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Nuvve Holding Corp. (NASDAQ: NVVE) loses $25M equity facility on delisting

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

Rhea-AI Filing Summary

Nuvve Holding Corp. reports that its Common Shares Purchase Agreement with Five Narrow Lane, L.P. and Hailstone Peak Funding LLC, a committed equity facility, automatically terminated after its common stock was delisted from Nasdaq effective July 24, 2026.

The agreement, originally dated November 14, 2025 and amended and restated on December 1, 2025, had allowed Nuvve to sell up to $25 million of common stock at its option. The termination became effective July 24, 2026, and Nuvve states it incurred no early termination penalties.

Positive

  • None.

Negative

  • Automatic termination of a committed equity facility that permitted sales of up to $25 million of common stock removes that capital-raising option following the Nasdaq delisting.

Filing Explained

The July 24 termination removed a committed equity source; the active shelf provides capacity only, with sale terms still undisclosed.

This Form 8-K records that Nuvve no longer had its committed equity facility available after its Common Stock was delisted from Nasdaq on July 24, 2026, removing that disclosed equity-funding source.

The facility's $25 million figure was a conditional maximum that Nuvve could choose to sell under the agreement, and the filing does not report shares sold or proceeds received under it.

A separate active S-3 shelf permits up to $300 million of securities through June 27, 2028; it supplies issuance capacity rather than a committed sale, with pricing and use of proceeds to be set in a future prospectus supplement.

As of March 31, 2026, Nuvve reported $1.73 million of cash and equivalents and quarterly operating cash use of $6.00 million, which equals 25.9 days of the last reported operating cash use.

The next material resolution point is any prospectus supplement under the active shelf, which would disclose whether and on what terms that capacity is used.

Sources and calculations
  • July 27, 2026 Form 8-K (2026-07-27)
  • Form 8-K purpose (undated)
  • Nuvve active S-3 shelf record (2025-06-27)
  • Nuvve first-quarter 2026 fundamentals (2026Q1)
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,727,260 / ($6,001,453 / 90) = [object Object]
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.
Committed equity facility size $25 million Maximum aggregate amount of common stock Nuvve could sell under the ELOC Agreement
Delisting and termination effective date July 24, 2026 Date Nasdaq delisting became effective and the ELOC Agreement automatically terminated
Original ELOC Agreement date November 14, 2025 Date Nuvve entered into the Common Shares Purchase Agreement with the investors
Amended and restated date December 1, 2025 Date the ELOC Agreement was amended and restated
Common stock par value $0.0001 per share Par value of Nuvve Holding Corp.'s common stock
committed equity facility financial
"relating to a committed equity facility."
A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.
ELOC Agreement financial
"the “ELOC Agreement”), with each of Five Narrow Lane"
Delisting regulatory
"was delisted from Nasdaq (the “Delisting”)."
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
OTC Pink Limited Market market
"NVVE | | OTC Pink Limited Market"
OTC Pink Limited Market is an over‑the‑counter trading tier for stocks that are not listed on major exchanges and provide only limited public information about their operations and financials. It matters to investors because lower disclosure increases uncertainty and risk—prices can be volatile and it can be harder to verify value or spot problems, like buying an unlabeled used item at a flea market where you don’t know its history or condition.

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

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FAQ

What agreement did NVVE disclose as terminated?
NVVE reported the automatic termination of its Common Shares Purchase Agreement, known as the ELOC Agreement, with Five Narrow Lane, L.P. and Hailstone Peak Funding LLC, effective July 24, 2026, after its common stock was delisted from Nasdaq, with no early termination penalties.

How large was NVVE's committed equity facility under the ELOC Agreement?
Under the ELOC Agreement, NVVE could, at its option, sell up to $25 million of its common stock to the investors. This committed equity facility was subject to conditions and limitations specified in the agreement before its automatic termination.

Why did NVVE's ELOC Agreement automatically terminate?
The ELOC Agreement required that NVVE’s common stock remain listed on Nasdaq. When the stock was delisted effective July 24, 2026, this triggered automatic termination of the committed equity facility under the agreement’s terms.

When were NVVE's ELOC Agreement and its amendment executed?
NVVE entered into the Common Shares Purchase Agreement on November 14, 2025, and it was amended and restated on December 1, 2025. These dates define the period during which the committed equity facility framework was in place before termination.

On which market does NVVE's common stock currently trade?
NVVE’s common stock, par value $0.0001 per share, is listed as trading on the OTC Pink Limited Market under the symbol NVVE, following its delisting from The Nasdaq Stock Market effective July 24, 2026.
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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): July 27, 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 OTC Pink Limited Market
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 1.02. Termination of a Material Definitive Agreement

As previously disclosed, Nuvve Holding Corp. (the “Company”) previously entered into that certain Common Shares Purchase Agreement, dated November 14, 2025 (as amended and restated on December 1, 2025, the “ELOC Agreement”), with each of Five Narrow Lane, L.P. and Hailstone Peak Funding LLC (the “Investors”) relating to a committed equity facility. Pursuant to the ELOC Agreement, the Company had the right, from time to time at its option to sell to the Investors up to $25 million of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to certain conditions and limitations set forth in the ELOC Agreement. The ELOC Agreement provided for, among other things, the automatic termination of such ELOC Agreement upon the failure of the Common Stock to be listed on The Nasdaq Stock Market (“Nasdaq”).

As previously disclosed, effective as of the open of the market on July 24, 2026, the Common Stock was delisted from Nasdaq (the “Delisting”). As a result of the Delisting, the ELOC Agreement was automatically terminated pursuant to the terms thereof, effective as of July 24, 2026. The Company did not incur any early termination penalties as a result of the termination of the ELOC Agreement.



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: July 28, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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