Nuvve Holding Corp 8-K Filings

Nuvve Holding Corp. reported second quarter 2026 results, highlighting strong top-line growth but continued significant losses and liquidity pressure. Total revenue was $1.23 million for the quarter, up from $0.33 million a year earlier, an increase of 268.4%, driven mainly by higher product sales and grant revenue.

Profitability deteriorated, with products and services margin at -14.5% versus 60.6% a year ago, impacted by higher replacement warranty costs on discontinued DC chargers, write-downs related to the Troy project, and a higher mix of hardware charging stations. Net loss was $7.3 million compared with $13.6 million in the prior-year quarter, helped by a 52.9% reduction in selling, general and administrative expenses to $6.5 million. Cash operating losses were $7.3 million in the quarter.

Nuvve raised $2.5 million in gross proceeds during the quarter through a private placement, preferred stock issuance, and warrant exercises, but cash and cash equivalents fell to $0.5 million as of June 30, 2026, from $5.5 million at December 31, 2025. Total liabilities were $19.4 million versus total assets of $12.2 million, resulting in a stockholders’ deficit of $7.5 million. Megawatts under management increased to 29.9 MW, up 5.7% over the fourth quarter of 2025.

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.

Nuvve Holding Corp. received a Nasdaq Hearings Panel determination on July 22, 2026 to delist its common stock from The Nasdaq Capital Market. The decision cites failure to demonstrate compliance with the periodic reporting requirement for the Form 10-Q for the quarter ended March 31, 2026, the $1.00 bid price requirement, and the $2,500,000 stockholders’ equity requirement.

Trading in the common stock will be suspended at the open on July 24, 2026. The company may appeal to the Nasdaq Listing and Hearing Review Council within 15 days, and that council may also initiate review within 45 days. Nuvve expects its shares to begin trading on the Pink Limited Information Tier of the OTC Markets on July 24, 2026 under the symbol NVVE and plans to apply for inclusion in the OTCID tier and later the OTCQB tier while considering options to reinitiate trading on Nasdaq.

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.

Nuvve Holding Corp., through its wholly owned subsidiary Nuvve Denmark ApS, entered into a material agreement to acquire all equity interests of BESS Sibiu SRL, which is developing a 42 MW battery energy storage system in Sibiu, Romania.

Consideration includes a monthly development fee of €10,000 from signing until the project’s commercial operation date or a long-stop date, an initial purchase price of approximately €420,000 at closing (subject to working capital and loan adjustments), and a further COD-related payment of approximately €1,260,000 only if a generation license is obtained. Nuvve Denmark will also repay seller loans totaling RON 946,000. Closing is subject to Romanian legal approvals and foreign direct investment review, and the agreement terminates if conditions are not met by October 22, 2026.

Nuvve Holding Corp. is implementing a reverse stock split of its common stock at a 1-for-18 ratio. Effective at 12:01 a.m. Eastern Time on July 6, 2026, every 18 issued and outstanding shares will be combined into 1 share, with no change to the par value.

As a result, issued and outstanding common shares will decrease from approximately 9,443,731 pre-split shares to approximately 524,652 post-split shares, subject to adjustment for fractional shares, which will be rounded up to a whole share. Trading on the Nasdaq Capital Market will begin on a split-adjusted basis on July 6, 2026 under a new CUSIP number 67079Y506.

The reverse split does not change the number of authorized shares but proportionately adjusts the share counts and prices of outstanding convertible securities, warrants, stock options and restricted stock units. Related information is incorporated into the company’s effective registration statements, and the number of shares covered thereunder is proportionately reduced pursuant to Rule 416(b).

Nuvve Holding Corp. approved and implemented a new class of Series B Convertible Preferred Stock, changing its capital structure. A Certificate of Designation filed in Delaware designates 150,000 preferred shares with a stated value of $1,000 per share and a conversion price of $1.25 per common share.

Series B holders may convert at their option but receive no dividends and have no voting rights except as required by law. In a liquidation, they are entitled to receive the stated value plus any due fees before common stock. The Series B ranks senior to common stock and common equivalents, on parity with specifically designated later preferred series, and junior to the company’s Series A Convertible Preferred Stock and any future senior-ranking preferred.

Nuvve Holding Corp. reported results from its reconvened Special Meeting of Stockholders held on June 23, 2026. Stockholders approved a proposal authorizing the Board to implement a reverse stock split of the company’s common stock in a range from 1-for-2 to 1-for-40, with the exact ratio to be set by the Board. They also approved, for purposes of Nasdaq Listing Rule 5635, the potential issuance of more than 19.99% of the company’s outstanding common stock in connection with the Omnia venture agreements, including shares issuable upon conversion of Series B Convertible Preferred Stock. An adjournment proposal was rendered unnecessary because a quorum was present and both key proposals received sufficient support.

Nuvve Holding Corp. entered into a new secured term loan agreement with ACH Capital West, LLC. The Agreement provides a $1,500,000 loan, with principal and interest totaling $2,085,000 due on May 11, 2027, and weekly payments of $43,437.50 starting June 19, 2026.

Nuvve paid a $45,000 origination fee and granted the lender a continuing security interest in essentially all of its tangible and intangible personal property and receivables. The loan includes customary events of default and allows the lender to accelerate all obligations after a continuing default.

The Agreement offers early repayment incentives, reducing the total repayment by $210,000, $180,000, $150,000, or $120,000 if the loan is repaid within 30, 60, 90, or 120 days, respectively. If Nuvve defaults, a default fee equal to 25% of the original amount owed becomes payable.

Nuvve Holding Corp. convened a special meeting of stockholders on June 15, 2026, but only 3,118,235 common shares were present or represented by proxy, which was not enough to meet the quorum requirement under its amended and restated bylaws.

As a result, the company adjourned the special meeting to June 23, 2026 at 1 p.m. Eastern Time. The record date remains the close of business on April 17, 2026, and proxies already submitted will be used at the reconvened meeting unless stockholders properly change or revoke them.

Nuvve Holding Corp. convened a special stockholder meeting on June 9, 2026, but it was unable to conduct business because a quorum was not reached. The company reported that 2,926,864 shares of common stock were present or represented by proxy, which was below the threshold required under its Amended and Restated Bylaws.

The special meeting was adjourned to June 15, 2026 at 1 p.m. Eastern Time to allow more time to collect proxies. The record date remains the close of business on April 17, 2026, so only stockholders of record on that date are entitled to vote. Votes already submitted will carry over to the reconvened meeting unless changed or properly revoked.

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.

Nuvve Holding Corp. is delaying its first-quarter 2026 earnings update. The company postponed its previously scheduled earnings press release and conference call for the quarter ended March 31, 2026, which had been set for May 15, 2026.

Nuvve plans to announce a new date and time for both the earnings release and call. The disclosure is furnished under Regulation FD, and the company includes standard cautionary language about forward-looking statements and references to risk factors in its prior SEC filings.

Nuvve Holding Corp. entered into a securities exchange and omnibus amendment agreement with holders of warrants exercisable for up to 23,831,137 common shares. These existing warrants will be exchanged for 13,107,127 common shares, or equivalent pre-funded warrants with a nominal $0.0001 exercise price, subject to stockholder approval.

The deal also removes the Series A preferred stock floor price (pending approval), terminates additional investment rights and an equity line agreement, and revises participation rights in future financings. Nuvve granted registration rights for the exchanged and related shares, with liquidated damages and an 18% annual interest rate if registration timing milestones are missed.

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.

Nuvve Holding Corp. reported a change to the rights of certain holders of its Series A Convertible Preferred Stock. On March 31, 2026, these holders signed a waiver to the Certificate of Designation governing the Series A Convertible Preferred Stock.

Under this waiver, the participating preferred holders agreed to give up their contractual rights to receive Alternate Consideration if a Fundamental Transaction occurs, as those terms are defined in Section 7 of the Certificate of Designation. The waiver is provided as Exhibit 10.1 and incorporated by reference.

