Nuvve Holding Corp. 8-K

What Happened

• Nuvve Holding Corp. announced an “AIR Issuance” on Dec 17, 2025: the company issued a $111,111.11 principal senior convertible promissory note (carrying a 10% original issue discount) and accompanying warrants to a certain accredited investor under an existing securities purchase agreement. The transaction generated $100,000 in gross cash proceeds before expenses.
• The Additional Note is convertible into common stock at $3.88 per share (Conversion Price) and accrues interest at 8.0% per year (rising to 18.0% on default). The accompanying warrant is exercisable immediately, expires in five years, and has an exercise price of $3.88 per share.

Key Details

• Principal and proceeds: $111,111.11 principal with a 10% original issue discount — gross proceeds were $100,000.
• Term and repayments: Note matures 18 months from issuance (company may extend up to 6 months if at least 33% repaid/converted and no defaults); principal and interest payable in equal monthly installments starting the earlier of Feb 28, 2026 or the effective date of a required registration statement. Installments payable in cash or, under certain conditions, in shares.
• Conversion & exercise rights: Conversion and warrant exercise price = $3.88 (95% of a defined trading-price formula). Conversion price and warrant exercise price have full-ratchet anti‑dilution protection (with customary exceptions) and conversion is limited so the investor cannot beneficially own more than 9.99% of outstanding common stock.
• Default protections & alternate pricing: On default, interest rate increases and an alternate conversion-price formula applies (floor price $0.528 and VWAP-based mechanics). Warrants may be exercised cashlessly in certain events (e.g., fundamental transaction or if resale isn’t covered by an effective registration statement).
• Registration rights: Nuvve agreed to file a registration statement for the shares underlying the note and warrant within 15 days of closing and to use reasonable best efforts to have it declared effective within 30 days (60 days if the SEC institutes review).

Why It Matters

• For investors, this creates a near-term financing obligation (monthly installments begin as soon as Feb 2026) and a potential source of dilution if the note is converted or warrants are exercised. The issuance brought $100,000 of gross cash for working capital and general corporate purposes.
• The note contains investor protections (full-ratchet anti-dilution, conversion caps, alternative pricing on default) that limit downside for the holder and could affect future equity dynamics. Watch the timing and outcome of the required registration filing—its effectiveness will affect the investor’s ability to resell shares and the company’s ability to pay installments in stock.