10-Q: Nuvve Faces Delisting Risk Amid Soaring Losses

Nuvve Holding Corp. reported a significant increase in net losses and negative working capital, raising substantial doubt about its ability to continue as a going concern, while also facing Nasdaq delisting threats.

Summary

• Nuvve Holding Corp. reported a net loss of $25.24 million for the nine months ended September 30, 2025, a 105% increase from $12.33 million in the same period of 2024.
• Total revenue decreased by 18.7% to $2.84 million for the nine months ended September 30, 2025, primarily due to a $0.95 million decrease in services revenue.
• The company's operating loss widened to $25.50 million for the nine months ended September 30, 2025, up 72% from $14.85 million in the prior year.
• Selling, general, and administrative expenses surged by 89.1% to $23.72 million, including $8.2 million for warrants issued for cryptocurrency strategy consulting services and $1.1 million in bad debt expenses related to the Fresno EV infrastructure project.
• Nuvve had a negative working capital of $3.4 million and a total stockholders' deficit of $1.9 million as of September 30, 2025.
• Management has concluded that substantial doubt exists about the company's ability to continue as a going concern for the next twelve months.
• The company received Nasdaq notices for non-compliance with the minimum stockholders' equity rule ($2.5 million) and the minimum bid price rule ($1.00 per share), with an extension granted to regain compliance by December 31, 2025.
• Nuvve completed a public offering in July 2025, raising approximately $5.5 million in gross proceeds.
• The company acquired substantially all assets of Fermata Energy LLC in April 2025, forming Fermata Energy II LLC to develop energy management and bidirectional charging technology.
• Nuvve formed Nuvve New Mexico LLC in April 2025 to support a new State of New Mexico contract.
• The previously announced digital asset treasury strategy, including HYPE tokens, was abandoned in November 2025, with no cryptocurrency assets held as of September 30, 2025.
• A legal dispute is ongoing with supplier Rhombus Energy Solutions, Inc. regarding warranty obligations for DC Chargers and a counter-claim for failure to purchase additional chargers.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, evidenced by significantly increased net losses, negative working capital, and a 'going concern' warning. The Nasdaq delisting threat is a major negative. While there are some strategic expansions and capital raises, they are overshadowed by the fundamental financial instability and operational challenges, including the abandonment of a costly digital asset strategy.

Positives

• Products revenue increased by 19% to $1.66 million for the nine months ended September 30, 2025, driven by higher customer sales orders and shipments.
• Nuvve Japan, a subsidiary, secured an agreement to deploy a stationary battery project in Tainai City, Niigata Prefecture, aiming for operation in the first half of 2026.
• The company successfully raised approximately $5.5 million in gross proceeds from a registered public offering in July 2025.
• The acquisition of Fermata Energy II LLC expands Nuvve's capabilities in energy management and bidirectional charging technology solutions.
• The formation of Nuvve New Mexico LLC supports a new State of New Mexico contract, indicating business expansion.

Negatives

• Net loss increased by 105% to $25.24 million for the nine months ended September 30, 2025, compared to $12.33 million in the prior year.
• Total revenue decreased by 18.7% to $2.84 million, primarily due to a 53% decrease in services revenue, impacted by the cessation of management fees from the Fresno EV infrastructure project.
• Operating expenses increased significantly by 54% to $28.34 million for the nine months ended September 30, 2025.
• Selling, general, and administrative expenses rose by 89.1% to $23.72 million, partly due to $8.2 million in fair value of warrants for a now-abandoned cryptocurrency strategy and $1.1 million in bad debt.
• The company has a negative working capital of $3.4 million and a total stockholders' deficit of $1.9 million as of September 30, 2025.
• Substantial doubt exists about the company's ability to continue as a going concern.
• Nuvve faces potential delisting from the Nasdaq Capital Market due to non-compliance with minimum stockholders' equity and bid price rules.
• The company abandoned its digital asset treasury strategy after incurring significant expenses related to it.

