Nuvve Holding Corp SEC Filings

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. filed a revised proxy amending a scrivener's error to show 19,942,839 shares outstanding (previously 20,252,314) and seeks shareholder approval for a Reverse Stock Split with a board-determined ratio in the range of 1-for-2 to 1-for-40. The company states the reverse split is intended to satisfy Nasdaq minimum bid price requirements and notes an active appeal of a Nasdaq delisting determination. Implementation must be completed no later than 10 business days before a date set by the Nasdaq Hearing Panel if the split is approved. The proxy discloses solicitation arrangements, including an estimated fee to Campaign Management of up to $10,000, event logistics for a Special Meeting and adjusted share-and-capital mechanics and tax and fractional-share treatments in the event of the reverse split.

Nuvve Holding Corp. (NVVE) filed a preliminary proxy for a special meeting scheduled for 1:00 p.m. Eastern Time on October [6], 2025. Stockholders are asked to vote on two items: Proposal 1, a Reverse Stock Split of the common stock, and Proposal 2, an Adjournment to allow more time if needed. The proxy notes these proposals are generally not considered “routine,” so banks and brokers cannot vote uninstructed shares on these matters.

The Company has appointed an inspector of elections to count votes. The proxy includes sections on Authorized Shares of Common Stock, Appraisal Rights, Interests of Certain Persons, and U.S. federal income tax consequences of a reverse split. A beneficial ownership table lists directors, officers, and certain holders, including stakes reported at 10.70%, 9.99%, and 4.99%.

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.