Nuvve Seeks Reverse Stock Split to Meet Nasdaq Minimum Bid Price

TL;DR

**NVVEW is doing a reverse split to avoid getting delisted from Nasdaq; it's a desperate move but necessary for survival.**

AI Summary

Nuvve Holding Corp. (NVVEW) is seeking stockholder approval for a reverse stock split at a ratio between 1-for-2 and 1-for-40, to be determined by the Board of Directors. This action is primarily driven by the need to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share, following a notification received on August 27, 2023, indicating a deficiency over 30 consecutive business days. The Special Meeting, scheduled for October 6, 2025, will also address an adjournment proposal if additional proxies are needed. The Board believes this reverse stock split will reduce the number of outstanding shares, potentially increase the trading price, and provide greater liquidity and a stronger investor base, facilitating future business and financing transactions. As of September 4, 2025, there were 20,252,314 shares of common stock issued and outstanding. The company will pay an estimated fee not to exceed $10,000 to Campaign Management for proxy solicitation.

Why It Matters

This reverse stock split is a critical move for Nuvve Holding Corp. to maintain its Nasdaq listing, which is vital for investor confidence and access to capital markets. Failure to comply with the $1.00 minimum bid price could lead to delisting, severely impacting liquidity and making it harder for investors to trade shares. For employees, a stable listing can signal a more secure future, while customers might view a Nasdaq-listed company as more credible. In the competitive EV charging and vehicle-to-grid (V2G) sector, maintaining a public listing is crucial for attracting partnerships and funding against larger, well-capitalized rivals.

Risk Assessment

Risk Level: high — The risk level is high because a reverse stock split, while necessary to meet Nasdaq's $1.00 minimum bid price requirement, often signals underlying financial distress or a lack of investor confidence. The filing explicitly states the company received a Nasdaq Notification on August 27, 2023, for failing to comply with Rule 5550(a)(2). While it aims to increase the per-share price, it does not change the company's fundamental value and can sometimes lead to further price declines post-split.

Analyst Insight

Investors should carefully evaluate Nuvve's underlying business fundamentals and financial health, not just the per-share price post-split. Consider if the company has a viable path to profitability and sustainable growth, as a reverse split alone does not guarantee long-term success or prevent further stock depreciation.

Key Numbers

• 1-for-2 to 1-for-40 — Reverse Stock Split Ratio Range (Board's discretionary range for the reverse stock split)
• $1.00 — Nasdaq Minimum Bid Price (Required price per share for continued Nasdaq listing)
• 20,252,314 — Shares Outstanding (Total common stock shares as of September 4, 2025)
• October 6, 2025 — Special Meeting Date (Date stockholders will vote on the reverse stock split)
• September 4, 2025 — Record Date (Date for determining stockholders entitled to vote)
• $10,000 — Proxy Solicitation Fee (Estimated maximum cost for Campaign Management's services)
• August 27, 2023 — Nasdaq Notification Date (Date Nuvve received notice of non-compliance with minimum bid price)

Key Players & Entities

• Nuvve Holding Corp. (company) — Registrant seeking reverse stock split approval
• Nasdaq Capital Market (regulator) — Stock exchange where NVVEW is listed, with minimum bid price requirements
• Jon M. Montgomery (person) — Chairperson of the Board of Directors
• Gregory Poilasne (person) — Named proxy for voting on other business
• David Robson (person) — Named proxy for voting on other business
• Campaign Management (company) — Proxy solicitor engaged by Nuvve
• $1.00 (dollar_amount) — Nasdaq minimum bid price requirement
• $10,000 (dollar_amount) — Estimated maximum fee for proxy solicitation
• 20,252,314 (dollar_amount) — Shares of common stock issued and outstanding as of September 4, 2025

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — regulatory]: Nuvve Holding Corp. received a notification on August 27, 2023, indicating a deficiency in meeting Nasdaq's minimum bid price requirement of $1.00 per share. Failure to regain compliance could lead to delisting, significantly impacting liquidity and investor confidence.
• Reverse Stock Split Dilution Concerns [medium — financial]: The proposed reverse stock split, with a ratio between 1-for-2 and 1-for-40, aims to increase the stock price. However, it will reduce the number of outstanding shares from 20,252,314, potentially leading to a perception of reduced ownership value if not accompanied by fundamental business improvements.
• Dependence on Board Discretion for Split Ratio [low — operational]: The exact ratio for the reverse stock split will be determined by the Board of Directors. This lack of pre-defined certainty may create uncertainty for investors regarding the immediate impact on share count and per-share price.

Industry Context

Nuvve Holding Corp. operates in the electric vehicle (EV) charging and vehicle-to-grid (V2G) technology sector. This industry is characterized by rapid technological advancements, increasing demand for sustainable energy solutions, and significant competition from established automotive and energy companies, as well as numerous startups. Regulatory support and evolving grid infrastructure are key factors influencing growth.

