Nasdaq moves to delist Nuvve Holding Corp. (NASDAQ: NVVE) over bid price and equity

Rhea-AI Filing Summary

Nuvve Holding Corp. reported that it received a Nasdaq notice on August 27, 2025 stating that its common stock is no longer in compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement after trading below that level for 30 consecutive days. Nasdaq also cited the company’s prior reverse stock splits over the last one and two years and stated that this history makes Nuvve ineligible for the usual bid-price compliance period. In addition, Nasdaq noted that Nuvve remains below the $2,500,000 minimum stockholders’ equity requirement, creating a separate basis for delisting.

The notice stated that trading in Nuvve’s securities on the Nasdaq Capital Market would be suspended on September 5, 2025 and a Form 25-NSE would be filed to remove the securities from listing and registration, unless the company appealed. Nuvve requested a hearing with a Nasdaq Hearings Panel on September 3, 2025, which stays further suspension or delisting action while the hearing process is pending. The company cautions that there is no assurance it will regain compliance or that its common stock will remain listed on Nasdaq.

Positive

• None.

Negative

• Nasdaq delisting risk: Nuvve faces potential removal from the Nasdaq Capital Market due to failure to meet the $1.00 minimum bid price and $2,500,000 minimum stockholders’ equity requirements, with no assurance of regaining compliance.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq has initiated delisting based on bid price and equity shortfalls, with only an appeal process now standing in the way.

Nuvve Holding Corp. received a Nasdaq determination that its shares no longer satisfy the Bid Price Rule after closing below $1.00 for 30 straight trading days. Nasdaq further referenced Listing Rule 5810(c)(3)(A)(iv), explaining that Nuvve’s prior reverse stock splits over the past one and two years, with a cumulative ratio of at least 250-to-1, make it ineligible for the standard grace period that many issuers receive to cure a bid-price deficiency.

Separately, Nasdaq noted that Nuvve is below the $2,500,000 minimum stockholders’ equity requirement under Listing Rule 550(b)(1), creating an additional and independent delisting trigger. The notice states that trading on the Nasdaq Capital Market would be suspended on September 5, 2025 and a Form 25‑NSE filed to remove the securities, but that timeline is stayed because Nuvve requested a hearing on September 3, 2025. The company explicitly warns there is no assurance the Hearings Panel will grant continued listing or that compliance can be regained, underscoring the real risk that its shares could ultimately move off Nasdaq.

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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): August 27, 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, 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

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 x

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 August 27, 2025, 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 Marketplace 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 also stated that since the Company remains noncompliant with the $2,500,000 minimum stockholders’ equity rule under Listing Rule 550(b)(1) (the “Equity Rule”), such noncompliance with the Equity Rule serves as an additional and separate basis for delisting.

The Notice stated that the Company’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on September 5, 2025, 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 September 3, 2025. On September 3, 2025, the Company timely requested a hearing with the Panel, which request will stay any further suspension or delisting action by Nasdaq at least pending the ultimate conclusion of the hearing process. 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 and/or the Equity Rule, the outcome of any Nasdaq hearing and appeal process and the Company’s intent or ability to maintain the Common Stock’s listing 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: September 3, 2025

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

2

FAQ

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

Nuvve received a Nasdaq notice on August 27, 2025 because its common stock’s closing price was below $1.00 per share for 30 consecutive trading days, violating Nasdaq Marketplace Rule 5550(a)(2), and because it remains below the $2,500,000 minimum stockholders’ equity requirement under Listing Rule 550(b)(1).

How do Nuvve’s prior reverse stock splits affect its Nasdaq compliance?

The notice states that under Listing Rule 5810(c)(3)(A)(iv), Nuvve is not eligible for the usual bid-price compliance period because it has effected a reverse stock split within the prior one-year period and has carried out one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

What actions did Nasdaq say it would take regarding NVVE’s listing?

Nasdaq stated that Nuvve’s securities would be suspended from trading on the Nasdaq Capital Market on September 5, 2025, and that a Form 25-NSE would be filed with the SEC to remove the securities from listing and registration, unless the company appealed.

How has Nuvve responded to the Nasdaq delisting determination?

On September 3, 2025, Nuvve requested a hearing before Nasdaq’s Hearings Panel. This request stays any further suspension or delisting action at least until the hearing process is concluded.

Is there any assurance that NVVE will remain listed on Nasdaq?

No. Nuvve explicitly notes that there can be no assurance the Hearings Panel will grant continued listing or that the company will be able to regain compliance and maintain its Nasdaq listing.

Which Nasdaq rules is Nuvve currently not in compliance with?

According to the notice, Nuvve is not in compliance with the Bid Price Rule under Nasdaq Marketplace Rule 5550(a)(2) and the $2,500,000 minimum stockholders’ equity requirement under Listing Rule 550(b)(1).