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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2026, Nuvve Holding Corp. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, since the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”), it no longer complies with the Nasdaq's Listing Rule 5250(c)(1) (the…
Regulation FD Disclosure. On May 15, 2026, Nuvve Holding Corp. (the “Company”) issued a press release announcing its decision to postpone the release of its previously scheduled earnings press release and conference call for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. The information set forth in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purpos…
Material Modification to Rights of Security Holders. To the extent required by
Termination of a Material Definitive Agreement The disclosure required by this Item and included in
Entry into a Material Definitive Agreement. Securities Exchange and Omnibus Amendment Agreement On May 12, 2026, Nuvve Holding Corp. (the “Company”) entered into a securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of warrants exercisable for an aggregate of up to 23,831,137 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) certain common stock purchase warrants of the Comp…
Unregistered Sales of Equity Securities. The disclosure required by this Item and included in
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 20, 2026, Nuvve Holding Corp. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for c…
Material Modification to Rights of Security Holders. On March 31, 2026, certain of the holders of Nuvve Holding Corp.’s Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) provided a waiver (the “Waiver”) to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”). Pursuant to the Waiver, such holders of Series A Convertible Preferred Stock agreed to waive rights to receive Al…
and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The offer and sale of the securities in the Cooperation Agreement was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S thereunder. This report does not constitute an offer to sell or the solicitation of an offer to buy the securities in the described offering, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation…
Other Events. Important Notice Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “aims,” “anticipates,” “plans,” “looking forward to,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,”…
Entry into a Material Definitive Agreement. On March 6, 2026, Nuvve Holding Corp. (the “Company” or “Nuvve”) entered into a cooperation agreement (the “Cooperation Agreement”) between and among the Company, Oelion AB, a company organized under the laws of Sweden (“Oelion”), and OMNIA Group Holdings AG, a company organized under the laws of Switzerland (“Omnia”). Concurrently with entry into the Cooperation Agreement the Company, Oelion and Omnia also entered into (i) a service agreement for e…
Termination of a Material Definitive Agreement On February 11, 2026, Nuvve Holding Corp. (the “Company”) determined that the master services agreement, dated May 14, 2024 (the “Agreement”), by and between the Company and Fresno Economic Opportunities Commission (the “FEOC”) had been effectively terminated and provided notice to the FEOC of costs and amounts owed to the Company in connection with the termination. As previously disclosed, the Agreement outlined the general scope of work, timeli…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers. On January 7, 2026, James Altucher informed the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) of his decision to resign from the Board, effectively immediately. Mr. Altucher’s decision to resign from the Board is not a result of any disagreement with the Company or any matter relating to the Company’s operations, policies…
of this Current Report on Form 8-K regarding the Certificate of Designation is incorporated by reference into this
Entry into a Material Definitive Agreement. As previously disclosed, on November 14, 2025, Nuvve Holding Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers in a private placement (the “Private Placement”) of (i) shares of newly-designated Series A Convertible Preferred Stock, with par value $0.0001 per share and sta…
The offer and sale of the securities in the Private Placement was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. This report does not constitute an offer to sell or the solicitation of an offer to buy the securities in the described offering, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such…
Other Events. The Company undertook the Private Placement described above in an effort to regain compliance with the requirement of maintaining stockholders’ equity of at least $2.5 million for continued inclusion on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1). As a result of the Closing of the Private Placement, the Company believes it has stockholders’ equity of at least $2.5 million as of the date of this Current Report on Form 8-K. The Company intends to notify Nasd…
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Entry into Material Definitive Agreement As previously disclosed, on October 31, 2024, Nuvve Holding Corp. (the “Company”) entered into a securities purchase agreement (as amended from time to time, the “Purchase Agreement”) with certain accredited institutional and individual investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors senior convertible promissory notes (as amended and restated, the “Notes”) convertible into shares of the Company’s common stoc…
Unregistered Sales of Equity Securities The information set forth in
Material Modifications to Rights of Security Holders. To the extent required by
Unregistered Sales of Equity Securities The information set forth in
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Entry into Material Definitive Agreement As previously disclosed, on October 31, 2024, Nuvve Holding Corp. (the “Company”) entered into a securities purchase agreement (as amended from time to time, the “Purchase Agreement”) with certain accredited institutional and individual investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors senior convertible promissory notes (as amended and restated, the “Notes”) convertible into shares of the Company’s common stoc…
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