Regulatory Implications

The most immediate regulatory implication is Nuvve's need to comply with Nasdaq's minimum bid price rule to maintain its listing. Failure to do so could result in delisting, impacting the company's ability to raise capital and its stock's liquidity. The proposed reverse stock split is a direct response to this regulatory pressure.

What Investors Should Do

1. Vote FOR the Reverse Stock Split Proposal
2. Vote FOR the Adjournment Proposal
3. Review the chosen Reverse Stock Split Ratio

Key Dates

• 2023-08-27: Nasdaq Notification of Non-Compliance — Nuvve received notice that its stock price was below the $1.00 minimum requirement for Nasdaq listing, triggering the need for corrective action.
• 2025-09-04: Record Date — Determined the stockholders eligible to vote at the Special Meeting, with 20,252,314 shares outstanding on this date.
• 2025-09-15: Proxy Statement Date — The date the proxy statement was issued, outlining the proposals for the Special Meeting and providing information to stockholders.
• 2025-09-17: Anticipated Mailing of Proxy Materials — Indicates when stockholders can expect to receive the official proxy materials, allowing time for review and voting.
• 2025-10-06: Special Meeting Date — The date stockholders will vote on the proposed reverse stock split and other matters, crucial for the company's Nasdaq compliance.

Glossary

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. This typically increases the per-share price. (The primary proposal at the Special Meeting, intended to increase Nuvve's stock price to meet Nasdaq's minimum bid price requirement.)

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company, providing detailed information to shareholders before a shareholder meeting. (This document contains the official proposals, board recommendations, and relevant background information for Nuvve's Special Meeting.)

Nasdaq Minimum Bid Price

The minimum price per share required by Nasdaq for a stock to remain listed on its exchange. For Nuvve, this is $1.00. (Nuvve is currently non-compliant with this requirement, making the reverse stock split proposal critical for continued listing.)

Common Stock

A class of stock that represents ownership in a corporation and entitles the holder to voting rights and a share of profits. (The shares of Nuvve Holding Corp. that are subject to the proposed reverse stock split.)

Certificate of Incorporation

The foundational legal document of a corporation, filed with the state, that outlines its basic structure, purpose, and powers. (An amendment to this document is required to authorize the reverse stock split.)

Proxy

A document or instruction authorizing another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (The company is soliciting proxies to ensure sufficient votes for the proposals, especially the reverse stock split.)

Year-Over-Year Comparison

This DEF 14A filing focuses on a critical upcoming Special Meeting to address Nasdaq listing compliance through a reverse stock split. Unlike previous filings that might have detailed operational performance or financial results, this document's primary purpose is to secure shareholder approval for a strategic maneuver to maintain market listing. Key metrics such as revenue, net income, and margins are not the focus here, but the underlying need for this action suggests potential financial pressures or a desire to improve the stock's market perception.

Key Financial Figures

• $0.0001 — and outstanding Common Stock, par value $0.0001 per share, within a range from 1-for-2
• $10,000 — Campaign Management a fee not to exceed $10,000, plus reimbursement for out of pocket e
• $1.00 — ties to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810

Filing Documents

• ea0257282-def14a_nuvve.htm (DEF 14A) — 200KB
• proxy_001.jpg (GRAPHIC) — 425KB
• proxy_002.jpg (GRAPHIC) — 407KB
• 0001213900-25-087633.txt ( ) — 1347KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 11 STOCKHOLDER PROPOSALS AND NOMINATIONS 13 OTHER STOCKHOLDER COMMUNICATIONS 13 DELIVERY OF DOCUMENTS TO SHAREHOLDERS 13 i NUVVE HOLDING CORP. 2488 Historic Decatur Road, Ste 230 San Diego, California 92106 PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AT 1:00 P.M. EASTERN TIME ON October 6, 2025 INTRODUCTION This Proxy Statement is being furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the Special Meeting of Shareholders (the “Special Meeting”) of Nuvve Holding Corporation, a Delaware corporation, and any postponements or adjournments thereof. The Special Meeting will be held on Monday, October 6, 2025 at 1:00 p.m. Eastern Time, via live audio webcas t at www.virtualshareholdermeeting.com/NVVE2025SM3, where you will be able to listen to the meeting live, submit questions and vote online. The information provided under “Questions and Answers About These Proxy Materials and Voting” below is for your convenience only. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on October 6, 2025 We anticipate that this Proxy Statement, the Notice of Special Meeting of Stockholders and form of proxy card will be mailed to our stockholders commencing on or about September 17, 2025. We are using the “Full Set Delivery” method of providing proxy materials to stockholders. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement an

View Full Filing

View this DEF 14A filing on SEC EDGAR