DEFR14A: Nuvve Seeks Reverse Stock Split to Avoid Nasdaq Delisting

Nuvve Holding Corp. is seeking shareholder approval for a reverse stock split to regain compliance with Nasdaq's minimum bid price requirement and avoid delisting.

Summary

• Nuvve Holding Corp. filed an Amendment No. 1 to its definitive proxy statement for a Special Meeting of Shareholders.
• The amendment corrects the total shares outstanding on the record date from 20,252,314 to 19,942,839.
• The primary purpose of the Special Meeting is to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split.
• The proposed reverse stock split ratio will be determined by the Board, ranging from 1-for-2 to 1-for-40.
• The reverse stock split is intended to increase the Company's stock price to comply with Nasdaq's minimum bid price requirement of $1.00 per share.
• Nuvve received a Nasdaq notification on August 27, 2023, for failing to meet the minimum bid price requirement.
• The Company is not eligible for the standard 180-day compliance period due to prior reverse stock splits with a cumulative ratio of 250:1 or more over the past two years.
• Nuvve has formally appealed the delisting determination and will appear before the Nasdaq Hearings Panel.
• Shareholders will also vote on a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies.
• As of the record date, September 4, 2025, 19,942,839 shares of common stock were issued and outstanding.

Sentiment

Score: 3

Explanation: The filing addresses a critical issue (Nasdaq delisting) with a proposed solution (reverse stock split). While proactive, the underlying reason for the split (persistent low stock price and prior splits) indicates significant challenges. The risks associated with the split are clearly stated, and there's no guarantee of long-term success or improved investor perception. The need for future capital raises also adds a layer of uncertainty.

Positives

• The Board is actively addressing the Nasdaq minimum bid price non-compliance issue to prevent delisting.
• The proposed reverse stock split, if successful, could help the company regain and maintain Nasdaq listing, which is crucial for liquidity and investor confidence.
• The Board's flexibility to determine the exact split ratio (1-for-2 to 1-for-40) allows for adaptation to market conditions.
• Stockholders who would otherwise receive fractional shares will be rounded up to a full share, avoiding cash payments for fractional shares.

Negatives

• The company is facing potential delisting from the Nasdaq Capital Market due to failure to maintain a minimum bid price of $1.00 per share.
• Nuvve is not eligible for the standard 180-day compliance period due to a history of significant reverse stock splits (cumulative ratio of 250:1 or more over two years), indicating persistent stock price issues.
• There is no assurance that the reverse stock split will proportionately increase the share price or that the increased price will be maintained.
• A reverse stock split can be viewed negatively by investors, potentially impacting market price adversely.
• The reverse stock split may not increase attractiveness to institutional investors or improve liquidity despite a reduced number of shares outstanding.
• Stockholders owning less than 100 shares after the split may incur higher trading costs for "odd lot" transactions.

Risks

• The effect of the Reverse Stock Split upon the market price for Common Stock cannot be accurately predicted.
• There is no assurance that the price per share of Common Stock after the Reverse Stock Split will be proportionately higher or maintained for any period.
• The Reverse Stock Split may not achieve the desired results of maintaining compliance with Nasdaq listing requirements.
• Negative investor perception of a reverse stock split could adversely impact the market price of Common Stock.
• The Reverse Stock Split may not make Common Stock more attractive to institutional and other long-term investors or increase liquidity.
• Stockholders will own a smaller number of shares, and those with less than one hundred shares (odd lot) may face incrementally higher trading costs.
• The company's continued operations depend on its ability to raise additional funding, which could involve issuing more shares and potentially diluting existing shareholders.
• The federal income tax treatment for stockholders receiving a "Round-Up Fractional Share" is unclear.

Future Outlook

The Board intends to implement the Reverse Stock Split as soon as practicable if approved, aiming to increase the trading price of the Common Stock above $1.00 per share to regain Nasdaq compliance. The company's development and continued operations are dependent on its ability to raise substantial additional capital, potentially through future equity issuances.

Management Comments

• Our Board recommends a vote: FOR the Reverse Stock Split Proposal; and FOR the Adjournment Proposal.
• The Board has determined that it is in the best interests of the Company and its stockholders to implement the Reverse Stock Split in order to reduce the number of shares of Common Stock outstanding.
• The Board believes that approval of a proposal providing the Board with this generalized grant of authority with respect to setting the split ratio... will give the Board flexibility to set the ratio in accordance with current market conditions and therefore allow the Board to act in the best interests of the Company and our stockholders.
• The Board has determined that these negative factors [risks of reverse split] are outweighed by the potential benefits.

Industry Context

The need for a reverse stock split to maintain Nasdaq listing is a common challenge for smaller capitalization companies, particularly those in growth-oriented or emerging technology sectors like vehicle-to-grid (V2G) technology, which Nuvve operates in. Such actions are often taken to meet exchange listing requirements, improve stock perception, and potentially attract institutional investors, though their effectiveness can vary depending on underlying business performance and market sentiment.

Corporate Governance

Legal Proceedings

• The company has formally appealed the delisting determination from Nasdaq and will be going before the Nasdaq Hearings Panel to defend its appeal.

Stakeholder Impact

• Shareholders will own fewer shares after the reverse stock split, potentially facing higher trading costs for odd lots. Their proportionate equity interest and voting rights will not change, but the market price and liquidity are uncertain. Potential for future dilution from capital raises.
• Nasdaq's listing requirements are directly impacted, with the outcome determining Nuvve's continued listing status.

Next Steps

• Hold a Special Meeting of Stockholders on October 6, 2025, to vote on the reverse stock split and adjournment proposals.
• If approved, the Board will determine the exact ratio and effect the reverse stock split.
• The company will continue its appeal against the Nasdaq delisting determination before the Nasdaq Hearings Panel.
• If the reverse stock split is implemented, it must be completed no later than 10 business days prior to the date set by the Nasdaq Hearing Panel.
• The company will file a current report on Form 8-K with the SEC within four business days after the Special Meeting to disclose voting results.
• The company will continue to seek substantial additional capital for business development and operations.

Key Dates

Recommendation

While the proposed reverse stock split is a necessary step to address Nasdaq delisting concerns, it does not fundamentally alter the company's underlying business or financial health. The history of prior reverse splits and the ongoing need for capital raises suggest persistent challenges. The outcome of the Nasdaq appeal and the market's reaction to the split are uncertain. Investors should hold to observe the effectiveness of this action and any subsequent operational improvements or financing activities before making further investment decisions.

Keywords

Nuvve Holding Corp, NVVE, Reverse Stock Split, Nasdaq Compliance, Delisting, Proxy Statement, Shareholder Meeting, Stock Price, Corporate Governance, Equity, Capital Market