8-K
filed December 31, 2025, 6:59 PM ET
ticker NVVE
CIK 0001836875
other material
confidence high
sentiment positive
materiality 0.65
Nuvve closes $5.4M private placement of Series A Preferred and warrants to regain Nasdaq compliance
Nuvve Holding Corp.
- Issued 6,000 shares of Series A Preferred at $900/share (10% discount) and warrants for 2,534,856 shares at $3.5505.
- Net proceeds for working capital; company believes it meets Nasdaq's $2.5M equity requirement.
- Conversion price $2.367 per share (10% discount to pre-closing stock price); warrants exercisable 5 years.
- Stockholders approved increase in authorized common shares from 200M to 400M and issuance of shares.
- Company to file resale registration statement with SEC.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.99
Nuvve Holding Corp. issued Warrants to purchase an aggregate of 2,534,856 shares of Common Stock of warrant to purchasers identified in Securities Purchase Agreement for aggregate purchase price of $5,400,000.
- Security
- warrant
- Shares
- Warrants to purchase an aggregate of 2,534,856 shares of Common Stock
- Purchaser
- purchasers identified in Securities Purchase Agreement
- Consideration
- aggregate purchase price of $5,400,000
Exact text from the filing
On December 30, 2025, the Company closed the Private Placement (the “Closing”). At the Closing, the Company issued an aggregate of 6,000 shares of Series A Preferred Stock and Warrants to purchase an aggregate of 2,534,856 shares of Common Stock, for an aggregate purchase price of $5,400,000, representing a 10% original issue discount or $900 purchase price per share of each Series A Preferred Stock and accompanying Warrant.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.99
Nuvve Holding Corp. issued 6,000 shares of Series A Preferred Stock of preferred stock to purchasers identified in Securities Purchase Agreement for aggregate purchase price of $5,400,000.
- Security
- preferred stock
- Shares
- 6,000 shares of Series A Preferred Stock
- Purchaser
- purchasers identified in Securities Purchase Agreement
- Consideration
- aggregate purchase price of $5,400,000
Exact text from the filing
On December 30, 2025, the Company closed the Private Placement (the “Closing”). At the Closing, the Company issued an aggregate of 6,000 shares of Series A Preferred Stock and Warrants to purchase an aggregate of 2,534,856 shares of Common Stock, for an aggregate purchase price of $5,400,000, representing a 10% original issue discount or $900 purchase price per share of each Series A Preferred Stock and accompanying Warrant.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Nuvve Holding Corp.: Increased authorized shares of Common Stock from 200,000,000 to 400,000,000 via Certificate of Amendment (effective 2025-12-29).
- Change
- charter amendment
- Effective
- 2025-12-29
Exact text from the filing
On December 29, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately.
View on SEC.gov
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 in a private placement (the “Private Placement”) of (i) shares of newly-designated Series A Convertible Preferred Stock, with par value $0.0001 per share and stated value of $1,000 per share (the “Series A Preferred Stock”) and (ii) accompanying warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
View on SEC.gov
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