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Nasdaq warns Nuvve (NASDAQ: NVVE) over late 10-Q and price deficiency

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

Rhea-AI Filing Summary

Nuvve Holding Corp. received a Nasdaq notice stating it is no longer in compliance with Listing Rule 5250(c)(1) because it has not filed its Form 10-Q for the quarter ended March 31, 2026. This delinquency is cited as an additional basis to delist the company’s securities.

Nuvve is already before a Nasdaq Hearings Panel because its common stock closed below $1.00 per share for 30 consecutive trading days under Listing Rule 5550(a)(2). The company plans to request a stay of any suspension and says it is working to regain timely filing compliance and maintain its Nasdaq listing.

Positive

  • None.

Negative

  • Heightened Nasdaq delisting risk as Nuvve is cited for late Form 10‑Q under Listing Rule 5250(c)(1) in addition to a prior minimum bid price deficiency under Rule 5550(a)(2).
  • Regulatory time pressure with only seven days to request a stay of suspension and limited 15‑day protection from suspension tied to the delinquent filing hearing request.

Insights

Nasdaq noncompliance raises delisting risk for Nuvve.

Nuvve Holding Corp. now faces two separate Nasdaq issues: a late Form 10-Q under Listing Rule 5250(c)(1) and an existing minimum bid price deficiency under Rule 5550(a)(2). Nasdaq has indicated these matters together provide an additional basis to delist the shares.

The company may request a hearing, but a stay of suspension tied to the delinquent filing lasts only 15 days from the request, and a further stay depends on the Hearings Panel. Management states it intends to take all reasonable measures to regain compliance and remain listed.

The outcome hinges on Nuvve filing its overdue report and satisfying Nasdaq’s continued listing standards. Investors will need to rely on subsequent company disclosures regarding the filing status and any decision from the Nasdaq Hearings Panel.

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 or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Late report period end March 31, 2026 Quarterly Report on Form 10-Q not yet filed
Minimum bid price threshold $1.00 per share Closing price below this for 30 consecutive trading days
Consecutive days below $1.00 30 trading days Trigger for Nasdaq Listing Rule 5550(a)(2) deficiency
Stay request deadline May 29, 2026 Seven days from notice to request stay of suspension
Initial stay duration 15 days Suspension stayed for 15 days from delinquent-filing hearing request
Nasdaq Listing Rule 5250(c)(1) regulatory
"it no longer complies with the Nasdaq's Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Nasdaq Listing Rule 5550(a)(2) regulatory
"below $1.00 per share for 30 consecutive trading days under Nasdaq Listing Rule 5550(a)(2)"
Hearings Panel regulatory
"the Company can request an appeal from Nasdaq’s Hearings Panel (the “Panel”)"
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
continued listing financial
"financial reports for continued listing"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.
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): May 22, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 22, 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, since the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”), it no longer complies with the Nasdaq's Listing Rule 5250(c)(1) (the “Rule”) relating to the Company's obligation to file periodic financial reports for continued listing.

The Notice stated that this matter serves as an additional basis for delisting the Company's securities from Nasdaq. The Notice further stated that the Company can request an appeal from Nasdaq’s Hearings Panel (the “Panel”) and a request for a hearing regarding a delinquent filing will stay the suspension of the Company's securities only for a period of 15 days from the date of the request. The Notice further stated that since the Company is already before the Panel because the closing price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days under Nasdaq Listing Rule 5550(a)(2), the Company will have seven days, or until May 29, 2026, to request a stay of the suspension, pending the Panel’s decision and then the Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable, but in any event no later than 15 calendar days following the deadline to request a further stay. The Company intends to timely request a stay of suspension, pending a decision from the Panel. The Company is working to satisfy Nasdaq's requirements in a timely manner. In the event that the Company regains compliance with the 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 Rule and remain listed on Nasdaq.

Item 7.01 Regulation FD Disclosure.

On May 22, 2026, the Company issued a press release announcing the receipt of the Notice from Nasdaq. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

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 Exchange Act. 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 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
99.1
Press Release, dated May 22, 2026
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: May 22, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2

Exhibit 99.1
 
Nuvve Announces Receipt of Nasdaq Notice on Late Filing of Its Form 10-Q
 
SAN DIEGO – (MAY 22, 2026) Nuvve Holding Corp. (“Nuvve”) (Nasdaq:NVVE), a global leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today announced that it received written notice (the “Notice”) on May 22, 2026 from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, since the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”), it no longer complies with the Nasdaq's Listing Rule 5250(c)(1) (the “Rule”) relating to the Company's obligation to file periodic financial reports for continued listing.

