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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 14, 2025
| NUVVE HOLDING CORP. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
|
001-40296 |
|
86-1617000 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 2488 Historic Decatur Road, Suite 230 San Diego, California |
|
92106 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (619) 456-5161
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbols |
|
Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 Per Share |
|
NVVE |
|
The Nasdaq Stock Market LLC |
| Warrants to Purchase Common Stock |
|
NVVEW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Private
Placement of Preferred Stock and Warrants
On
November 14, 2025, Nuvve Holding Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance
and sale to the Purchasers of (i) 5,000 shares of newly-designated Series A Convertible Preferred Stock (the “Preferred Stock”)
and (ii) warrants to purchase up to a number of shares of common stock of the Company (the “Common Stock”) equal to 100%
of the shares of Common Stock issuable upon conversion of the shares of Preferred Stock (the “Warrants”) with an aggregate
stated value of $5,000,000, for an aggregate purchase price of $4,500,000 (the “Offering”).
Pursuant
to the Purchase Agreement, the Company agreed to hold a special meeting of stockholders on or prior to December 31, 2025, for the purposes
of obtaining stockholder approval under the applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq”) approving
the issuance of shares of Common Stock pursuant to the conversion of any shares of Preferred Stock and exercise of any Warrants issued
under the Securities Purchase Agreement in excess of 19.99% of the issued and outstanding Common Stock on the date of the Securities
Purchase Agreement (the “Shareholder Approval”). The closing of the Offering (the “Closing”) shall take place
upon the receipt of the Shareholder Approval, and the satisfaction of certain customary conditions contained in the Securities Purchase
Agreement.
Pursuant
to the Certificate of Designation designating the Preferred Stock (the “Certificate of Designation”) and subject to certain
ownership limitations, the Preferred Stock may be converted at any time at the option of the Purchasers into shares of the Company’s
Common Stock at an initial conversion price equal to 90% of the closing price of the Common Stock immediately prior to the Closing, subject
to certain conditions, as further described in the Certificate of Designation. In addition, the holders of the Preferred Stock are entitled
to receive cumulative dividends at the rate per share (as a percentage of the stated value per share) of 8% per annum, which may increase
to 18% per annum upon the occurrence of certain triggering events, payable quarterly on January 1, April 1, July 1 and October 1, beginning
on the first date after the date of issuance of the Preferred Stock and on each Conversion Date (as defined in the Certificate of Designation),
payable, at the election of the holder of such Preferred Stock, in cash, shares of the Common Stock, or a combination thereof.
Pursuant
to the Securities Purchase Agreement, each Purchaser will be issued a Warrant, each to purchase up to a number of shares of Common Stock
equal to 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Stock (the “Conversion Shares”)
issued to such Purchaser. The Warrants have an initial exercise price equal to 135% of the closing price of the Common Stock immediately
prior to the Closing, are exercisable, subject to certain ownership limitations, immediately upon issuance and have a term of exercise
equal to five years.
The
Preferred Stock and Warrants both have full ratchet price protection and are subject to other adjustments, as further described in the
Certificate of Designation or the Warrants, a floor price which shall be equal to 20% of the initial Conversion Price (subject to adjustment
for reverse and forward splits, recapitalizations and similar transactions) (the “Floor Price”).
Pursuant
to the Securities Purchase Agreement, the Purchasers may elect to purchase additional shares of Preferred Stock with an aggregate stated
value of up to $25,000,000 (the “Additional Investment Right”) and accompanying additional warrants to purchase shares of
Common Stock (the “AIR Warrants”). Such Preferred Stock and AIR Warrants shall have identical terms to the Preferred Stock
and Warrants issued at the Closing, provided that the initial conversion price and exercise price, as applicable, of such Preferred Stock
and AIR Warrants (the “AIR Price”) shall be equal to the greater of (A) the lesser of (i) 90% of the arithmetic average of
the five lowest intraday trading prices occurring during any time during the 10 trading days prior to the exercise of such Additional
Investment Right and (ii) the conversion price of the outstanding Preferred Stock and/or exercise price of the outstanding Warrants the
in effect and (B) the Floor Price. Additionally the Purchasers shall, commencing on the six-month anniversary of the Closing Date and
during every six months thereafter, the Purchases shall either exercise Additional Investments or the Warrants, for gross proceeds to
the Company of at least $4.0 million until the Company has received at least $20.0 million in gross proceeds, provided the Purchasers
shall have no obligation to exercise such Additional Investment Right every six months if during such period the AIR Price does not equal
or exceed the Floor Price.
