Nuvve Holding Corp SEC Filings

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. is asking stockholders at a June 9, 2026 virtual special meeting to approve three key actions. First, it seeks authority for a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-40 to address Nasdaq’s $1.00 minimum bid-price deficiency after earlier 1-for-10 and 1-for-40 reverse splits. Second, it requests approval to issue more than 19.99% of its common stock under Omnia Venture Agreements, including 814,532 shares and additional shares issuable upon conversion of new Series B Preferred Stock tied to a 50 MW battery storage project in Sweden and long-term services, which would dilute existing holders. Third, it proposes the ability to adjourn the meeting to solicit more proxies if needed.

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.

The Board of Nuvve Holding Corp. is soliciting shareholder votes at a virtual Special Meeting on June 9, 2026 to approve three proposals: a reverse stock split (Board authority to choose any ratio from 1-for-2 to 1-for-40), approval to permit potential issuance/conversion of shares in excess of 19.99% in connection with the Omnia Venture Agreements, and an adjournment authorization.

The reverse split is proposed to cure noncompliance with Nasdaq minimum bid price requirements. The Omnia proposal would permit issuance tied to a cooperation and services arrangement that contemplates issuance of 814,532 shares (approximately 19.9%) and potential Series B convertible preferred stock convertible at a Conversion Price of $1.25. Shares outstanding cited: 9,443,731 as of April 17, 2026.

Nuvve Holding Corp. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because it requires additional time to complete procedures to finalize the financial statements. The company states it aims to file the Report as soon as practicable.

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.