Nuvve Holding Corp.

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.

Nuvve Holding Corp. adjourned its special meeting of stockholders, originally held on June 9, 2026, to June 15, 2026, at 1 p.m. Eastern Time. The adjournment was necessary because only 2,926,864 shares were present or represented by proxy, which did not constitute a quorum under the company's bylaws. The company aims to solicit additional proxies to achieve the required quorum for the reconvened meeting, with the record date of April 17, 2026, remaining unchanged.

Nuvve Holding Corp. will hold a Special Meeting on June 9, 2026, for stockholders to vote on critical proposals. These include approving a reverse stock split, ranging from 1-for-2 to 1-for-40, to address Nasdaq's minimum bid price requirement following previous splits. Additionally, stockholders will vote on the issuance of 19.99% or more of common stock in connection with Omnia Venture Agreements, which will lead to a change of control for Nuvve, granting Omnia and its affiliates majority voting power. The Board unanimously recommends voting "FOR" all proposals.

Nuvve Holding Corp. received a notice from Nasdaq on May 22, 2026, for non-compliance with Listing Rule 5250(c)(1) due to the late filing of its Q1 2026 Form 10-Q. This serves as an additional basis for delisting, as the company is already non-compliant with the $1.00 minimum bid price rule. Nuvve intends to request a stay of suspension by May 29, 2026, and is working to regain compliance to remain listed on Nasdaq.

Nuvve Holding Corp. announced the postponement of its previously scheduled earnings press release and conference call for the quarter ended March 31, 2026. The conference call was originally set for May 15, 2026, at 5:00 PM Eastern Time. The company intends to announce a new date and time for its first-quarter financial update.

Nuvve Holding Corp. entered into a securities exchange and omnibus amendment agreement to exchange existing warrants for 13,107,127 shares of common stock or pre-funded warrants, effectively reducing potential dilution from the original 23,831,137 warrants by 45%. Concurrently, the company terminated its $25 million equity line of credit facility and certain additional investment rights, further mitigating future dilution risks. The agreement also includes an amendment to the Series A Preferred Stock terms, removing the Floor Price limitation on conversion price adjustments, subject to stockholder approval.

Nuvve Holding Corp. received a notice from Nasdaq on April 20, 2026, indicating non-compliance with the $1.00 bid price rule for 30 consecutive trading days. The company is ineligible for a compliance period due to multiple reverse stock splits over the past two years with a cumulative ratio of 250 shares or more to one. Trading of Nuvve's securities will be suspended on The Nasdaq Capital Market starting April 29, 2026, unless the company successfully appeals. Nuvve intends to request a hearing by April 27, 2026, which will automatically stay the delisting action.