Form 4: Nuvve CEO Converts Debt to Equity

Nuvve Holding Corp. CEO Gregory Poilasne converted a $277,777.63 convertible note into 526,094 common shares at $0.528 per share.

Summary

• Chief Executive Officer and Director Gregory Poilasne converted a senior convertible promissory note into common stock.
• The conversion occurred on August 15, 2025.
• The converted amount included approximately $250,000 in principal and $27,777.63 in accrued interest, totaling $277,777.63.
• 526,094 shares of Nuvve Holding Corp. common stock were acquired at a conversion price of $0.528 per share.
• The original note was acquired on October 31, 2024, for $225,000, with a principal amount of $250,000 and an 8% interest rate.
• The issuance of shares upon conversion was approved by stockholders on February 21, 2025.
• The initial conversion price of the note was $3.402 per share, subject to anti-dilution provisions and a floor price of $0.528 per share.
• Following the transaction, Gregory Poilasne directly holds 533,474.784 shares of common stock.

Sentiment

Score: 4

Explanation: While the conversion reduces debt and shows insider commitment, the extremely low conversion price compared to the original note's terms suggests significant value erosion and dilution, outweighing the positive aspects of debt reduction and insider confidence.

Positives

• CEO Gregory Poilasne's conversion of debt to equity demonstrates a commitment to the company and confidence in its future.
• The conversion reduces the company's outstanding debt obligations by $277,777.63.
• Stockholder approval for the share issuance indicates alignment between management and shareholders regarding this transaction.

Negatives

• The conversion occurred at a significantly lower price ($0.528 per share) than the initial conversion price of the note ($3.402 per share), indicating a substantial decline in the company's share value since the note's issuance.
• The issuance of 526,094 new shares will result in dilution for existing shareholders.

Risks

• The significant reduction in conversion price from $3.402 to $0.528 per share highlights potential risks related to share price volatility and valuation.
• Future anti-dilution provisions in similar convertible notes could lead to further dilution if the stock price continues to decline.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the details of the completed transaction.

Industry Context

This transaction, involving a CEO converting debt to equity at a significantly reduced conversion price, is common in companies experiencing financial distress or significant share price decline. It can be a mechanism to strengthen the balance sheet by reducing debt, while also signaling insider confidence, albeit at a potentially dilutive cost to existing shareholders. Nuvve operates in the Vehicle-to-Grid (V2G) technology sector, which is capital-intensive and often requires significant investment, making such financial maneuvers relevant to its operational sustainability.

Comparison to Industry Standards

• The conversion of convertible notes by insiders is a common financing and debt management strategy, particularly for growth-stage companies in capital-intensive sectors like V2G technology.
• The significant reduction in conversion price from $3.402 to $0.528 per share is indicative of the challenging market conditions and valuation pressures faced by many emerging technology companies, similar to other V2G or EV charging infrastructure companies that have seen substantial share price volatility.
• Stockholder approval for such share issuances, as seen here on February 21, 2025, aligns with good corporate governance practices, ensuring transparency and shareholder consent for potentially dilutive transactions.

Corporate Governance

Related Party Transactions

• The transaction involves the conversion of a convertible promissory note held by Gregory Poilasne, the Chief Executive Officer and a Director of Nuvve Holding Corp., making it a related party transaction.
• The original acquisition of the $250,000 principal amount convertible promissory note by the CEO on October 31, 2024, for $225,000, was also a related party transaction.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of 526,094 new shares at a low conversion price. However, the conversion reduces company debt.
• Creditors: The conversion of the note reduces the company's outstanding debt, potentially improving its balance sheet and creditworthiness.
• Management/Employees: The CEO's increased equity stake aligns his interests more closely with shareholders, potentially boosting morale and commitment.

Key Dates

Recommendation

While the CEO's conversion of debt to equity signals confidence and reduces company debt, the extremely low conversion price relative to the note's initial terms indicates significant prior share price depreciation and substantial dilution. This mixed signal suggests a 'hold' position, as the positive of debt reduction and insider commitment is offset by the negative implications of past valuation decline and current dilution. Investors should monitor future financial performance and strategic developments closely.

Keywords

Nuvve Holding Corp, NVVE, SEC Form 4, Insider Trading, Convertible Note, Debt Conversion, Equity Conversion, Gregory Poilasne, CEO, Stockholder Approval, Dilution, Vehicle-to-Grid, V2G