Nuvve Holding Corp. Files 8-K on Financial Agreements

TL;DR

Nuvve filed an 8-K detailing new debt and equity sales. Watch for impact.

AI Summary

Nuvve Holding Corp. entered into a material definitive agreement on August 27, 2024, related to the creation of a direct financial obligation. The company also reported on the unregistered sales of equity securities and filed financial statements and exhibits. This filing details significant financial and corporate actions taken by Nuvve Holding Corp.

Why It Matters

This 8-K filing indicates Nuvve Holding Corp. has entered into new financial obligations and has completed unregistered sales of equity, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial risks and dilution concerns.

Key Players & Entities

• Nuvve Holding Corp. (company) — Registrant
• August 27, 2024 (date) — Date of earliest event reported
• 2488 Historic Decatur Road, Ste 200 San Diego, California (address) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market
• $250,000 — ed with an original principal amount of $250,000 (the "Principal Amount"). The Principal
• $12,500 — includes an original issue discount of $12,500, or 5%. In exchange for the Notes, each
• $237,500 — s, each Holder paid a purchase price of $237,500 (the "Non-OID Principal Amount") in cas
• $475,000 — regate gross proceeds to the Company of $475,000. The Notes will accrue interest at a
• $0.492 — k"), at a conversion price per share of $0.492. The Notes provide that, in the event

Filing Documents

• nvve-20240827.htm (8-K) — 38KB
• nvve-ex101xformofpromissor.htm (EX-10.1) — 106KB
• 0001836875-24-000072.txt ( ) — 331KB
• nvve-20240827.xsd (EX-101.SCH) — 2KB
• nvve-20240827_def.xml (EX-101.DEF) — 16KB
• nvve-20240827_lab.xml (EX-101.LAB) — 27KB
• nvve-20240827_pre.xml (EX-101.PRE) — 16KB
• nvve-20240827_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On August 27, 2024, Nuvve Holding Corp. (the "Company") issued a convertible promissory note (each a "Note" and collectively, the "Notes") to each of Poilasne Inc., an entity affiliated with Gregory Poilasne, the Chief Executive Officer and a director of the Company, and DMKT Ventures Corp., an entity affiliated with David Robson, the Chief Financial Officer of the Company (collectively, the "Holders"). Each Note was issued with an original principal amount of $250,000 (the "Principal Amount"). The Principal Amount of each Note includes an original issue discount of $12,500, or 5%. In exchange for the Notes, each Holder paid a purchase price of $237,500 (the "Non-OID Principal Amount") in cash to the Company, for aggregate gross proceeds to the Company of $475,000. The Notes will accrue interest at a rate of 10.5% per annum, subject to an increase to 12.5% upon the occurrence of an Event of Default (as that term is defined in the Notes), and have a maturity date of October 31, 2024 (the "Maturity Date"). Pursuant to the Notes, all accrued and unpaid interest and principal amount are payable in cash on the Maturity Date. If the Company consummates a Change of Control (as such term is defined in the Notes), the outstanding balance of the Notes plus any unpaid accrued interest will become immediately due and payable. The Company may prepay all or any portion of the outstanding principal and unpaid accrued interest under the Notes without penalty at any time prior to the Maturity Date. Further, the Company may elect to prepay the Notes in full at any time on or prior to September 30, 2024 (the "Early Prepayment Date") at the Non-OID Principal Amount plus any unpaid accrued interest thereon. In the event of such prepayment on or prior to the Early Prepayment Date, the amount owed by the Company to such Holder will equal the sum of (i) the outstanding Non-OID Principal Amount of such Note, and (ii) any unpaid ac

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Notes was and, upon any conversion of the Notes, the issuances of any conversion shares of Common Stock issued thereunder will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Convertible Promissory Note dated August 27, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 1 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: August 29, 2024 NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR