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.
RainForest Partners LLC filed a Schedule 13G reporting beneficial ownership of 57,648 shares of Nuvve Holding Corp. common stock. This represents 9.99% of the class, based on 577,064 shares outstanding as of June 30, 2026. RainForest Partners reports sole voting and dispositive power over all 57,648 shares and no shared power. A contractual 9.99% ownership restriction limits the maximum amount of shares RainForest Partners can beneficially control, and a full exercise of its securities would exceed this restriction.
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. is reported to have a significant shareholder, The Hewlett Fund, which filed a Schedule 13G as a passive beneficial owner of common stock. The Hewlett Fund reports beneficial ownership of 57,648 shares of common stock, representing 9.99% of the class, based on 577,064 shares outstanding as of June 30, 2026.
The Hewlett Fund has sole voting and dispositive power over all 57,648 shares. A contractual 9.99% ownership restriction limits the maximum number of shares the fund can beneficially control; full exercise of its securities would otherwise exceed this limit. The filing is signed by Martin Chopp, General Partner, dated July 20, 2026.
Nuvve Holding Corp. reported first‑quarter 2026 revenue of $1.39 million, up from $0.93 million a year earlier, driven mainly by higher services and grant income. The company posted an operating loss of $5.84 million and a net loss of $5.60 million, versus a $6.88 million loss in 2025. Net loss attributable to common stockholders was $5.83 million, or $(28.96) per share on 201,488 weighted‑average shares.
At March 31 2026, total assets were $13.97 million and total liabilities $15.39 million, resulting in a Nuvve stockholders’ deficit of $0.47 million. Cash was $1.73 million (plus $0.32 million restricted), with $6.00 million used in operating activities during the quarter. All $0.96 million of debt, including senior convertible notes and Fermata promissory notes, is classified as current.
Management discloses an accumulated deficit of $202.3 million, negative working capital of $2.8 million and concludes that substantial doubt exists about the company’s ability to continue as a going concern over the next 12 months. Operations are being funded through new capital raises, including issuances and conversions of Series A convertible preferred stock and multiple warrant and convertible note financings, which introduce meaningful potential dilution for common shareholders. Revenue remains concentrated, with the top five customers providing about 69.5% of first‑quarter 2026 revenue.
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.