Nuvve Holding Corp. reported wider losses for Q4 and full-year 2025 while improving liquidity and gross margins. Fourth-quarter revenue was $1.95 million, slightly above $1.79 million a year earlier, with gross profit margin rising to 24.2% from 15.8% as hardware sales increased.

However, a $3.47 million inventory impairment on certain 125 kW V2G DC chargers and higher noncash items contributed to a Q4 net loss of $6.3 million and a full-year net loss of $31.5 million, compared with $17.4 million in 2024. Cash and cash equivalents rose to $5.5 million as of December 31, 2025, helped by $8.1 million of capital raised in Q4 and multiple 2025 financings, but the company remained in a stockholders’ deficit position.

Nuvve Holding Corp. updated its executive compensation and reported the expiration of its SPAC warrants. The company entered into a new amended and restated employment agreement with Chief Financial Officer David Robson, effective March 22, 2026, running through March 22, 2027. The agreement provides a yearly base salary of $450,000, eligibility for revenue-based performance bonuses determined by the Compensation Committee, and automobile support of up to $20,000 for a down payment and up to $1,500 per month in lease payments, along with potential discretionary equity awards. If he is terminated without cause or resigns for good reason, Mr. Robson will receive 12 months of continued base salary and health benefits. Separately, on March 19, 2026, warrants exercisable for one-half of one share of common stock at an exercise price of $11.50 per full share expired and were delisted from Nasdaq, while Nuvve’s common stock continues to trade under the symbol NVVE.

Nuvve Holding Corp. entered into a set of Omnia Venture Agreements with Oelion AB and OMNIA Group Holdings AG to expand its battery energy storage business in Europe, starting with a 50 MW project in Sweden and targeting a pipeline exceeding 1 GW.

Under a 20‑year managerial services agreement, Nuvve will provide technology and consulting and expects to receive approximately $1,345,389 in the first year. As consideration, Nuvve agreed to issue 814,532 common shares, about 19.9% of current outstanding stock, plus Series B preferred shares subject to shareholder approval and milestone completion. The securities are being issued in a private, unregistered transaction.

Nuvve Holding Corp. reported that its master services agreement with Fresno Economic Opportunities Commission for a fleet electrification program has been effectively terminated. The agreement carried approximately $15.7 million in possible estimated fees and expenses for Nuvve.

The company disputes whether Fresno Economic Opportunities Commission properly terminated the contract but no longer expects the business relationship to continue. Nuvve is negotiating with Fresno Economic Opportunities Commission over costs and fees owed for services already provided, and the final amount it will receive remains uncertain.

Nuvve Holding Corp. reported that its Board of Directors has confirmed Jon M. Montgomery as Chairperson of the Board, effective January 13, 2026. He had been serving as Interim Chairperson and has been a board member since November 2020. Montgomery also continues as chair of the Nominating and Corporate Governance Committee and as a member of the Audit and Compensation Committees, reinforcing his central role in the company’s governance structure.

Nuvve Holding Corp. reported two key developments. First, director James Altucher resigned from the Board effective immediately on January 7, 2026, and the company states his departure was not due to any disagreement over its operations, policies, or practices.

Second, Nuvve received a letter from Nasdaq on January 6, 2025 confirming it is in compliance with Nasdaq Listing Rule 5550(b)(1) on minimum stockholders’ equity and Listing Rule 5550(a)(2). The company will be under a Mandatory Panel Monitor for one year starting January 6, 2026. If it falls out of compliance with the Minimum Stockholders’ Equity Rule during that year, it will not receive additional time to regain compliance, though it can request a new hearing before any delisting. Nuvve issued a press release on January 8, 2026 announcing it has regained compliance with Nasdaq listing requirements.

Nuvve Holding Corp. reported that on December 18, 2025 it sent a formal letter to its stockholders and publicly distributed the same message via a press release. Both the letter and the press release are included as Exhibits 99.1 and 99.2. The company classifies this communication as soliciting material under proxy rules, and is furnishing, rather than filing, the information under Regulation FD, meaning it is not subject to certain Exchange Act liability provisions unless later specifically incorporated into another filing.

