Nuvve (NASDAQ: NVVE) drops 13,107,127-share warrant exchange plan
Rhea-AI Filing Summary
Nuvve Holding Corp. determined on July 15, 2026 that its May 12, 2026 securities exchange and omnibus amendment agreement and a related registration rights agreement with certain investors have been effectively terminated. A planned exchange of existing warrants for 13,107,127 common shares or pre-funded warrants at a $0.0001 per share exercise price will no longer occur, and related restrictions on certain investors’ warrant exercises are deemed terminated.
Because of this termination, Nuvve no longer intends to amend the terms of its Series A Convertible Preferred Stock to remove the defined Floor Price, and does not plan to seek stockholder approval for that amendment. The company does not believe that previously contemplated waivers of additional investment rights under its October 31, 2024 and November 14, 2025 securities purchase agreements will take effect, believes the earlier expected termination of its November 14, 2025 ELOC Agreement will not occur, and no longer reasonably believes that the planned amendment reallocating subsequent financing participation rights among purchasers will occur. Nuvve also no longer believes that the resale registration statement covering exchange-related and Series A conversion shares will be or is required to be filed.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.02, 9.01
2 items
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange Shares or Pre-Funded Warrants: 13,107,127 shares of Common Stock
Pre-Funded Warrant Exercise Price: $0.0001 per share
Exchange Agreement Date: May 12, 2026
+4 more
7 metrics
Exchange Shares or Pre-Funded Warrants
13,107,127 shares of Common Stock
Aggregate common shares or Pre-Funded Warrants contemplated under the terminated Exchange Agreement
Pre-Funded Warrant Exercise Price
$0.0001 per share
Nominal exercise price for newly issued Pre-Funded Warrants under the Exchange Agreement
Exchange Agreement Date
May 12, 2026
Date of the securities exchange and omnibus amendment agreement with certain warrant holders
Registration Rights Agreement Date
May 12, 2026
Date of the Registration Rights Agreement with RRA Investors
2025 Securities Purchase Agreement Date
November 14, 2025
Date of securities purchase agreement providing a 2025 Additional Investment Right
2024 Securities Purchase Agreement Date
October 31, 2024
Date of securities purchase agreement providing a 2024 Additional Investment Right
ELOC Agreement Date
November 14, 2025
Date of the common shares purchase agreement referred to as the ELOC Agreement
Key Terms
Exchange Agreement, Registration Rights Agreement, Series A Convertible Preferred Stock, Floor Price, +2 more
6 terms
Exchange Agreement regulatory
"the certain securities exchange and omnibus amendment agreement (the “Exchange Agreement”)"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Registration Rights Agreement regulatory
"the certain registration rights agreement (the “Registration Rights Agreement)"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Series A Convertible Preferred Stock financial
"shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Floor Price financial
"to remove the Floor Price (as defined therein) as a limitation"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Additional Investment Rights financial
"the “Additional Investment Rights”) and that neither the Company nor the Holders"
ELOC Agreement financial
"terminate that certain common shares purchase agreement, dated November 14, 2025, (the “ELOC Agreement”)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What agreements did Nuvve (NVVE) determine were terminated on July 15, 2026?
Nuvve determined that its May 12, 2026 securities exchange and omnibus amendment agreement and a related Registration Rights Agreement with certain investors had been effectively terminated. These agreements had governed a planned exchange of existing warrants and associated registration obligations.
What was the size of the planned warrant exchange for Nuvve (NVVE)?
The terminated exchange would have swapped existing warrants for 13,107,127 shares of common stock or, at each holder’s election, newly issued pre-funded warrants exercisable at $0.0001 per share, with the Exchange Shares and Pre-Funded Warrants totaling 13,107,127 underlying shares.
What happens to the Registration Rights Agreement for Nuvve (NVVE) investors?
Nuvve states that the Registration Rights Agreement with certain investors has been effectively terminated. As a result, it no longer believes that the contemplated resale registration statement for exchange shares, pre-funded warrant shares, and Series A conversion shares will be or is required to be filed.
How does the termination affect Nuvve (NVVE)’s Series A Convertible Preferred Stock?
Under the exchange plan, Nuvve and holders had agreed to amend the Series A Convertible Preferred Stock to remove the Floor Price from its conversion mechanics. Following the termination, Nuvve no longer intends to effect this amendment or seek stockholder approval for it.
What additional investment rights are impacted for Nuvve (NVVE)?
The Exchange Agreement contemplated waiving and terminating Additional Investment Rights under securities purchase agreements dated October 31, 2024 and November 14, 2025. After the termination, Nuvve does not believe that this waiver and termination of those additional investment rights will take effect.
What is the status of Nuvve (NVVE)’s ELOC Agreement after the termination?
The Exchange Agreement had provided for termination of the November 14, 2025 ELOC Agreement at closing, with certain investors waiving notice requirements. Nuvve now believes that this previously anticipated ELOC termination has and will not occur as expected in connection with the exchange.
Will Nuvve (NVVE) amend purchasers’ subsequent financing participation rights?
The Exchange Agreement envisioned an amendment to the November 14, 2025 Securities Purchase Agreement to adjust subsequent financing participation rights pro rata among purchasers. Following the termination, Nuvve no longer reasonably believes that this SPA amendment will occur.