Nuvve raises $250K via 12% convertible note
Nuvve secures $250,000 via a 12% convertible note and exchanges all Series A preferred into a new senior, 8%-yielding Series C convertible class.
Rhea-AI Filing Summary
Nuvve Holding Corp. (NVVE) entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC under which it issued a $280,000 convertible promissory note bearing 12% annual interest, sold for $250,000 after a $30,000 original issue discount, maturing on September 10, 2027.
Beginning six months after issuance, the note may be converted into common stock at the lesser of $1.40 per share or 85% of the lowest trading price over the prior ten trading days, subject to a 4.99% beneficial ownership limitation and piggyback registration rights, with 5,000,000 shares initially reserved for conversions.
Nuvve also entered an Exchange Agreement under which all 2,238.655 outstanding Series A Preferred shares will be exchanged for the same number of newly designated Series C Convertible Preferred shares, each with a $1,000 stated value, 8% cumulative dividends, a $1.40 conversion price with full ratchet antidilution protection, no general voting rights, and senior ranking over other capital stock in dividends and liquidation.
Positive
- $250,000 in immediate funding through the discounted convertible note strengthens near-term liquidity.
- Exchange of all 2,238.655 Series A Preferred shares into a single Series C class simplifies the preferred equity structure while preserving registration rights for underlying common shares.
Negative
- The 12% interest rate plus $30,000 original issue discount makes this a relatively expensive form of financing.
- The note’s variable conversion at 85% of the lowest 10-day trading price and a 5,000,000-share reserve create potential for substantial dilution to existing common shareholders.
- New Series C Preferred carries 8% cumulative dividends, full ratchet antidilution protection, and senior ranking, placing ongoing obligations ahead of common stock.
Filing Explained
The exchange is described as an agreement rather than a completed issuance: the Series C designation became effective on
8-K Event Classification
6 items: 1.01, 2.03, 3.02, 3.03, 5.03, 9.01
6 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Convertible note principal: $280,000
Original issue discount: $30,000
Note purchase price: $250,000
+7 more
10 metrics
Convertible note principal
$280,000
Principal amount of note issued to FirstFire Global Opportunities Fund, LLC on September 10, 2026
Original issue discount
$30,000
Discount on the note, resulting in a $250,000 purchase price
Note purchase price
$250,000
Cash proceeds received by Nuvve from sale of the convertible note
Note interest rate
12% per annum
Interest rate on the convertible promissory note maturing September 10, 2027
Note conversion price cap
$1.40 per share
Maximum per-share conversion price for the note, subject to 85% of lowest 10-day trading price
Conversion discount
85% of lowest 10-day price
Alternative conversion price for note based on lowest trading price during ten prior trading days
Series C stated value
$1,000 per share
Stated value used for converting Series C Preferred into common stock
Series C dividend rate
8% per annum
Cumulative dividend rate on Series C Preferred Stock, payable quarterly
Reserved conversion shares
5,000,000 shares
Initial common shares reserved with the transfer agent for full conversion of the note
Series C shares designated
3,000 shares
Number of authorized preferred shares designated as Series C in the Certificate of Designation
Key Terms
original issue discount, beneficial ownership limitation, full ratchet antidilution protection, piggyback registration rights, +2 more
6 terms
original issue discount financial
"The Note was issued with an original issue discount of $30,000"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
beneficial ownership limitation regulatory
"The Buyer’s ability to convert the Note is subject to a beneficial ownership limitation of 4.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
full ratchet antidilution protection financial
"The Conversion Price is subject to full ratchet antidilution protection and certain exceptions"
piggyback registration rights regulatory
"The shares issuable upon the conversion of the Note are subject to certain piggyback registration rights"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
cumulative dividends financial
"Holders of the Series C Preferred Stock shall be entitled to receive cumulative dividends at the rate per share of 8% per annum"
A feature of some dividend-paying securities—most often preferred shares—where any dividends the issuer skips or defers are recorded and must be paid later before other shareholders receive dividends. Think of it like missed subscription payments that pile up and must be settled first. For investors this matters because it increases the likelihood of receiving owed income and gives these holders priority on company cash, affecting income reliability and risk.
Section 3(a)(9) of the Securities Act regulatory
"the Exchange is in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing transaction did NVVE complete on September 10, 2026?
NVVE issued a $280,000 convertible promissory note to FirstFire Global Opportunities Fund, LLC with a $30,000 original issue discount, receiving $250,000 in proceeds. The note bears 12% annual interest and matures on September 10, 2027.
What are the key conversion terms of NVVE’s new convertible note?
From six months after issuance, the note can convert into NVVE common stock at the lesser of $1.40 per share or 85% of the lowest trading price over the prior ten trading days, subject to a 4.99% beneficial ownership limitation.
How did NVVE restructure its preferred stock into Series C Preferred?
Holders of 2,238.655 outstanding Series A Preferred shares agreed to exchange them for 2,238.655 shares of new Series C Convertible Preferred, each with a $1,000 stated value, under a securities exchange and amendment agreement.
What dividend and ranking features does NVVE’s Series C Preferred have?
Series C Preferred pays 8% cumulative dividends per year, generally has no voting rights, and ranks senior to all other NVVE capital stock and future preferred series in dividends and liquidation distributions.
At what price can NVVE’s Series C Preferred convert into common stock?
Each share of Series C Preferred may convert into NVVE common stock by dividing its $1,000 stated value by a $1.40 conversion price, subject to full ratchet antidilution adjustments and standard stock dividend or split adjustments.
What Securities Act exemptions does NVVE rely on for these issuances?
The note and any conversion shares rely on Section 4(a)(2) and Rule 506(b) under the Securities Act. The Series C Preferred and related conversion shares rely on Section 3(a)(9) and also on Section 4(a)(2) and Rule 506(b).
AI-generated analysis. How Rhea-AI works. Not financial advice.
