Nuvve Files 8-K on Material Definitive Agreement

TL;DR

**Nuvve just signed a big deal, details pending, could be a game-changer.**

AI Summary

Nuvve Holding Corp. filed an 8-K on February 2, 2024, reporting an event on January 31, 2024, related to an 'Entry into a Material Definitive Agreement.' This filing indicates a significant new agreement that could impact the company's operations or financial standing. Investors should pay close attention to the details of this agreement, as it could signal new strategic directions, partnerships, or financial commitments that will affect Nuvve's future growth and profitability.

Why It Matters

This filing signals a new, important agreement for Nuvve, which could significantly alter its business prospects, revenue streams, or financial obligations. Understanding the specifics of this agreement is crucial for assessing the company's future value.

Risk Assessment

Risk Level: medium — The filing indicates a 'Material Definitive Agreement' but lacks specific details, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would monitor Nuvve's subsequent filings and press releases closely for specific details regarding the 'Material Definitive Agreement' to assess its financial implications before making any investment decisions.

Key Numbers

• $0.0001 — Par Value Per Share (The par value of Nuvve Holding Corp.'s Common Stock.)

Key Players & Entities

• Nuvve Holding Corp. (company) — the registrant filing the 8-K
• January 31, 2024 (date) — date of the earliest event reported
• February 2, 2024 (date) — date the 8-K was filed
• NVVE (company) — trading symbol for Common Stock
• NVVEW (company) — trading symbol for Warrants to Purchase Common Stock
• $0.0001 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Nuvve will release further details about the 'Material Definitive Agreement' in a subsequent filing or press release. (Nuvve Holding Corp.) — high confidence, target: Q1 2024
• The 'Material Definitive Agreement' will involve a strategic partnership or a significant contract related to Nuvve's core business of power distribution and specialty transformers. (Nuvve Holding Corp.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market
• $9.6 million — ing for gross proceeds of approximately $9.6 million prior to deducting underwriting discoun
• $2.00 — tock, with an initial exercise price of $2.00 per share and a term of five years foll
• $0 — ng warrants sold in the Offering, minus $0.0001, and the exercise price of each pr

Filing Documents

• nvve-20240131.htm (8-K) — 42KB
• nvve-exx991xpressreleasexa.htm (EX-99.1) — 12KB
• image_0a.jpg (GRAPHIC) — 88KB
• 0001836875-24-000021.txt ( ) — 346KB
• nvve-20240131.xsd (EX-101.SCH) — 2KB
• nvve-20240131_def.xml (EX-101.DEF) — 16KB
• nvve-20240131_lab.xml (EX-101.LAB) — 30KB
• nvve-20240131_pre.xml (EX-101.PRE) — 16KB
• nvve-20240131_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . As previously disclosed, on January 31, 2024 , Nuvve Holding Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Craig-Hallum Capital Group LLC regarding an underwritten public offering (the "Offering"). On February 2, 2024, the Company completed the Offering for gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses. The Offering was comprised of (i) 3,035,000 shares of common stock of the Company ( "Common Stock"), (ii) 1,765,000 pre-funded warrants ("Pre-Funded Warrants") to purchase shares of Common Stock, (ii) 4,800,000 Series A Warrants ("Series A Warrants") to purchase shares of Common Stock, with an initial exercise price of $2.00 per share and a term of five years following the issuance date, (iii) 4,800,000 Series B Warrants ("Series B Warrants") to purchase shares of Common Stock with an exercise price of $2.00 per share and a term of nine months following the issuance date and (iv) 4,800,000 Series C Warrants ("Series C Warrants") to purchase shares of Common Stock with an exercise price of $2.00 per share and a term of five years following the issuance date, subject to early expiration as described below. The combined price per share of Common Stock and accompanying Series A Warrant, Series B Warrant and Series C Warrant is $2.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant is equal to the price of each share of Common Stock and accompanying warrants sold in the Offering, minus $0.0001, and the exercise price of each pre-funded warrant is $0.0001 per share. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Ser

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company issued a press release on January 31, 2024, announcing the pricing of the offering, which is attached as Exhibit 99.1 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference . The information above is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Registrant's Form S-1/A (File No. 333-276415) filed on January 26, 2024) 4.1 Form of Series A Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.9 to the Registrant's Form S-1/A (File No. 333-276415) filed on January 26, 2024) 4.2 Form of Series B Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.10 to the Registrant's Form S-1/A (File No. 333-276415) filed on January 26, 2024) 4.3 Form of Series C Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.11 to the Registrant's Form S-1/A (File No. 333-276415) filed on January 26, 2024) 4.4 Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.12 to the Registrant's Form S-1/A (File No. 333-276415) filed on January 26, 2024) 99.1 Press Release dated January 31, 2024 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 2, 2024 NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer 1

View Full Filing

View this 8-K filing on SEC EDGAR