Risks

• Inability to maintain compliance with Nasdaq Stock Market listing requirements, leading to potential delisting.
• Substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows.
• Dependence on widespread acceptance and adoption of electric vehicles and increased installation of charging stations.
• Ability to maintain effective internal controls over financial reporting, including remediation of identified material weaknesses.
• Current dependence on sales of charging stations for most revenues.
• Potential for reduced demand if governmental rebates, tax credits, and other financial incentives for EVs are reduced, modified, or eliminated.
• Potential adverse effects on backlog, revenue, and gross margins if customers increasingly claim clean energy credits, making them unavailable to Nuvve.
• Effects of competition on Nuvve's future business.
• Dependence on intellectual property and the risk of undetected defects or errors in technology.
• Risks and uncertainties associated with conducting operations through joint ventures, many of which are outside of Nuvve's control.
• Changes in applicable laws or regulations.
• Risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data.
• Adverse effects from other economic, business, and/or competitive factors.
• Risks related to changes in regulations applicable to operations.
• Risks related to the abandoned bitcoin treasury strategy (though the strategy was abandoned, the filing mentions 'risks related to our bitcoin treasury strategy' in the forward-looking statements section, implying general digital asset strategy risks).
• The Fresno EV infrastructure project management backlog of $14.7 million is at risk due to the customer not securing necessary financing.
• Uncertain outcome and potential adverse impact of legal proceedings, including the dispute with Rhombus Energy Solutions, Inc.

Future Outlook

Management expects to continue generating operating losses and negative cash flows, requiring additional funding to support operations through profitability and to repay debt. The transition to profitability is dependent on the successful expanded commercialization of the GIVe platform and achieving adequate revenue. The company plans to fund operations through debt, increased revenues, and additional capital raises. There is no assurance of successful future fundraising. The company is evaluating the impact of new accounting standards (ASU 2023-09 and ASU 2024-03) on its financial statements, with ASU 2023-09 effective for the year ending December 31, 2025, and ASU 2024-03 effective for annual periods beginning after December 15, 2026.

Management Comments

• Management plans to fund current operations and satisfy its other obligations through increased revenues and raising additional capital.
• Management's expectations with respect to the company's ability to fund current operations and its other obligations is based on estimates that are subject to risks and uncertainties.
• Management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the company's ability to continue as a going concern for twelve months from the date of issuance of our financial statements.
• We intend to pursue our plan to regain compliance as presented to the Panel (Nasdaq Hearings Panel) and regain compliance with each of the Stockholders Equity Rule and the Bid Price Rule within the applicable compliance period provided by the Panel.
• We believe we do not have any obligation to purchase additional non-conforming DC Chargers (from Rhombus Energy Solutions, Inc.). Therefore, we believe that Rhombus's position does not have any merit, and we intend to exercise all available rights and remedies in our legal action against Rhombus.

Industry Context

Nuvve operates in the rapidly evolving electric vehicle (EV) and smart grid sectors, specifically focusing on Vehicle-to-Grid (V2G) technology. While the broader EV market is experiencing growth, Nuvve's financial performance indicates significant challenges in commercializing its GIVe platform and achieving profitability. The company's strategy of forming joint ventures and acquiring assets like Fermata Energy II LLC aligns with industry trends towards integrated energy management and bidirectional charging solutions. However, the substantial losses and reliance on capital raises suggest difficulties in scaling operations and competing effectively in a capital-intensive and competitive market. The abandonment of the digital asset treasury strategy indicates a shift away from speculative ventures, potentially refocusing on core V2G business, but also highlights past misallocations of resources.

Comparison to Industry Standards

• NA

Corporate Governance

Legal Proceedings

• The company initiated a legal action against Rhombus Energy Solutions, Inc. on February 21, 2025, related to its refusal to honor certain warranty and commissioning obligations for DC Chargers.
• Rhombus Energy Solutions, Inc. filed a demand for arbitration, claiming the company breached terms of a previous settlement agreement by failing to purchase additional DC Chargers. The company believes Rhombus's position lacks merit.

