Nuvve Holding Corp. Files 8-K on Key Agreements and Sales

TL;DR

Nuvve dropped an 8-K detailing new deals, debt, and stock sales as of Dec 31, 2024.

AI Summary

Nuvve Holding Corp. filed an 8-K on December 31, 2024, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on Nuvve's financial obligations and equity transactions, which could impact its financial structure and investor holdings.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Nuvve Holding Corp. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market
• $250,000 — y agreed to issue to the Investor (i) a $250,000 principal amount (the "Principal Amount
• $3.257 — of the Closing, at an exercise price of $3.257 per share (the "Exercise Price"), which
• $2.931 — interest at a conversion price equal to $2.931 per share (the "Conversion Price"), whi
• $0.10 — conversion (subject to a floor price of $0.10 per share). The Note may not be conve
• $1,000,000 — sing, to purchase up to an aggregate of $1,000,000 additional Notes and 1 Warrants (the
• $225,000 — Private Placement before expenses were $225,000. The Company intends to use the net pro
• $0 — ck to the Company at price per share of $0.0001, for an aggregate purchase price o
• $0.168 — 001, for an aggregate purchase price of $0.168. Important Notice Regarding Forward-L

Filing Documents

• nvve-20241231.htm (8-K) — 56KB
• nuvve-ex41xconvertibleprom.htm (EX-4.1) — 173KB
• nuvve-ex42xcommonstockpurc.htm (EX-4.2) — 150KB
• nuvve-ex101xsecuritiespurc.htm (EX-10.1) — 272KB
• nuvve-ex102xregistrationri.htm (EX-10.2) — 109KB
• image_0.jpg (GRAPHIC) — 0KB
• 0001836875-25-000006.txt ( ) — 1065KB
• nvve-20241231.xsd (EX-101.SCH) — 2KB
• nvve-20241231_def.xml (EX-101.DEF) — 16KB
• nvve-20241231_lab.xml (EX-101.LAB) — 27KB
• nvve-20241231_pre.xml (EX-101.PRE) — 16KB
• nvve-20241231_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 31, 2024, Nuvve Holding Corp. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an accredited institutional investor (the "Investor"), pursuant to which the Company agreed to issue to the Investor (i) a $250,000 principal amount (the "Principal Amount") senior convertible promissory note, carrying a 10% original issue discount (the "Note"), convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) an accompanying warrant (the "Warrant") to purchase shares of Common Stock (the "Private Placement"). On December 31, 2024, the Company closed the Private Placement and issued the Note and the Warrant (the "Closing"). The Warrant is exercisable for up to an aggregate of 100% of the shares (the "Warrant Shares") of Common Stock that the Note is convertible into as of the Closing, at an exercise price of $3.257 per share (the "Exercise Price"), which was the most recent closing price of the Common Stock as of the Closing, as reported by the Nasdaq Stock Market LLC ("Nasdaq"). The Note matures 12 months from the date of issuance (the "Term"). The Company may elect to extend the Term by up to an additional six months by delivering notice to the holder of the Note (the "Extension Notice"), so long as (i) at least 33% of the Principal Amount has been repaid or converted into shares of Common Stock and at least four months of interest payments have been paid under the Note, and (ii) no event of default has occurred and is continuing nor has any event constituting a material adverse effect occurred. Within five trading days of its receipt of the Extension Notice, the holder of the Note may elect to convert any or all of the then-remaining Principal Amount and accrued and unpaid interest into shares of Common Stock at a conversion price per share equal to 80% of the average of the five lowest trading prices in th

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities 2 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events On December 31, 2024, the Company entered into a Stock Repurchase Agreement with Gregory Poilasne, its Chief Executive Officer and member of the board of directors, pursuant to which Mr. Poilasne sold 1,680 shares of Common Stock back to the Company at price per share of $0.0001, for an aggregate purchase price of $0.168. Important Notice Regarding Forward-Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements about the Private Placement and matters described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Private Placement and the transactions contemplated thereunder, including the anticipated benefits of the Private Placement and the use of proceeds therefrom, the expected timing of the transactions, and the timing and ability to obtain the Stockholder Approval. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Convertible Promissory Note, dated December 31, 2024. 4.2 Common Stock Purchase Warrant, dated December 31, 2024. 10.1* Securities Purchase Agreement, dated December 31, 2024, between the Company and the Investor. 10.2 Registration Rights Agreement, dated December 31, 2024, between the Company and the Investor. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished supplementally to the SEC upon request. Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. 3 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: January 7, 2025 NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR