Nuvve Holding Corp. 8-K

What Happened

• Nuvve Holding Corp. announced it closed a private placement on December 30, 2025, raising $5.4 million through the sale of newly‑designated Series A Convertible Preferred Stock and accompanying warrants. The Company entered into the Securities Purchase Agreement on November 14, 2025, and closed the transaction on December 30, 2025.
• The Company also filed a Certificate of Designation for the Series A Preferred Stock (effective December 30, 2025) and stockholders approved—and the company filed—a Certificate of Amendment (effective December 29, 2025) to increase authorized common shares from 200,000,000 to 400,000,000.

Key Details

• Private placement proceeds: $5,400,000 total.
• Securities issued at closing: 6,000 shares of Series A Convertible Preferred Stock and warrants to purchase an aggregate of 2,534,856 shares of common stock.
• Pricing: stated value $1,000 per Series A share; issued at a 10% original issue discount ($900 per share plus accompanying warrant).
• Corporate actions and timing: stockholder approval and Certificate of Amendment filed December 29, 2025; Certificate of Designation filed December 30, 2025; press release issued December 31, 2025.

Why It Matters

• The financing increases Nuvve’s liquidity and, per the company, brings its stockholders’ equity to at least $2.5 million—an amount the company believes meets Nasdaq Capital Market minimum equity requirements under Rule 5550(b)(1). Nuvve will notify Nasdaq and awaits a final determination on continued listing.
• For investors, the transaction dilutes existing common shareholders through new preferred shares (convertible) and warrants that could convert or be exercised into common stock; it also expands the company’s authorized common share count, enabling future issuances. The company cautioned there is no assurance the Nasdaq will immediately confirm compliance until it completes its review.