Nuvve Holding Corp SEC Filings

Nuvve Holding Corp. (NVVE) reported a Form 4 showing that President, COO and director Ted Smith was granted 200,000 employee stock options on 11/19/2025 under the company’s Amended and Restated 2020 Long-Term Incentive Plan. These options have an exercise price of $0.195 per share for Nuvve common stock and vest on 12/31/2025, with an expiration date of 11/19/2035. Following this award, Smith beneficially owns 201,710 derivative securities directly.

Nuvve Holding Corp. (NVVE) reported an equity compensation award to its Chief Financial Officer, David G. Robson. On 11/19/2025, he received 937,125 restricted stock units (RSUs) that vested immediately, with each RSU delivering one share of Nuvve common stock at a price of $0. After this grant, he beneficially owned 940,566 shares of common stock directly.

On the same date, he was also granted 1,000,000 employee stock options with an exercise price of $0.195 per share under Nuvve’s Amended and Restated 2020 Long-Term Incentive Plan. These options vest on December 31, 2025 and expire on November 19, 2035. Following this grant, he held 1,000,876 derivative securities (stock options) directly.

Nuvve Holding Corp. (NVVE) reported an insider equity award to its Chief Executive Officer and director. On 11/19/2025, the CEO received 1,323,000 restricted stock units (RSUs)$0 per share. Following this grant, he held 1,656,474.78 shares of common stock directly.

On the same date, he was also granted 2,000,000 employee stock options with an exercise price of $0.195 per share, exercisable into Nuvve common stock. These options vest on December 31, 2025 and expire on November 19, 2035. After this transaction, he beneficially owned 2,002,312 derivative securities, all held directly.

Nuvve Holding Corp. (NVVE) entered into an additional financing with an accredited investor through a senior convertible promissory note and accompanying warrant. On November 17, 2025, the company issued a new note with a $277,777 principal amount at a 10% original issue discount, convertible into common stock at $0.1384 per share, and an additional warrant exercisable for up to 100% of the note’s conversion shares at the same price.

The note bears 8.0% annual interest (rising to 18.0% upon default), matures in 18 months, and is repayable in monthly installments that may be settled in cash or stock if equity conditions are met. A 9.99% beneficial ownership cap limits conversions. The warrant is exercisable immediately, has a five-year term, and both the note and warrant include full ratchet antidilution protection with specified price floors and standard adjustment events. Nuvve received $250,000 in gross proceeds, which it plans to use for working capital and general corporate purposes, and has agreed to register the underlying shares under a future registration statement.

Nuvve Holding Corp. entered into a private financing anchored by Series A Convertible Preferred Stock and warrants. The company agreed to sell 5,000 preferred shares with a stated value of $5,000,000 for an aggregate purchase price of $4,500,000, together with warrants covering 100% of the conversion shares. Closing occurs upon stockholder approval under Nasdaq rules, targeted via a special meeting on or before December 31, 2025.

The preferred converts at 90% of the common stock’s closing price immediately prior to closing (subject to limits and a floor), carries an 8% annual dividend payable quarterly (increasing to 18% upon certain events), and is paired with five‑year warrants initially exercisable at 135% of that closing price. Purchasers also secured an Additional Investment Right for up to $25,000,000 in additional preferred and warrants, with pricing tied to recent trading levels and a floor, plus periodic proceeds requirements.

Separately, Nuvve established a committed equity facility of up to $25,000,000 and issued a pre‑funded warrant for 2,221,235 shares as a commitment fee. Resale registrations are required under a registration rights agreement, with timelines and liquidated damages if missed.

Nuvve Holding Corp. (NVVE) filed its Q3 2025 10‑Q, reporting total revenue of $1.60 million, down from $1.92 million a year ago. Product revenue was $0.95 million, services $0.38 million, and grants $0.27 million. The company posted an operating loss of $5.11 million and a net loss of $4.79 million for the quarter.

For the first nine months, revenue was $2.84 million versus $3.50 million last year, with $12.35 million used in operating cash flow. Cash was $0.94 million at September 30, 2025, plus $0.32 million in restricted cash. Current liabilities totaled $12.94 million, and total stockholders’ deficit was $(1.92) million.

Year to date, financing provided $13.31 million, including common stock offering proceeds and warrant exercises, while debt proceeds were offset by repayments. Shares outstanding were 22,482,750 at September 30, 2025, and 33,566,009 as of November 8, 2025, reflecting significant equity issuances and conversions.

Nuvve Holding Corp. filed an 8-K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The press release was furnished as Exhibit 99.1 on November 13, 2025.

The disclosure is provided under Items 2.02 (Results of Operations and Financial Condition) and 7.01 (Regulation FD). The company notes the information furnished under these items is not deemed “filed” for purposes of Section 18 of the Exchange Act. Exhibit 104 contains the cover page Inline XBRL tags.

Nuvve Holding Corp. (NVVE) received a Nasdaq compliance extension after a hearing with the Nasdaq Hearings Panel. The Panel granted the company until December 31, 2025 to regain compliance, subject to conditions.

The extension follows earlier notices that NVVE’s stock closed below $1.00 for 30 consecutive trading days under the Bid Price Rule and that it was also noncompliant with the $2,500,000 minimum stockholders’ equity requirement. Nasdaq indicated NVVE was not eligible for a standard cure period due to prior reverse stock splits over the last two years with a cumulative ratio of 250-to-1 or more. NVVE plans to pursue its compliance plan, but there is no assurance it will regain or maintain its listing.

Nuvve Holding Corp. (NVVE) entered into multiple agreements with EDF and Dreev SAS. The company agreed to sell all of its equity interests in Dreev, representing approximately 4.65% of Dreev, to EDF for a lump sum payment of 800,000 Euros.

Concurrently, the parties signed a Software Cross‑License Agreement granting each side an exclusive, fully paid‑up, non‑transferable, non‑sublicensable license to use specified software repositories for vehicle‑to‑grid operations within France, the United Kingdom, Belgium, Italy and Germany. They also executed a Patents Assignment and IPR License Agreement under which certain patents and related know‑how were assigned back to Nuvve, and Nuvve granted Dreev an exclusive, fully paid‑up, transferable, sublicensable license over that patent portfolio in the same territory. Nuvve agreed it shall not utilize the Patent IP in the territory. Each agreement commences October 8, 2025 and includes cure and termination provisions.