NUVVE ANNOUNCES 1-FOR-40 REVERSE STOCK SPLIT

Rhea-AI Summary

Nuvve Holding Corp. (NVVE) announced a 1-for-40 reverse stock split of its common stock, effective on January 19, 2024. The reverse stock split aims to regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Capital Market. Following the split, the total issued and outstanding shares will reduce from approximately 49.9 million shares to approximately 1.3 million shares, with no change in the par value of $0.0001 per share. The reverse stock split will not affect the total authorized number of shares. Nuvve's common stock will continue to trade on the Nasdaq Capital Market under the symbol 'NVVE' with the new CUSIP number, 67079Y209.

Financial Analyst

The announcement of Nuvve Holding Corp's 1-for-40 reverse stock split is a strategic move aimed at addressing the company's non-compliance with Nasdaq's minimum bid price requirement. This action is likely to have a significant impact on investor perception and the stock's marketability. A reverse stock split often signals a company's efforts to improve its stock's prestige and prevent delisting, which can be perceived positively by the market if it leads to improved trading dynamics. However, it could also raise concerns about the company's long-term value proposition and underlying financial health.

From a quantitative perspective, the reduction in outstanding shares from approximately 49.9 million to about 1.3 million should lead to a proportionate increase in the stock price, all else being equal. This could potentially attract a different class of investors, those who might have previously been deterred by the low share price. However, the market's reaction will also hinge on the company's future performance and its ability to leverage its V2G technology platform for growth.

Market Research Analyst

Considering the clean energy sector's growth trajectory and the increasing adoption of electric vehicles (EVs), Nuvve's V2G technology platform positions the company in a promising market niche. The reverse stock split could be interpreted as a move to ensure that the company remains a viable player within this competitive landscape. By potentially improving stock liquidity and ensuring Nasdaq listing compliance, Nuvve could better position itself to attract institutional investors and partnerships that are crucial for scaling operations and investing in R&D.

However, it is essential to monitor the market's reception to the reverse stock split, as it could also trigger short-term volatility. Investors and analysts should closely follow the company's subsequent quarterly financial results and any strategic announcements to gauge the efficacy of this corporate action in the broader context of the company's operational performance and market positioning.

Legal Expert

The legal implications of the reverse stock split include the need for proportional adjustments to the terms of Nuvve's outstanding stock options, restricted stock units and warrants. These adjustments are standard practice to preserve the economic interests of stakeholders following such corporate actions. Additionally, the company's adherence to the stockholder-approved proposal range and the subsequent board approval indicate compliance with corporate governance norms and shareholder rights.

It is also worth noting that no fractional shares will be issued and shareholders will receive rounded-up shares instead, which is a shareholder-friendly approach to handling fractional shares. The legal process surrounding the reverse stock split appears to be straightforward, with the transfer agent handling the technical aspects of ownership adjustment, minimizing the need for action from individual shareholders.

SAN DIEGO, Jan. 18, 2024 /PRNewswire/ -- Nuvve Holding Corp. ("Nuvve" or the "Company") (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid and provides other grid services, today announced that it will effect a 1-for-40 reverse stock split of its common stock, to be effective as of 5:00 p.m. Eastern Time on Friday, January 19, 2024. Nuvve's common stock will begin trading on a split-adjusted basis commencing upon market open on Monday, January 22, 2024.

Following the reverse stock split, the Company's common stock will continue to trade on the Nasdaq Capital Market under the symbol "NVVE" with the new CUSIP number, 67079Y209. The CUSIP number for the Company's publicly traded warrants will not change.

At the effective time of the reverse stock split, every 40 shares of Nuvve's issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock without any change in the par value of $0.0001 per share. The reverse stock split will reduce the number of issued and outstanding shares of the Company's common stock from approximately 49.9 million shares to approximately 1.3 million shares. The total authorized number of shares will not be reduced. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise or vesting of the Company's outstanding stock options, restricted stock units, and warrants, as well as the applicable exercise or conversion prices, and to the number of shares issuable under the Company's equity incentive plans and other existing agreements. No fractional shares will be issued in connection with the reverse stock split, and fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.

As previously disclosed, at a special meeting of stockholders held on January 5, 2024, the Company's stockholders voted to approve a proposal granting the Company's Board of Directors the discretion to amend the Company's certificate of incorporation to effect a reverse stock split of the Company's common stock at a ratio of not less than 1-for-2 and not more than 1-for-40. Following the special meeting of stockholders, on January 5, 2024, the Company's Board of Directors approved a 1-for-40 reverse stock split. The reverse stock split is intended for Nuvve to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq Capital Market.

Nuvve's transfer agent, Continental Stock Transfer & Trust Company, will provide information to stockholders regarding their stock ownership following the reverse stock split. Stockholders holding their shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Their accounts will be automatically adjusted to reflect the number of shares owned. Beneficial holders are encouraged to contact their bank, broker or other nominee with any procedural questions.

About Nuvve Holding Corp.

Nuvve Holding Corp. (Nasdaq: NVVE) is a global leader in vehicle-to-grid (V2G) technology serving the mission-critical needs of commercial fleets. The company's intelligent, cloud-based software, Nuvve GIVe™, is a platform that transforms electric fleets into mobile storage resources allowing them to contribute, and not just consume, electricity. It enables a flexible suite of V2G, charge management and grid services that provide electric grid resilience while also generating recurring revenues to offset fleet operation costs. Committed to accelerating the planet's transition to a net-zero future, Nuvve is securing fleet electrification partners across the e-mobility and grid value chain and supports active deployments around the world with 18.3 megawatts currently under management. Nuvve is headquartered in San Diego, Calif., USA. To learn more about the value of V2G, futureproofing EV infrastructure and using EVs for grid resilience, visit nuvve.com.

Cautionary Statement Regarding Forward-Looking Statements 

This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning the expected timing and implementation of the reverse stock split and the commencement of trading of Nuvve's post-split common stock and Nuvve's ability to maintain compliance with Nasdaq's continued listing requirements. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve's most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. Nuvve does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise except as required by law.

Nuvve Investor Contact
investorrelations@nuvve.com
+1 (619) 483-3448

Nuvve Press Contacts
(W)right On Communications, Larry Smalheiser
lsmalheiser@wrightoncomm.com
925-413-3137

Joele Frank, Wilkinson Brimmer Katcher
Leigh Parrish / Aaron Palash / Carly King
212-355-4449

 

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SOURCE Nuvve Holding Corp.

FAQ

What is the effective date of the reverse stock split announced by Nuvve Holding Corp.?

The reverse stock split of Nuvve Holding Corp.'s common stock is effective as of 5:00 p.m. Eastern Time on Friday, January 19, 2024.

What is the ratio of the reverse stock split announced by Nuvve Holding Corp.?

Nuvve Holding Corp. approved a 1-for-40 reverse stock split of its common stock.

What is the purpose of the reverse stock split announced by Nuvve Holding Corp.?

The reverse stock split is intended for Nuvve Holding Corp. to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq Capital Market.

What is the new CUSIP number for Nuvve Holding Corp.'s common stock after the reverse stock split?

Following the reverse stock split, Nuvve Holding Corp.'s common stock will continue to trade on the Nasdaq Capital Market under the symbol 'NVVE' with the new CUSIP number, 67079Y209.

How will the reverse stock split affect the total issued and outstanding shares of Nuvve Holding Corp.?

The reverse stock split will reduce the number of issued and outstanding shares of Nuvve Holding Corp.'s common stock from approximately 49.9 million shares to approximately 1.3 million shares.