: "2025-09-16T23:59:59+00:00"
generated_at: "2026-05-17T06:32:22.630260+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Nuvve issues $111K convertible note and warrant at $0.1711/share

## Summary
- Additional convertible note principal $111,111.11 with 10% OID, convertible at $0.1711/share, matures 18 months.
- Additional warrant for 100% of shares issuable on conversion, exercise price $0.1711/share, 5-year term.
- Gross proceeds $100,000; net proceeds for working capital and general corporate purposes.
- Interest 8% per annum (18% on default); monthly installments payable in cash or stock at Company's option.
- Full ratchet anti-dilution protection on conversion price and exercise price, subject to Nasdaq limitations.

## SEC filing metadata
- accession: 0001836875-25-000155
- form_type: 8-K
- ticker: NVVE
- cik: 0001836875
- company_name: Nuvve Holding Corp.
- filed_at: 2025-09-16T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1836875/000183687525000155/0001836875-25-000155-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836875/000183687525000155/nvve-20250910.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001836875-25-000155
- JSON: https://secwatch.observer/filing/0001836875-25-000155.json
- Plain text: https://secwatch.observer/filing/0001836875-25-000155.txt

## Key facts
- Debt Financings
  Nuvve Holding Corp. incurred convertible notes of $111,111.11 with a certain Investor at 8.0% per annum maturing 18 months from the date of issuance.
  - Instrument: convertible notes
  - Principal: $111,111.11
  - Counterparty: a certain Investor
  - Rate: 8.0% per annum
  - Maturity: 18 months from the date of issuance
  - Event: incurrence
  source text: on September 10, 2025, the Company issued to a certain Investor (i) a $111,111.11 principal amount (the “Principal Amount”) senior convertible promissory note, carrying a 10% original issue discount (the “Additional Note”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836875/000183687525000155/0001836875-25-000155-index.htm
- Equity Issuances
  Nuvve Holding Corp. issued shares of Common Stock underlying the Additional Note and the Additional Warrant (Warrant Shares equal to 100% of conversion shares) of unit to a certain Investor for $111,111.11 principal amount senior convertible promissory note with 10% original issue discount.
  - Security: unit
  - Shares: shares of Common Stock underlying the Additional Note and the Additional Warrant (Warrant Shares equal to 100% of conversion shares)
  - Purchaser: a certain Investor
  - Consideration: $111,111.11 principal amount senior convertible promissory note with 10% original issue discount
  source text: on September 10, 2025, the Company issued to a certain Investor (i) a $111,111.11 principal amount (the “Principal Amount”) senior convertible promissory note, carrying a 10% original issue discount (the “Additional Note”), convertible into shares of Common Stock, and (ii) accompanying warrants (the “Additional Warrant”) to purchase shares of Common Stock (the “AIR Issuance”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836875/000183687525000155/0001836875-25-000155-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.