Nuvve Holding Corp. (NVVE) entered into an additional financing with an accredited investor through a senior convertible promissory note and accompanying warrant. On November 17, 2025, the company issued a new note with a $277,777 principal amount at a 10% original issue discount, convertible into common stock at $0.1384 per share, and an additional warrant exercisable for up to 100% of the note’s conversion shares at the same price.

The note bears 8.0% annual interest (rising to 18.0% upon default), matures in 18 months, and is repayable in monthly installments that may be settled in cash or stock if equity conditions are met. A 9.99% beneficial ownership cap limits conversions. The warrant is exercisable immediately, has a five-year term, and both the note and warrant include full ratchet antidilution protection with specified price floors and standard adjustment events. Nuvve received $250,000 in gross proceeds, which it plans to use for working capital and general corporate purposes, and has agreed to register the underlying shares under a future registration statement.

Nuvve Holding Corp. entered into a private financing anchored by Series A Convertible Preferred Stock and warrants. The company agreed to sell 5,000 preferred shares with a stated value of $5,000,000 for an aggregate purchase price of $4,500,000, together with warrants covering 100% of the conversion shares. Closing occurs upon stockholder approval under Nasdaq rules, targeted via a special meeting on or before December 31, 2025.

The preferred converts at 90% of the common stock’s closing price immediately prior to closing (subject to limits and a floor), carries an 8% annual dividend payable quarterly (increasing to 18% upon certain events), and is paired with five‑year warrants initially exercisable at 135% of that closing price. Purchasers also secured an Additional Investment Right for up to $25,000,000 in additional preferred and warrants, with pricing tied to recent trading levels and a floor, plus periodic proceeds requirements.

Separately, Nuvve established a committed equity facility of up to $25,000,000 and issued a pre‑funded warrant for 2,221,235 shares as a commitment fee. Resale registrations are required under a registration rights agreement, with timelines and liquidated damages if missed.

Nuvve Holding Corp. filed an 8-K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The press release was furnished as Exhibit 99.1 on November 13, 2025.

The disclosure is provided under Items 2.02 (Results of Operations and Financial Condition) and 7.01 (Regulation FD). The company notes the information furnished under these items is not deemed “filed” for purposes of Section 18 of the Exchange Act. Exhibit 104 contains the cover page Inline XBRL tags.

Nuvve Holding Corp. (NVVE) received a Nasdaq compliance extension after a hearing with the Nasdaq Hearings Panel. The Panel granted the company until December 31, 2025 to regain compliance, subject to conditions.

The extension follows earlier notices that NVVE’s stock closed below $1.00 for 30 consecutive trading days under the Bid Price Rule and that it was also noncompliant with the $2,500,000 minimum stockholders’ equity requirement. Nasdaq indicated NVVE was not eligible for a standard cure period due to prior reverse stock splits over the last two years with a cumulative ratio of 250-to-1 or more. NVVE plans to pursue its compliance plan, but there is no assurance it will regain or maintain its listing.

Nuvve Holding Corp. (NVVE) entered into multiple agreements with EDF and Dreev SAS. The company agreed to sell all of its equity interests in Dreev, representing approximately 4.65% of Dreev, to EDF for a lump sum payment of 800,000 Euros.

Concurrently, the parties signed a Software Cross‑License Agreement granting each side an exclusive, fully paid‑up, non‑transferable, non‑sublicensable license to use specified software repositories for vehicle‑to‑grid operations within France, the United Kingdom, Belgium, Italy and Germany. They also executed a Patents Assignment and IPR License Agreement under which certain patents and related know‑how were assigned back to Nuvve, and Nuvve granted Dreev an exclusive, fully paid‑up, transferable, sublicensable license over that patent portfolio in the same territory. Nuvve agreed it shall not utilize the Patent IP in the territory. Each agreement commences October 8, 2025 and includes cure and termination provisions.

