Nuvve Holding Corp. Issues Series B Preferred on OMNIA Milestone

What Happened

• Nuvve Holding Corp. announced in an 8-K (filed Aug 27, 2026) that on August 24, 2026 it issued 14,737 shares of its Series B Convertible Preferred Stock to OMNIA Group Holdings AG (Omnia). The issuance followed a milestone payment by Omnia of $385,439.25 under agreements dated March 6, 2026 (the Omnia Venture Agreements).
• Each Series B preferred share has a par value of $0.0001 and a stated value of $1,000, and is convertible into Nuvve common stock at a current conversion price of $22.50 per share (subject to customary adjustments).

Key Details

• 14,737 Series B Convertible Preferred shares issued on Aug 24, 2026.
• Initial consulting-fee milestone payment by Omnia: $385,439.25.
• Stated value per preferred share: $1,000; conversion price: $22.50/share — implying roughly 44.444 common shares per preferred (≈654,978 potential common shares if all issued preferred shares are converted at the current price).
• Issuance relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D; Omnia represented it is an accredited investor and had access to company information.

Why It Matters

• This issuance reflects a non-cash equity payment tied to a consulting/venture milestone with Omnia and can increase potential dilution if the Series B shares are converted into common stock. Investors should note the conversion terms and the potential share count impact (~655k common shares at current conversion price).
• The transaction was conducted under private placement exemptions, meaning the shares were not registered for public sale; disclosures and investor protections differ from registered offerings.