Nuvve Holding Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$NVVE
Electrical Products
Industrials
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): April 10, 2025
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Item 1.01. Entry into Material Definitive Agreement
As previously disclosed, on October 31, 2024, Nuvve Holding Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited institutional and individual investors (the “Investors”), pursuant to which the Company issued to the Investors senior convertible promissory notes, dated October 31, 2024 (the “October Notes”), convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). As previously disclosed, in March 2025, certain of the Investors exercised their additional investment right under the Purchase Agreement to purchase additional senior convertible promissory notes, which the Company issued to such Investors on March 5, 2025 (the “AIR Notes”).
On April 10, 2025, the Company and certain Investors, as applicable, amended and restated the October Notes (the “Restated October Notes”) and the AIR Notes (the “Restated AIR Notes”) to, among other thing, provide that the conversion price for any conversion of the October Notes or the AIR Notes, respectively, into shares of Common Stock shall be subject to a floor price equal to $0.528 per share, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events.
The foregoing descriptions of the Restated October Notes and the Restated AIR Notes are not complete and are qualified in their entirety by reference to the full text of such documents, the forms of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 104 | Cover 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: April 16, 2025
| NUVVE HOLDING CORP. | ||||||||
| By: | /s/ Gregory Poilasne | |||||||
| Gregory Poilasne | ||||||||
| Chief Executive Officer | ||||||||
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