Nuvve Holding Corp.

Nuvve Holding Corp.'s Common Shares Purchase Agreement (ELOC Agreement) with Five Narrow Lane, L.P. and Hailstone Peak Funding LLC was automatically terminated on July 24, 2026. This termination occurred because the Company's common stock was delisted from The Nasdaq Stock Market on the same date, a condition specified in the agreement. The ELOC Agreement had previously allowed Nuvve to sell up to $25 million of its common stock to the investors. The Company did not incur any early termination penalties as a result of this event.

Nuvve Holding Corp. received a delisting determination from The Nasdaq Stock Market LLC, effective July 24, 2026. The decision stems from the company's failure to comply with Nasdaq's Periodic Reporting Rule, $1.00 bid price requirement, and $2,500,000 stockholders' equity requirement. Nuvve is considering an appeal and expects its common stock to begin trading on the Pink Limited Information Tier of the OTC Markets system.

Nuvve Holding Corp. announced the termination of its Securities Exchange and Omnibus Amendment Agreement and the Registration Rights Agreement, both effective May 12, 2026. As a result, the previously contemplated exchange of 13,107,127 warrants for common stock or pre-funded warrants will not take place. Additionally, several related amendments and terminations, including the Certificate of Designation Amendment to remove the Series A Preferred Stock's Floor Price, the termination of Additional Investment Rights, and the termination of the ELOC Agreement, are no longer expected to occur.

Nuvve Holding Corp. reported a net loss of $5.60 million for Q1 2026, an improvement from $6.88 million in Q1 2025, with total revenue increasing by 49.1% to $1.39 million. Despite revenue growth, the company's operating loss widened to $5.84 million, and net cash used in operating activities significantly increased to $6.00 million. Management has concluded that substantial doubt exists about the company's ability to continue as a going concern, and the company effected a 1-for-18 reverse stock split in July 2026, following a 1-for-40 split in December 2025.

Nuvve Holding Corp.'s wholly owned subsidiary, Nuvve Denmark, has entered into an agreement to acquire BESS Sibiu SRL, a Romanian company developing a 42 MW battery energy storage system. The acquisition involves an initial purchase price of approximately €420,000, a monthly development fee of €10,000, and a contingent COD payment of €1.26 million upon receipt of a generation license. Additionally, Nuvve Denmark will repay seller loans totaling RON 946,000. The deal is subject to customary closing conditions and Romanian regulatory approvals, with closing anticipated by October 22, 2026.

Nuvve Holding Corp. announced a 1-for-18 reverse stock split of its common stock, effective July 6, 2026. The company filed a Certificate of Amendment with the Delaware Secretary of State to implement this change. As a result, the number of outstanding shares will decrease significantly, and trading on a split-adjusted basis will begin on July 6, 2026. This action also includes proportionate adjustments to outstanding convertible securities and equity awards.

Nuvve Holding Corp. filed a Certificate of Designation with the Secretary of State of Delaware, formally designating 150,000 shares of Series B Convertible Preferred Stock. This action is part of the previously disclosed Omnia Venture Agreements, for which stockholders approved the issuance of shares. The Series B Preferred Stock has a stated value of $1,000 per share and is convertible into common stock at $1.25 per share, with no dividend or voting rights, and ranks senior to common stock.

Nuvve Holding Corp. stockholders approved two key proposals at its reconvened Special Meeting on June 23, 2026. They authorized the Board to implement a reverse stock split in a range of 1-for-2 to 1-for-40. Additionally, stockholders approved the issuance of common stock exceeding 19.99% of outstanding shares, as required by Nasdaq rules, in connection with the Omnia Venture Agreements.

Nuvve Holding Corp. entered into a business loan and security agreement with ACH Capital West, LLC for a $1,500,000 term loan. The principal and $585,000 interest are due by May 11, 2027, with weekly payments of $43,437.50 starting June 19, 2026. The company granted a security interest in all current and future amounts owing and other personal property. Early repayment options offer reductions, while default incurs a 25% fee.

Nuvve Holding Corp. held its special meeting of stockholders on June 15, 2026, but it was adjourned due to a lack of quorum. Only 3,118,235 shares were present or represented, which was insufficient under the company's bylaws. The meeting will reconvene on June 23, 2026, at 1 p.m. Eastern Time, allowing the company more time to solicit proxies. The record date for voting remains April 17, 2026, and previously submitted proxies will still be counted.