Nuvve Holding Corp. Issues $280K Convertible Note; Designates Series C Preferred

What Happened
Nuvve Holding Corp. announced a financing and a securities exchange in an 8‑K filed Sept. 16, 2026. On Sept. 10, 2026 the company sold a $280,000 convertible promissory note to FirstFire Global Opportunities Fund, LLC (issued with a $30,000 original issue discount for a $250,000 purchase price). The Note carries 12% annual interest, matures Sept. 10, 2027, and becomes convertible beginning six months after issuance into common stock at the lesser of $1.40 per share or 85% of the lowest trading price in the 10 trading days before conversion; conversion is subject to a 4.99% beneficial ownership cap. Also on Sept. 10, 2026 the company exchanged all outstanding Series A preferred shares (2,238.655 shares) for newly designated Series C Convertible Preferred Stock; the Company filed a Certificate of Designation for Series C on Sept. 15, 2026.

Key Details

• Convertible Note: $280,000 principal, $30,000 original issue discount (purchase price $250,000), 12% interest, maturity Sept. 10, 2027; conversion may begin ~Mar. 10, 2027.
• Conversion terms (Note): conversion price = lesser of $1.40 or 85% of the lowest trading price over the prior 10 trading days; 4.99% beneficial ownership limitation; piggyback registration rights for shares issuable on conversion.
• Series C Preferred: 2,238.655 shares issued in exchange, $1,000 stated value per share, conversion price $1.40 (full‑ratchet anti‑dilution protection), cumulative 8% annual dividend payable quarterly (cash and/or common), no voting rights, liquidation preference equal to stated value; Certificate of Designation filed Sept. 15, 2026.
• Approximate conversion impact: the exchanged 2,238.655 Series C shares would convert into roughly 1.60 million common shares at the $1.40 conversion price (2,238,655 × $1,000 ÷ $1.40 ≈ 1,599,039 shares).

Why It Matters

• Debt and potential dilution: The Note creates a near‑term financial obligation ($280K principal plus 12% interest) and gives the lender the option to convert debt into common stock, which could dilute existing shareholders if conversion occurs. Conversion mechanics (floor at $1.40 or 85% of market) define the maximum per‑share price risk.
• Preferred stock rights: Series C holders have senior liquidation preference and cumulative dividends, and strong anti‑dilution protection (full ratchet), which gives these preferred holders priority over common shareholders in a liquidation and protection against future down‑round financings.
• Limiters and protections: A 4.99% beneficial ownership cap on Note conversions limits any single holder’s immediate stake; the company also reserved shares with its transfer agent and granted piggyback registration rights, which may affect timing and liquidity of any future share sales.

This 8‑K reports a new short‑term convertible financing and the formal creation and terms of a senior preferred series—both items investors should watch for implications on dilution, capital structure, and potential cash obligations.