Nuvve Holding Corp. 8-K

What Happened
Nuvve Holding Corp. (NASDAQ: NVVE) filed an 8-K on June 23, 2026 reporting that at its reconvened Special Meeting of Stockholders the company’s shareholders approved (1) authorization for the Board to effect a reverse stock split of the common stock in a range of 1‑for‑2 to 1‑for‑40, and (2) approval under Nasdaq Listing Rule 5635 to issue shares in excess of 19.99% of outstanding common stock in connection with the Omnia Venture Agreements. The meeting record date was April 17, 2026; the meeting was reconvened on June 23 after prior adjournments for lack of quorum on June 9 and June 15, 2026.

Key Details

• Voting & Quorum: 3,468,751 shares (≈36.73% of 9,443,731 outstanding shares) were present or represented by proxy, constituting a quorum.
• Reverse Split vote: For 3,281,872; Against 181,886; Abstain 4,993. The Board is authorized to choose the final split ratio within the approved 1‑for‑2 to 1‑for‑40 range.
• Omnia Issuance vote: For 3,297,412; Against 144,972; Abstain 26,367. Approval covers issuance of shares (including convertible Series B preferred) related to agreements dated March 6, 2026 with Oelion AB and OMNIA Group Holdings AG.
• Adjournment proposal: Not submitted because sufficient votes existed to approve the two proposals and establish quorum.

Why It Matters

• The reverse stock split approval gives the Board flexibility to consolidate shares, which will reduce the number of outstanding shares and generally increase the per‑share price; the exact effect depends on the final ratio the Board selects.
• The Omnia issuance approval permits issuance of a large block of shares (and potentially shares on conversion of preferred stock) above the 19.99% Nasdaq threshold, which could materially increase share count and dilute existing holders depending on how many shares are issued or converted.
• Investors should watch for the Board’s decision on the final split ratio and any filings announcing the issuance/conversion terms and timing, as those actions will determine the concrete impact on share count, trading liquidity and per‑share metrics.