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  4. [8-K] Nuvve Holding Corp. Reports Material Event

Nuvve (NASDAQ: NVVE) wins approval for reverse split and Omnia share issuance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nuvve Holding Corp. reported results from its reconvened Special Meeting of Stockholders held on June 23, 2026. Stockholders approved a proposal authorizing the Board to implement a reverse stock split of the company’s common stock in a range from 1-for-2 to 1-for-40, with the exact ratio to be set by the Board. They also approved, for purposes of Nasdaq Listing Rule 5635, the potential issuance of more than 19.99% of the company’s outstanding common stock in connection with the Omnia venture agreements, including shares issuable upon conversion of Series B Convertible Preferred Stock. An adjournment proposal was rendered unnecessary because a quorum was present and both key proposals received sufficient support.

Positive

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Negative

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Insights

Shareholders cleared tools for a reverse split and sizable Omnia-related share issuance.

Stockholders of Nuvve Holding Corp. approved two key authorizations at the Special Meeting. One lets the Board execute a reverse stock split between 1-for-2 and 1-for-40. The other permits issuing more than 19.99% of existing common shares tied to the Omnia venture agreements.

The reverse split authorization does not set a specific ratio or timing; it simply gives the Board flexibility within the approved range. The Omnia-related approval covers common shares, including those that may be issued upon conversion of Series B Convertible Preferred Stock under the Cooperation, Managerial Services and Aggregation Service Agreements.

Future company disclosures will clarify if and when the Board chooses a specific reverse split ratio and how many shares are ultimately issued under the Omnia venture structure. Those later decisions will determine the practical effects on share count and trading dynamics.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding on record date 9,443,731 shares Common stock outstanding and entitled to vote as of April 17, 2026
Shares present at meeting 3,468,751 shares Common stock present or represented by proxy at Special Meeting (36.73% of eligible)
Reverse split range 1-for-2 to 1-for-40 Authorized range for reverse stock split of issued and outstanding common stock
Reverse split votes for 3,281,872 votes Votes in favor of Reverse Stock Split Proposal
Omnia issuance votes for 3,297,412 votes Votes in favor of Omnia Issuance Proposal
Omnia issuance threshold 19.99% of outstanding shares Nasdaq Listing Rule 5635 limit exceeded by approved issuance
reverse stock split financial
"to effect a reverse stock split of the Company’s issued and outstanding Common Stock within a range from 1-for-2 to 1-for-40"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Listing Rule 5635 regulatory
"approved, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock in excess of 19.99%"
Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.
Series B Convertible Preferred Stock financial
"including shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock of the Company"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Special Meeting of Stockholders regulatory
"held its reconvened Special Meeting of Stockholders"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
broker non-votes financial
"the number of abstentions and broker non-votes with respect to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
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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): June 23, 2026
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 230San Diego,California92106
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
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
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  o
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.        o



Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 23, 2026, Nuvve Holding Corp. (the “Company”) held its reconvened Special Meeting of Stockholders (the “Special Meeting”). As previously reported, the Special Meeting was previously convened and adjourned due to lack of quorum on each of June 9, 2026 and June 15, 2026. The following is a brief description of the matters voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of the matters is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2026 (as supplemented, the “Proxy Statement”).

As of April 17, 2026, the record date for the Special Meeting, there were 9,443,731 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 3,468,751 shares of Common Stock, or approximately 36.73% of the eligible shares, were present in person or represented by proxy at the Special Meeting, constituting a quorum.

Proposal No. 1 – Reverse Stock Split Proposal

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, and to authorize the Company’s Board of Directors (the “Board”), to effect a reverse stock split of the Company’s issued and outstanding Common Stock within a range from 1-for-2 to 1-for-40, with the exact ratio of the reverse stock split to be determined by the Board (the “Reverse Stock Split Proposal”). The final voting results were as follows:

ForAgainstAbstainBroker Non-Votes
3,281,872181,8864,993—

Proposal No. 2 – Omnia Issuance Proposal

The Company’s stockholders approved, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock in excess of 19.99% of the outstanding shares of Common Stock in connection with the Cooperation Agreement, Managerial Services Agreement and Aggregation Service Agreement, each dated March 6, 2026 and each by and among the Company, Oelion AB and OMNIA Group Holdings AG (the “Omnia Venture Agreements”), including shares of Common Stock issuable upon conversion of shares of Series B Convertible Preferred Stock of the Company issuable pursuant to the Omnia Venture Agreements (the “Omnia Issuance Proposal”). The final voting results were as follows:

ForAgainstAbstainBroker Non-Votes
3,297,412144,97226,367—

Proposal No. 3 – Adjournment Proposal

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Reverse Stock Split Proposal, the Omnia Issuance Proposal or to establish quorum for the Special Meeting (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to constitute a quorum and to approve each of the Reverse Stock Split Proposal and the Omnia Issuance Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.



Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
1

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: June 23, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2

Source: View Original Filing on SEC EDGAR

FAQ

What did Nuvve Holding Corp. (NVVE) shareholders approve at the Special Meeting?

Shareholders approved a reverse stock split authorization and an Omnia issuance proposal. The reverse split allows a 1-for-2 to 1-for-40 ratio, and the Omnia approval permits issuing more than 19.99% of outstanding common shares tied to specific venture agreements.

What is the range of Nuvve’s approved reverse stock split?

Shareholders authorized a reverse stock split between 1-for-2 and 1-for-40 of issued and outstanding common stock. The Board of Directors will choose the exact ratio later, using this range as the allowed framework for any action.

How many Nuvve shares were eligible to vote and what was the quorum?

As of the record date, 9,443,731 common shares were outstanding and entitled to vote. At the Special Meeting, 3,468,751 shares were present in person or by proxy, representing approximately 36.73% of eligible shares and constituting a quorum.

What is Nuvve’s Omnia Issuance Proposal under Nasdaq Listing Rule 5635?

The Omnia Issuance Proposal authorizes issuing more than 19.99% of outstanding common stock tied to Omnia venture agreements. It includes shares issuable upon conversion of Series B Convertible Preferred Stock under agreements with Oelion AB and OMNIA Group Holdings AG.

What were the voting results for Nuvve’s reverse stock split proposal?

The reverse stock split proposal received 3,281,872 votes for, 181,886 against, and 4,993 abstentions. There were no broker non-votes, so the proposal passed comfortably, giving the Board authority to implement a split within the approved range.

Was Nuvve’s adjournment proposal used at the Special Meeting?

The adjournment proposal was not used. Because a quorum was present and both the reverse stock split and Omnia issuance proposals received sufficient support, there was no need to adjourn for additional proxy solicitation or to re-establish quorum.

Filing Exhibits & Attachments

4 documents

Other Documents