Nuvve Holding Corp SEC Filings

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. describes itself as an early-stage grid modernization company built around proprietary vehicle-to-grid (V2G) technology and its AI-powered GIVe software platform. The system aggregates electric vehicles and stationary batteries into virtual power plants that provide bi-directional energy and grid services such as frequency regulation and demand response.

The company highlights long-running commercial V2G operations in Denmark and a growing focus on North American school bus fleets and stationary storage. It reports ongoing operating losses and an accumulated deficit, expects losses to continue, and notes customer concentration, joint-venture structures, regulatory complexity, and substantial execution and financing risks. A 1-for-40 reverse stock split became effective on December 15, 2025.

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. notified Nasdaq of the removal of its warrants from listing and/or registration on the Nasdaq Stock Market. Nasdaq certified it complied with Rule 12d2-2 procedures and the issuer certified it complied with Exchange rules governing voluntary withdrawal.

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.