8-K: Nuvve Secures $5.4M, Boosts Shares, Aims for Nasdaq Compliance

Nuvve Holding Corp. announced the closing of a $5.4 million private placement of Series A Convertible Preferred Stock and warrants, alongside an increase in authorized common stock, aiming to regain Nasdaq compliance.

Summary

• Nuvve Holding Corp. closed a private placement on December 30, 2025, raising gross proceeds of $5.4 million.
• The company issued an aggregate of 6,000 shares of newly-designated Series A Convertible Preferred Stock and warrants to purchase an aggregate of 2,534,856 shares of common stock.
• Each Series A Preferred Stock share had a stated value of $1,000 but was purchased at $900, representing a 10% original issue discount.
• The initial conversion price for the Series A Preferred Stock is $2.367 per share, which was a 10% discount to the common stock's closing price immediately prior to the private placement.
• Warrants are exercisable immediately at an initial exercise price of $3.5505 per share and expire five years from issuance.
• Stockholders approved an amendment to the company's Certificate of Incorporation on December 29, 2025, increasing the total authorized shares of Common Stock from 200,000,000 to 400,000,000.
• Stockholders also approved the issuance of common stock related to the private placement and an existing equity line of credit facility (ELOC) to comply with Nasdaq Listing Rule 5635.
• The company intends to use the net proceeds for working capital and general corporate purposes.
• Nuvve believes this private placement will enable it to regain compliance with Nasdaq's requirement of maintaining stockholders' equity of at least $2.5 million.

Sentiment

Score: 6

Explanation: The capital raise addresses an immediate and critical financial need (Nasdaq compliance) and provides working capital, which is a significant positive. However, the terms of the financing, including the original issue discount and potential for substantial dilution from the convertible preferred stock and warrants, introduce notable negatives for existing common shareholders. The overall sentiment is cautiously positive due to resolving a critical listing issue, but tempered by the dilutive nature of the financing.

Positives

• Successfully raised $5.4 million in gross proceeds, providing capital for working capital and general corporate purposes.
• The company believes it has regained compliance with Nasdaq's $2.5 million stockholders' equity requirement, mitigating immediate delisting risk.
• Stockholder approval for the private placement and the increase in authorized common stock demonstrates support for the company's capital strategy and future flexibility.

Negatives

• The Series A Preferred Stock was issued at a 10% original issue discount ($900 purchase price for a $1,000 stated value).
• The initial conversion price for the Series A Preferred Stock ($2.367 per share) represented a 10% discount to the common stock's closing price immediately prior to the private placement.
• Potential for significant dilution for existing common stockholders from the conversion of Series A Preferred Stock and the exercise of warrants.
• The increase in authorized common stock to 400,000,000 shares enables substantial future equity issuances and potential dilution.
• Uncertainty remains regarding Nasdaq's final determination on the company's compliance status for continued listing.

Risks

• There can be no assurances regarding the continued listing of the Common Stock on the Nasdaq Capital Market until Nasdaq makes a final determination on compliance.
• Potential for further dilution from the conversion of Series A Preferred Stock and the exercise of warrants.
• Failure to maintain current public information requirements under Rule 144 or lapses in the effectiveness of any Conversion Shares Registration Statement could trigger an increased dividend rate of 18% per annum on the Preferred Stock.
• Failure to deliver Conversion Shares timely upon conversion could result in liquidated damages and other remedies for holders.
• The Certificate of Designation imposes negative covenants, restricting the company's ability to incur certain indebtedness or liens, pay cash dividends on junior securities, or repurchase common stock without the consent of Preferred Stock holders.

Future Outlook

Nuvve intends to use the net proceeds from the private placement for working capital and general corporate purposes. The company believes this capital raise will enable it to regain compliance with Nasdaq's stockholders' equity listing requirement. A registration statement will be filed with the SEC to register the resale of common stock issuable upon conversion of the Series A Preferred Stock and exercise of the related warrants.

Management Comments

• Nuvve believes that the closing of the Private Placement will enable the Company to regain compliance with Nasdaq's stockholders equity listing requirement ahead of the previously disclosed deadline established by Nasdaq for Nuvve's compliance of December 31, 2025.

Industry Context

Nuvve operates in the growing sector of distributed grid assets management and vehicle-to-grid (V2G) technology. This capital raise supports its operations and strategic initiatives in an industry focused on integrating electric vehicles with energy grids to enhance reliability, accelerate electrification, and lower costs, contributing to a clean energy future.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: Face potential significant dilution from the conversion of preferred stock and exercise of warrants. However, the capital raise addresses a critical Nasdaq listing compliance issue, which is positive for maintaining market access and liquidity.
• Investors (Purchasers in Private Placement): Acquired preferred stock with a 10% original issue discount and warrants, along with protective provisions such as anti-dilution adjustments and an increased dividend rate upon triggering events.
• Nasdaq: The company is taking steps to regain compliance with listing requirements, which is positive for Nasdaq's regulatory oversight and market integrity.

Next Steps

• Notify Nasdaq of compliance status so Nasdaq can make a determination regarding continued listing on The Nasdaq Capital Market.
• File a registration statement with the SEC registering the resale of the shares of common stock issuable upon conversion of the Series A Preferred Stock and exercise of the related warrants.

Key Dates

Recommendation

While the capital raise addresses an immediate and critical issue of Nasdaq listing compliance, providing necessary working capital, the terms of the private placement, including the original issue discount and potential for significant dilution from the convertible preferred stock and warrants, introduce considerable uncertainty for existing common shareholders. The increase in authorized shares further enables future dilution. Investors should hold to monitor the company's progress in regaining full Nasdaq compliance and assess the impact of the dilution on future earnings and share price performance before making further investment decisions. The V2G technology is promising, but the financial structure of this raise warrants caution.

Keywords

Nuvve, NVVE, Private Placement, Series A Preferred Stock, Warrants, Nasdaq Compliance, Capital Raise, Equity Financing, Vehicle-to-Grid, V2G, Common Stock, Authorized Shares, Dilution, SEC Filing, 8-K