8-K: Nuvve Faces Nasdaq Delisting, Appeals Decision

Nuvve Holding Corp. received a Nasdaq delisting notice due to non-compliance with bid price and stockholders' equity rules, but has timely requested an appeal.

Summary

• Nuvve Holding Corp. received a written notice from Nasdaq on August 27, 2025, indicating non-compliance with the Bid Price Rule (5550(a)(2)) because its common stock closing price fell below $1.00 for 30 consecutive trading days.
• The company is also non-compliant with the $2,500,000 minimum stockholders' equity rule (550(b)(1)), which serves as an additional and separate basis for delisting.
• Nuvve is not eligible for the standard compliance period due to having effected reverse stock splits with a cumulative ratio of 250 shares or more to one over the prior one-year and two-year periods.
• Nasdaq stated that the company's securities would be suspended from trading on The Nasdaq Capital Market at the opening of business on September 5, 2025, unless an appeal was requested.
• On September 3, 2025, Nuvve timely requested a hearing with Nasdaq's Hearings Panel, which will stay any further suspension or delisting action pending the conclusion of the hearing process.

Sentiment

Score: 2

Explanation: The filing indicates severe financial and operational distress, evidenced by non-compliance with multiple Nasdaq listing rules and a history of significant reverse stock splits. While an appeal has been filed, the underlying issues are substantial, and the outcome is highly uncertain, posing significant risks to investors.

Positives

• The company timely requested a hearing with Nasdaq's Hearings Panel by September 3, 2025, which temporarily stays any further suspension or delisting action.

Negatives

• Nuvve's common stock closing price fell below $1.00 per share for 30 consecutive trading days, violating Nasdaq's Bid Price Rule (5550(a)(2)).
• The company remains non-compliant with the $2,500,000 minimum stockholders' equity rule (550(b)(1)).
• Nuvve is ineligible for the standard compliance period due to multiple reverse stock splits (cumulative ratio of 250:1 or more) over the prior one-year and two-year periods.
• Nasdaq issued a notice of delisting, with a potential suspension date of September 5, 2025, if an appeal was not filed.

Risks

• There is no assurance that Nasdaq's Hearings Panel will grant the company's request for continued listing.
• The company may not be able to regain compliance with Nasdaq's listing rules, including the Bid Price Rule and the Equity Rule.
• Failure to maintain listing on Nasdaq could significantly impact the company's liquidity, access to capital, and investor confidence.
• The company's past history of significant reverse stock splits indicates ongoing challenges in maintaining share price and market capitalization.

Future Outlook

The company's future outlook is uncertain, with no assurance that the Nasdaq Hearings Panel will grant its request for continued listing or that it will be able to regain and maintain compliance with Nasdaq's listing standards. The outcome of the hearing process will be critical.

Management Comments

• Gregory Poilasne, Chief Executive Officer, signed the report on behalf of Nuvve Holding Corp.

Industry Context

This situation highlights the challenges faced by smaller-cap companies, particularly those in emerging or capital-intensive sectors like electric vehicle charging and vehicle-to-grid (V2G) technology, in maintaining market capitalization and meeting stringent exchange listing requirements during periods of market volatility or operational challenges. Persistent non-compliance and reliance on reverse stock splits can erode investor confidence and signal underlying financial distress, making it harder to attract necessary capital.

Comparison to Industry Standards

• Maintaining a minimum bid price of $1.00 and a minimum stockholders' equity of $2,500,000 are standard listing requirements for The Nasdaq Capital Market, which Nuvve has failed to meet.
• The ineligibility for a standard compliance period due to multiple reverse stock splits (cumulative ratio of 250:1 or more) is a significant red flag, indicating a more severe and prolonged struggle to maintain share value compared to peers who might receive a standard grace period for bid price non-compliance.
• Companies like ChargePoint (CHPT) or EVgo (EVGO) in the broader EV charging sector, while facing their own market pressures, have generally maintained Nasdaq listing compliance, setting a benchmark that Nuvve is currently failing to meet.

Stakeholder Impact

• Shareholders face significant uncertainty regarding the company's continued listing on Nasdaq, which could lead to reduced liquidity and further share price depreciation.
• Potential delisting could impact investor confidence and the company's ability to raise capital in the future.
• Employees and customers may face indirect impacts from the company's financial instability and uncertain future.

Next Steps

• Attend a hearing with Nasdaq's Hearings Panel to present a plan for regaining compliance and argue for continued listing.
• Implement strategies to increase the common stock's bid price above $1.00.
• Implement strategies to increase stockholders' equity above $2,500,000.

Key Dates

Recommendation

Nuvve Holding Corp. faces imminent delisting from Nasdaq due to persistent non-compliance with both the bid price and minimum stockholders' equity rules. The company's ineligibility for a standard compliance period, stemming from multiple reverse stock splits with a cumulative ratio of 250:1 or more over the past two years, signals deep-seated financial distress and a history of significant shareholder value destruction. While an appeal has been filed, the fundamental issues remain severe, and the probability of successfully regaining and maintaining compliance is low given the past performance. This situation presents an extremely high risk to shareholders, including potential loss of liquidity, further dilution, and substantial capital loss. A strong sell recommendation is warranted to mitigate further exposure to this highly speculative and distressed asset.

Keywords

Nuvve, NVVE, Nasdaq, delisting, bid price rule, stockholders' equity, reverse stock split, compliance, SEC filing, 8-K