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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2025
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 230San Diego,California92106
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbols Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock NVVEW The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o




Item 1.01. Entry into Material Definitive Agreement

Amendment to Existing Purchase Agreement

On February 4, 2025, Nuvve Holding Corp. (the “Company”) entered into the Third Amendment to Securities Purchase Agreement (the “Amendment”), which amends the Securities Purchase Agreement, dated October 31, 2024, as amended on January 14, 2024 and February 3, 2025 (as amended, the “October Purchase Agreement”), by and among the Company and the buyers named therein. The Amendment amends the October Purchase Agreement to extend to update the definition of “Exempt Issuance” to include certain registered direct offerings.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the form of Amendment, which is filed as Exhibit 10.1 and is incorporated herein by reference.

RDO Agreement

On February 4, 2025, the Company, entered into a securities purchase agreement (the “RDO Agreement”) with the purchaser named on the signature page thereto (the “Purchaser”), which provides for the sale and issuance by the Company in a registered direct offering (the “Offering”) of an aggregate of $278,250.00 of shares of the Company’s common stock, $0.0001 par value per share, at a purchase price of $2.65 per share (the “Shares”), which represents the most recent closing price as reported on the Nasdaq Capital Market immediately prior to the execution of the RDO Agreement. The closing of the Offering is expected to occur on or before February 5, 2025, subject to the satisfaction of customary closing conditions.

The RDO Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company.

The Offering will be made pursuant to a shelf registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) (Registration No. 333-264462), a base prospectus, dated May 5, 2022, included as part of the registration statement and a prospectus supplement related to the Offering. We may sell additional Shares to certain investors on substantially similar terms as those described in the RDO Agreement in the immediate future, except with respect to the per share purchase price, subject, in all cases, to satisfaction of certain conditions and approvals.

The foregoing description of the RDO Agreement is not complete and is qualified in its entirety by reference to the full text of the form of RDO Agreement, which is filed as Exhibit 10.2 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
10.1
10.2
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 4, 2025
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
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