Nuvve Holding Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Nuvve 8-K: New debt, equity sales, material agreement signed Sept 10.

AI Summary

Nuvve Holding Corp. announced on September 10, 2025, the entry into a material definitive agreement and the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. This filing is a current report on Form 8-K.

Why It Matters

This 8-K filing indicates significant corporate actions by Nuvve Holding Corp., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

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
• September 10, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• NB Merger Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market
• $111,111.11 — pany issued to a certain Investor (i) a $111,111.11 principal amount (the "Principal Amount
• $0.1711 — issuance date, at an exercise price of $0.1711 per share (the "Exercise Price"), which
• $0.528 — ditional Note), (ii) the greater of (x) $0.528 (the "Floor Price") and (y) 80% of the
• $100,000 — m the AIR Issuance before expenses were $100,000. The Company intends to use the net pro

Filing Documents

• nvve-20250910.htm (8-K) — 48KB
• ex41-nuvvexnoteairxsep2025.htm (EX-4.1) — 422KB
• ex42-nuvvexwarrantairsep20.htm (EX-4.2) — 221KB
• 0001836875-25-000155.txt ( ) — 976KB
• nvve-20250910.xsd (EX-101.SCH) — 2KB
• nvve-20250910_def.xml (EX-101.DEF) — 16KB
• nvve-20250910_lab.xml (EX-101.LAB) — 27KB
• nvve-20250910_pre.xml (EX-101.PRE) — 16KB
• nvve-20250910_htm.xml (XML) — 4KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement As previously disclosed, on October 31, 2024, Nuvve Holding Corp. (the "Company") entered into a securities purchase agreement (as amended from time to time, the "Purchase Agreement") with certain accredited institutional and individual investors (the "Investors"), pursuant to which the Company agreed to issue to the Investors senior convertible promissory notes (as amended and restated, the "Notes") convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and accompanying warrants (the "Warrants") to purchase shares of Common Stock. As previously disclosed, certain of the Investors exercised their right (the "Additional Investment Right") under the Purchase Agreement to purchase additional Notes and Warrants. In connection with the exercise of the Additional Investment Right, on September 10, 2025, the Company issued to a certain Investor (i) a $111,111.11 principal amount (the "Principal Amount") senior convertible promissory note, carrying a 10% original issue discount (the "Additional Note"), convertible into shares of Common Stock, and (ii) accompanying warrants (the "Additional Warrant") to purchase shares of Common Stock (the "AIR Issuance"). The Additional Warrant is exercisable for up to an aggregate of 100% of the shares (the "Warrant Shares") of Common Stock that each Additional Note is convertible into as of the issuance date, at an exercise price of $0.1711 per share (the "Exercise Price"), which represents 95% of the average of the five lowest trading prices in the ten trading days prior to the date the Investor exercised its Additional Investment Right, as set forth in the Purchase Agreement. The Additional Note matures 18 months from the date of issuance (the "Term"). The Company may elect to extend the Term by up to an additional six months, so long as (i) at least 33% of the Principal Amount has been repaid or converted into shares of Common Sto

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 herein by reference. 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 AIR Issuance 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 AIR Issuance and the transactions contemplated thereunder, including the anticipated benefits of the AIR Issuance and the use of proceeds therefrom. 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. 2 Exhibit No. Description 4.1 Form of Additional Convertible Note, dated September 10, 2025 4.2 Form of Additional Warrant, dated September 10, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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: September 16, 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