Related Party Transactions

• Promissory Notes with conversion options were issued to Gregory Poilasne (CEO) and David Robson (CFO) on August 16, 2024, for an aggregate of $1,500,000 to support Deep Impact project costs. As of September 30, 2025, they funded $610,500 and $230,000 respectively.
• Promissory notes were issued to Gregory Poilasne (CEO) and David Robson (CFO) in February 2025 for an aggregate of $266,000, which were repaid on September 24, 2025, for $283,578 by assigning a receivable.
• Gregory Poilasne (CEO) participated as an investor in the October 2024 Senior Convertible Notes, receiving a principal amount of $250,000, which he converted into 526,094 common shares.
• Fermata Energy II LLC issued promissory notes with conversion options to certain employees, including Gregory Poilasne (CEO), in April 2025 for a principal amount of $205,882.
• The company holds equity interests in and provides consulting services to Dreev, an entity in which a company stockholder owns the other portion of equity interests. The company agreed to sell its 4.65% equity interest in Dreev to EDF for 800,000 Euros on October 8, 2025.
• Included in accrued expenses is $0.16 million owed to current and former Board members for past quarterly services.
• Revenue of $18,482 for the nine months ended September 30, 2025, was recognized from an entity that is an investor in the company (compared to $139,176 in 2024).

Stakeholder Impact

• **Shareholders**: Significant dilution from multiple equity raises and convertible note conversions. Risk of further dilution from future capital raises and potential reverse stock splits. Nasdaq delisting poses a major risk to liquidity and share value. The 'going concern' warning indicates high investment risk.
• **Employees**: Stock-based compensation plans are in place, but the company's financial instability and delisting risk could impact employee morale and the value of equity incentives. The acquisition of Fermata Energy II LLC and formation of Nuvve New Mexico LLC could create new opportunities.
• **Customers**: The ongoing legal dispute with Rhombus, a DC charger supplier, could impact product availability or support. The at-risk Fresno EV infrastructure project backlog highlights potential project execution challenges. New contracts in New Mexico and Japan indicate continued service offerings.
• **Suppliers**: The legal dispute with Rhombus indicates potential payment or contractual issues with suppliers.
• **Creditors**: The company has significant debt obligations and a 'going concern' warning, increasing credit risk. Convertible notes have been converted, reducing some debt, but new debt has also been incurred.

Next Steps

• Regain compliance with Nasdaq's minimum stockholders' equity rule and bid price rule by December 31, 2025, as per the extension granted by the Hearings Panel.
• Successfully expand commercialization of the GIVe platform to achieve a level of revenues adequate to support its cost structure and transition to profitability.
• Secure additional funding through debt obligations, increased revenues, and further capital raises to support planned operating activities.
• Continue legal action against Rhombus Energy Solutions, Inc. regarding warranty and commissioning obligations for DC Chargers.
• Nuvve Japan to proceed with the deployment of a stationary battery project in Tainai City, Niigata Prefecture, aiming for operation commencement in the first half of 2026.
• The Board of Directors to determine the exact ratio for the recently approved reverse stock split (within 1-for-2 to 1-for-40 range).

Key Dates

Recommendation

Nuvve Holding Corp. is in a precarious financial position, marked by a 105% increase in net losses, negative working capital, and an explicit 'going concern' warning from management. The company faces imminent threats of delisting from the Nasdaq Capital Market due to non-compliance with both stockholders' equity and bid price rules, which would severely impair liquidity and investor confidence. While the company has engaged in capital raises and strategic acquisitions, these efforts are overshadowed by persistent operational losses, a significant increase in SG&A expenses (partially due to an abandoned cryptocurrency strategy), and ongoing legal disputes. The fundamental financial health is deteriorating, and the risks of further dilution, continued losses, and potential delisting make the stock a high-risk, low-reward proposition for investors.

Keywords

EV charging, V2G, Vehicle-to-Grid, Electric Vehicles, Energy Management, Bidirectional Charging, Nasdaq Delisting, Going Concern, SEC 10-Q, Financial Results, Clean Energy, Smart Grid, Renewable Energy