Nuvve faces Nasdaq delisting after bid price breach

Nuvve Holding Corp. received a notice from Nasdaq that its common stock no longer meets the minimum bid price requirement of $1.00 per share after trading below that level for 30 consecutive days.

Rhea-AI Filing Summary

Nuvve Holding Corp. received a notice from Nasdaq that its common stock no longer meets the minimum bid price requirement of $1.00 per share after trading below that level for 30 consecutive days. Nasdaq also noted Nuvve is ineligible for standard cure periods because it has conducted reverse stock splits over the past two years with a cumulative ratio of at least 250-to-1.

Unless appealed, trading on The Nasdaq Capital Market is set to be suspended on April 29, 2026, with a Form 25-NSE to remove the listing and registration. Nuvve intends to request a hearing before a Nasdaq Hearings Panel by April 27, 2026, which would stay suspension while the appeal proceeds, but there is no assurance the company will regain compliance or maintain its Nasdaq listing.

Positive

• None.

Negative

• Nasdaq delisting process triggered: Nuvve’s shares failed to meet the $1.00 minimum bid price for 30 consecutive trading days, and prior large reverse stock splits make it ineligible for standard cure periods, leading Nasdaq to schedule suspension and delisting absent a successful appeal.

Insights

Equity & Listing Standards Analyst

Nasdaq has initiated a delisting process for Nuvve after a prolonged sub-$1 share price, with only an appeal path remaining.

The notice states Nuvve’s stock stayed below the $1.00 bid price threshold for 30 consecutive trading days, triggering non-compliance with Nasdaq Listing Rule 5550(a)(2). Because Nuvve executed reverse stock splits totaling at least a 250-to-1 ratio over two years, it cannot use the normal compliance grace periods.

Nasdaq plans to suspend trading on April 29, 2026 and file a Form 25-NSE unless Nuvve appeals to a Hearings Panel by April 27, 2026. Nuvve plans to request a hearing and "take all reasonable measures" to regain compliance, but the text explicitly warns there is no assurance the Panel will grant continued listing or that compliance will be restored.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum bid price requirement: $1.00 per share Non-compliance period: 30 consecutive trading days Reverse split cumulative ratio: 250-to-1 or more +2 more

5 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold

Non-compliance period 30 consecutive trading days Days with closing price below $1.00

Reverse split cumulative ratio 250-to-1 or more Reverse stock splits over prior two-year period

Trading suspension date April 29, 2026 Planned Nasdaq Capital Market suspension

Appeal request deadline April 27, 2026 Last day to request Nasdaq Hearings Panel review

Key Terms

Bid Price Rule, Nasdaq Listing Rule 5550(a)(2), reverse stock split, Form 25-NSE, +2 more

6 terms

Bid Price Rule regulatory

"the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)."

Nasdaq Listing Rule 5550(a)(2) regulatory

"no longer in compliance with the requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)."

reverse stock split financial

"the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Form 25-NSE regulatory

"a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission, which will remove the Company’s securities from listing and registration"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

Listing Qualifications Department regulatory

"received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

Hearings Panel regulatory

"request an appeal of such determination to Nasdaq’s Hearings Panel (the “Panel”) by April 27, 2026."

A hearings panel is a review body at a stock exchange that hears the case when the exchange has decided a company no longer qualifies to keep its shares listed. The company presents a plan to regain compliance, and the panel decides whether the listing continues, on what conditions, and for how long. The decision can keep a stock trading or end its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nuvve (NVVE) receive a Nasdaq delisting notice?

Nuvve received the notice because its common stock closed below $1.00 per share for 30 consecutive trading days, violating Nasdaq Listing Rule 5550(a)(2). This lack of compliance triggered Nasdaq’s bid-price rule enforcement and a potential move to suspend and delist the shares.

What is Nasdaq Listing Rule 5550(a)(2) and how does it affect Nuvve (NVVE)?

Nasdaq Listing Rule 5550(a)(2) requires a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market. Nuvve’s stock traded below this level for 30 straight days, so Nasdaq determined the company no longer meets this listing standard and began delisting procedures.

When could Nuvve (NVVE) shares be suspended from Nasdaq trading?

The notice states Nuvve’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on April 29, 2026. Suspension and filing of Form 25-NSE would proceed unless Nuvve requests a timely hearing before Nasdaq’s Hearings Panel.

Can Nuvve (NVVE) appeal Nasdaq’s delisting determination?

Yes. Nuvve can request an appeal hearing before Nasdaq’s Hearings Panel by April 27, 2026. Filing the hearing request automatically stays any suspension or delisting action during the hearing process and any extension period that the Panel may grant afterward.

Why is Nuvve (NVVE) ineligible for a standard compliance period with Nasdaq?

Nasdaq cited Listing Rule 5810(c)(3)(A)(iv), explaining Nuvve is ineligible for the usual compliance period because it has effected one or more reverse stock splits over the prior two-year period, with a cumulative ratio of at least 250 shares to one, limiting cure options.

What does Nuvve (NVVE) say it plans to do about the Nasdaq notice?

Nuvve states it intends to timely request a hearing before the Nasdaq Hearings Panel and to take all reasonable measures to regain compliance with the bid price rule. However, the company cautions there is no assurance it will regain compliance or maintain its Nasdaq listing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:55 PM EDT Learn about SEC filing dates

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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): April 20, 2026

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, Ste 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):

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 20, 2026, Nuvve Holding Corp. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Further, the Notice stated that, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

The Notice stated that the Company’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on April 29, 2026, and a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market, unless the Company requests an appeal of such determination to Nasdaq’s Hearings Panel (the “Panel”) by April 27, 2026. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period if granted by the Panel following the hearing. In the event that the Company regains compliance with the Bid Price Rule prior to any scheduled hearing date, then a hearing may not be necessary, as the Company may be mooted out of the hearings process. The Company intends to take all reasonable measures available to regain compliance under the Bid Price Rule and remain listed on Nasdaq. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s intent or ability to regain compliance with the Bid Price Rule, the outcome of any Nasdaq hearing and appeal process and the Company’s intent or ability to maintain the listing of the Company’s common stock on Nasdaq. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
104						Cover 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: April 24, 2026

			NUVVE HOLDING CORP.
			By:			/s/ Gregory Poilasne
						Gregory Poilasne
						Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

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