Nuvve Holding Corp. reported the results of a special stockholder meeting held on October 6, 2025. Stockholders approved a proposal authorizing the board of directors to implement a reverse stock split of the company’s common stock at a ratio between 1-for-2 and 1-for-40, with the exact ratio to be chosen by the board at its discretion. The proposal received 6,100,498 votes for, 1,397,702 against, and 44,092 abstentions. As of the September 4, 2025 record date, 19,942,839 shares of common stock were outstanding and 7,542,292 shares, or 37.81%, were represented at the meeting, which was sufficient to constitute a quorum. A separate adjournment proposal was not needed because the reverse split proposal received enough support.

Nuvve Holding Corp. entered into a related-party Receivable Assignment Agreement with its chief executive officer, Gregory Poilasne, and chief financial officer, David Robson. The company had a contingent right to receive a lump-sum payment of $400,000 from Switch EV Ltd. under a prior termination agreement, subject to certain pricing-related conditions involving Switch and an unrelated third party. On September 24, 2025, Nuvve transferred this right to the two executives in exchange for an aggregate cash payment of $266,000 to the company, following approval by the independent and disinterested members of its board of directors. Under the new agreement, the executives will receive any amounts ultimately paid on the receivable, allocated to them on a pro rata basis.

Nuvve Holding Corp. entered into an additional financing under its existing securities purchase agreement, issuing a new senior convertible note and matching warrant to an institutional investor in a private placement.

The company issued a senior convertible promissory note with a principal amount of $111,111.11, carrying a 10% original issue discount, for gross proceeds of $100,000. The note bears 8.0% annual interest, rising to 18.0% upon an event of default, and matures in 18 months, with a possible six‑month extension if certain repayment and non‑default conditions are met.

The note is convertible at the investor’s option into common stock at a conversion price of $0.1711 per share, with full ratchet antidilution adjustments and an Alternate Conversion Price formula upon default, subject to a 9.99% beneficial ownership cap. The accompanying warrant is immediately exercisable for up to 100% of the shares underlying the note at an exercise price of $0.1711, includes full ratchet antidilution protection subject to Nasdaq price limits, and has a five‑year term with cashless exercise in specified situations. Nuvve plans to use net proceeds for working capital and general corporate purposes and has agreed to register the underlying shares under its registration rights agreement.

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.

Nuvve Holding Corp. reported that its Board of Directors approved a new equity grant for its non-employee directors. On August 24, 2025, following a recommendation from the Compensation Committee, the Board authorized an award of 100,000 restricted stock units (RSUs) to these directors.

The RSUs vest immediately, meaning the non-employee directors receive the full equity benefit right away rather than over time. The company explains that this grant is part of its ongoing review of corporate governance practices and is intended to help attract and retain qualified board members. Nuvve plans to provide further details about the equity award structure and terms in its next proxy statement.

On August 22, 2025, Nuvve Holding Corp. held its annual meeting where 4,672,428 shares of common stock, representing 44.03% of the 10,613,022 shares outstanding as of the June 25, 2025 record date, were present in person or by proxy, constituting a quorum. The filing states that stockholders elected two Class A directors to three-year terms through the 2028 annual meeting. The excerpt does not include the names of those directors or the specific vote totals, which are described as provided elsewhere in the proxy.

Nuvve Holding Corp. furnished an update on its business by releasing financial results for the second quarter ended June 30, 2025. The company reported these results in a press release dated August 14, 2025, which is attached as an exhibit and incorporated by reference. The disclosure is provided under results of operations and financial condition and is designated as furnished rather than filed, meaning it is not automatically subject to certain Exchange Act liabilities or incorporated into other securities law filings unless specifically referenced.

Nuvve (Nasdaq: NVVE) filed an 8-K announcing the appointment of Laura Huang (Class A) and Brian Johnson (Class B) to its Board, effective June 25 2025.

Huang joins the Compensation and Nominating & Corporate Governance Committees; Johnson joins the Audit Committee. Both will receive standard director compensation and indemnification.

The filing reports no related-party transactions or family relationships under Item 404(a) and contains no financial updates. The additions strengthen board oversight and satisfy Item 5.02 disclosure requirements.