Nuvve Holding Corp. Form 8-K Filing

Nuvve Holding Corp. filed a Form 8-K on December 17, 2025, detailing a material definitive agreement. The company entered into a securities purchase agreement with accredited investors, issuing senior convertible promissory notes and accompanying warrants. Specifically, on December 17, 2025, Nuvve issued an Additional Note with a principal amount of $111,111.11, convertible into common stock, and an accompanying Additional Warrant. The Additional Note has an 18-month term, extendable by six months under certain conditions. The conversion price is $3.88 per share, subject to anti-dilution protection. The note accrues interest at 8% annually, increasing to 18% upon an event of default. Installment payments are due monthly, payable in cash or, under certain conditions, in common stock. The company has agreed to file a registration statement for the underlying shares within 15 days. The offering was made under Section 4(a)(2) and Rule 506(b) of the Securities Act, to accredited investors. The gross proceeds from this issuance were $100,000, intended for working capital and general corporate purposes. The filing also incorporates information regarding the creation of a direct financial obligation and unregistered sales of equity securities.