The
offer and sale of the securities in the Offering were made pursuant to the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.
Registration
Rights Agreement
The
Company and the Purchasers entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement
with the Securities and Exchange Commission covering the public resale of the Common Stock issuable upon conversion of the Preferred
Stock and upon exercise of the Warrants. The Company has agreed to file a registration statement within 15 days after the initial closing
and after each closing of the exercise of any Additional Investment Right in accordance with the Securities Purchase Agreement, to become
effective no later than 60 days after filing. If these deadlines are not met, the Company will be liable for liquidated damages of 1.5%
of the subscription amount paid by each Purchaser pursuant to the Securities Purchase Agreement. Further, if the Company fails to pay
such liquidated damages within seven days from the date payable, the Company will pay interest thereon at a rate of 18% per annum (or
such lesser maximum amount that is permitted to be paid by the applicable law) to each holder of the registerable securities.
Equity
Line of Credit Facility
In
addition, on November 14, 2025, in connection with the Offering, the Company entered into a common shares purchase agreement (the
“ELOC Agreement”) with one of the Purchasers (the “Investor”) relating to a committed equity facility (the
“Facility”). Pursuant to the ELOC Agreement, the Company has the right, from time to time at its option to sell to the
Investor up to $25 million of its Common Stock (the “ELOC Shares”), subject to certain conditions and limitations
set forth in the ELOC Agreement, including the ELOC Registration Statement being declared effective. In consideration for the
Investor’s execution and delivery of the ELOC Agreement, the Company agreed to issue to the Investor a pre-funded warrant to
purchase 2,221,235 of shares of Common Stock as a commitment fee (the “Pre-Funded Warrant”).
Upon
the satisfaction of all of the conditions to commencement of the Company’s rights to sell ELOC Shares under the terms of the ELOC
Agreement, the Company shall have the right, but not the obligation, to direct the Investor to purchase a number of ELOC Shares (the
“VWAP Purchase Share Request”) at the VWAP Purchase Price. The VWAP Purchase Price is the price per Common Share equal to
93% of the lesser of the (i) lowest sale price on the VWAP purchase date (as defined in the ELOC Agreement) and (ii) the VWAP over the
applicable VWAP purchase period on such VWAP purchase date for such VWAP purchase.
The
ELOC Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act, pursuant to Section
4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
The
Company intends to use the net proceeds from the ELOC Agreement for working capital and general purposes.
The
Company has agreed to file, within 30 trading days after execution of the ELOC Agreement, a registration statement (the “ELOC Registration
Statement”) with the Securities and Exchange Commission covering the resale of the Common Shares to be sold under the ELOC Agreement
and has agreed to use commercially reasonable efforts to cause such registration to become effective as soon as reasonably practicable
following the filing thereof with the Securities and Exchange Commission (the “ELOC Registration Statement”).
The transaction
documents contain customary representations and warranties, covenants, indemnification provisions, and closing conditions.
The
foregoing descriptions of the terms of the Certificate of Designations, Warrant, Pre-Funded Warrant, Securities Purchase Agreement, Registration
Rights Agreement, ELOC Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits, which
are filed herewith as Exhibits 3.1 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated
by reference herein. Neither this current report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation
of an offer to buy the securities described herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 is incorporated by reference into this Item 3.03 in its entirety.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Items 1.01 and 3.03 regarding the Certificate of Designation are incorporated by reference into this Item 5.03
in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. |
| 4.1 |
|
Form of Common Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Securities Purchase Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein. |
| 10.2 |
|
Registration Rights Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein. |
| 10.3 |
|
Common Shares Purchase Agreement, dated as of November 14, 2025, between the Company and the purchasers thereto. |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November
14, 2025
| |
NUVVE
HOLDING CORP. |
| |
|
| |
By: |
/s/
Gregory Poilasne |
| |
|
Gregory Poilasne |
| |
|
Chief Executive
Officer |
