Nuvve issues $111k convertible note with warrants; gross proceeds $100k

Nuvve Holding Corp.

Issued $111,111.11 principal senior convertible note with 10% OID, convertible at $3.88/share.
Note matures in 18 months, bears 8% interest (18% on default), monthly installments starting Feb 2026.
Warrants exercisable for up to 100% of conversion shares at $3.88, 5-year term, full ratchet anti-dilution.
Net proceeds (~$100k) for working capital and general corporate purposes.
Issuance under prior October 2024 purchase agreement via additional investment right.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Nuvve Holding Corp. incurred convertible notes of $111,111.11 at 8.0% per annum maturing 18 months from the date of issuance.

Instrument: convertible notes
Principal: $111,111.11
Rate: 8.0% per annum
Maturity: 18 months from the date of issuance
Event: incurrence

Exact text from the filing

On December 17, 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”).

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Nuvve Holding Corp. filing history →

Source: SEC EDGAR

accession 0001836875-25-000201

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