The Notice stated that this matter serves as an additional basis for delisting the Company's securities from Nasdaq. The Notice further stated that the Company can request an appeal from Nasdaq’s Hearings Panel (the “Panel”) and a request for a hearing regarding a delinquent filing will stay the suspension of the Company's securities only for a period of 15 days from the date of the request. The Notice further stated that since the Company is already before the Panel because the closing price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days under Nasdaq Listing Rule 5550(a)(2), the Company will have seven days, or until May 29, 2026, to request a stay of the suspension, pending the Panel’s decision and then the Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable, but in any event no later than 15 calendar days following the deadline to request a further stay.

The Company intends to timely request a stay of suspension, pending a decision from the Panel. The Company is working to satisfy Nasdaq's requirements in a timely manner. In the event that the Company regains compliance with the 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 Rule and remain listed on Nasdaq.

About Nuvve Holding Corp.
 
Nuvve powers the future of flexible energy by turning batteries, electric vehicles (EV), buildings, and distributed assets into dynamic grid resources. At the core is Nuvve’s advanced platform for intelligent energy management and vehicle-to-grid (V2G), orchestrating real-time bidirectional charging, load optimization, and grid services. By harnessing an ecosystem of electrification partners, fleets, stationary storage, and smart EV chargers, Nuvve helps utilities and communities unlock flexibility at scale — enhancing reliability, accelerating electrification, and lowering costs. Nuvve enables a clean energy future where mobility, buildings, and infrastructure work together to support a more resilient, sustainable, and equitable grid. Headquartered in San Diego, California, Nuvve operates globally and online at nuvve.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning Nuvve’s ability to regain compliance with the Nasdaq continued listed rules and maintain the listing of its common stock on the Nasdaq, the timing and outcome of the Company’s request for a stay of suspension, the decision of the Panel, and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and


estimates as of such date. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Nuvve undertakes no obligation to update any forward-looking statement except as required by law.

Media Contact:

Tracy Williams
tracy@olmsteadwilliams.com
310.824.9000

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did Nuvve Holding Corp. (NVVE) receive on May 22, 2026?

Nuvve received a Nasdaq notice that it is no longer compliant with Listing Rule 5250(c)(1) because it has not filed its Form 10-Q for March 31, 2026. Nasdaq stated this delinquency is an additional basis to delist Nuvve’s securities from the exchange.

Why is Nuvve Holding Corp. (NVVE) already before the Nasdaq Hearings Panel?

Nuvve is before the Nasdaq Hearings Panel because its common stock closing price stayed below $1.00 per share for 30 consecutive trading days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2). This earlier issue remains outstanding alongside the new late-filing noncompliance notice.

What deadlines does Nuvve (NVVE) face to address the Nasdaq suspension risk?

Nuvve has seven days, until May 29, 2026, to request a stay of suspension from the Nasdaq Hearings Panel. A hearing request related to the delinquent filing stays suspension only for 15 days from the request, after which the Panel decides on any extended stay.

How does Nuvve plan to respond to the Nasdaq noncompliance notice?

Nuvve states it intends to timely request a stay of suspension while the Panel reviews its case and is working to satisfy Nasdaq’s requirements. The company says it plans to take all reasonable measures to regain compliance and keep its common stock listed on Nasdaq.

What could make a Nasdaq hearing unnecessary for Nuvve Holding Corp. (NVVE)?

If Nuvve regains compliance with Listing Rule 5250(c)(1) by filing its overdue Form 10-Q before any scheduled hearing date, the company indicates a hearing may not be needed. In that situation, the delinquency issue could be resolved before the Panel convenes.

Does the Nasdaq notice immediately suspend trading of Nuvve (NVVE) shares?

The notice itself does not immediately end trading, but it identifies additional grounds for delisting. A hearing request regarding the delinquent filing stays any suspension for 15 days from the request, while further suspension relief depends on a subsequent decision by the Nasdaq Hearings Panel.

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