Common Stock, Par Value $0.0001 Per Share
- Symbol
- NVVE
- Exchange
- NONE
- Classification
- COMMON
Current Report · Items 3.02, 9.01 · 8-K
Nuvve Holding Corp.
Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. As previously disclosed, Nuvve Holding Corp. (the “Company”) previously entered into a cooperation agreement (the “Cooperation Agreement”), a service agreement for engineering and managerial consulting services (the “Managerial Services Agreement”) and an aggregation service agreement for battery energy storage system (BESS) (the “Aggregation Ser…
Company context
We are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. Our proprietary V2G technology — Grid Integrated Vehicle (“GIVe”) platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions.
Current securities
Recent company filings
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 13, 2026
- 25-NSE - filed by Nasdaq Stock Market LLC regarding Nuvve Holding Corp.Oct 9, 2026
- Entry into a Material Definitive AgreementOct 7, 2026
- D filingSep 24, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearSep 16, 2026
Registered securities in this filing
NUVVE HOLDING CORP. · 8-K · Filed 2026-08-27
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
As previously disclosed, Nuvve Holding Corp. (the “Company”) previously entered into a cooperation agreement (the “Cooperation Agreement”), a service agreement for engineering and managerial consulting services (the “Managerial Services Agreement”) and an aggregation service agreement for battery energy storage system (BESS) (the “Aggregation Service Agreement” and together with the Cooperation Agreement and the Managerial Services Agreement, the “Omnia Venture Agreements”), each dated as of March 6, 2026, and each by and among the Company, Oelion AB, a company organized under the laws of Sweden, and OMNIA Group Holdings AG, a company organized under the laws of Switzerland (“Omnia”).
On August 24, 2026, upon the achievement of a milestone under the Omnia Venture Agreements relating to the payment by Omnia to the Company of the initial consulting fee of $385,439.25, the Company issued to Omnia 14,737 shares (the “Milestone Shares”) of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Each share of the Series B Preferred Stock has a par value of $0.0001 per share and a stated value equal to $1,000. The Series B Preferred Stock are convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at a current conversion price of $22.50 per share, subject to adjustments for stock dividends, splits, and the like, as set forth in the applicable Certificate of Designation.
The issuance of the Milestone Shares under the Omnia Venture Agreements was, and the issuance of any shares of Common Stock upon the conversion of such Milestone Shares will be, 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 under Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”). The Company made this determination based on the representations of Omnia, including, but not limited to, Omnia’s representation that it is an “accredited investor” within the meaning of Rule 501 of Regulation D and that it had access to full and complete information about the Company and its investment.