Nuvve Holding Corp.
11/13/2026 | Press release | Distributed by Public on 11/13/2026 16:17
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q (this "Quarterly Report") includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings with the Securities and Exchange Commission ("SEC").
References in this Quarterly Report to "we," "us" and "our" and to "Nuvve" and the "Company" are to Nuvve Holding Corp. and its subsidiaries.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Overview
We are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology and distributed energy resources platform that enables EV and stationary 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.
Our proprietary V2G technology enables us to link multiple EV and stationary batteries into a virtual power plant to provide bi-directional services to the electrical grid. Our GIVe software platform was created to harness capacity from "loads" at the edge of the distribution grid (i.e., aggregation of EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services typically offered by conventional generation sources (i.e., coal and natural gas plants). Our current addressable energy and capacity markets include grid services such as frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage.
Our customers and partners include owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers, charge point operators, and strategic partners (via joint ventures, other business ventures and special purpose financial vehicles). We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants. We expect reductions in company-owned charging stations and the related government grant funding, and such projects to constitute a declining percentage of our future business as our commercial operations expand.
We offer our customers networked charging stations, infrastructure, batteries, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, grid modernization, energy storage and management, as well as low and in some cases free energy costs. We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations and batteries. In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive original equipment manufacturers ("OEMs") and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.
Deep Impact
On August 16, 2024, we formed Deep Impact 1 LLC, a Delaware limited liability company ("Deep Impact"), with Nuvve CPO Inc., our wholly owned subsidiary ("Nuvve CPO"), and WISE EV-LLC ("WISE"). We hold a 51% equity interest by way of Nuvve CPO, and WISE holds a 49% equity interest. Deep Impact is an entity formed for the principal purpose of operation, installation, maintenance of electric vehicle chargers and other related activities and services created as a business venture between us, Nuvve CPO and WISE. Nuvve CPO Inc., or Nuvve Charge Point Operator, was established in August 2024 to support the deployment and ongoing support of our customers charging station networks.
In connection with Deep Impact, Nuvve CPO, WISE and Deep Impact entered into a Contribution and Unit Purchase Agreement (the "Contribution Agreement"), pursuant to which Nuvve CPO and WISE agreed to contribute $51 and $49, respectively, to Deep Impact, and to provide certain services pursuant to separate services agreements with Deep Impact. For such contributions and the services, Nuvve CPO received 51 membership units in Deep Impact, equal to a 51% equity interest, and WISE received 49 membership units in Deep Impact, equal to a 49% equity interest.
We have determined that Deep Impact is a variable interest entity ("VIE") in which the Company is the primary beneficiary. Accordingly, we consolidate Deep Impact and record a non-controlling interest for the share of the entity owned by WISE. Deep Impact had limited business operations during the nine months ended September 30, 2026 and year ended December 31, 2025.
Fermata Energy II LLC
On April 25, 2025, we, Fermata Energy LLC ("Seller"), and the former noteholders of the Seller (the "Preferred Members"), entered into a series of definitive agreements to effect the acquisition of substantially all of the Seller's assets by Fermata Energy II, LLC, a Delaware limited liability company ("Fermata"). As a result of the transaction, we hold a 51% equity interest in Fermata as the sole common units member of Fermata entity, and the Preferred Members collectively hold the remaining 49% equity interest in the form of Fermata's entity class A preferred units. Fermata is an entity formed for the principal purpose of developing and commercializing energy management and bidirectional charging technology solutions.
Nuvve New Mexico LLC
In March 2025, we formed Nuvve New Mexico LLC, a new subsidiary created to support our recently awarded State of New Mexico contract. The new entity serves as a regional representative company, ensuring the successful execution of the contract and the expansion of our innovative energy solutions across the state. Additionally, Nuvve New Mexico continues to pursue follow-on opportunities in New Mexico, including fleet electrification, charging infrastructure, and grid modernization projects with public-sector and cooperative utility customers. We hold majority membership interest in Nuvve New Mexico LLC as the Class A units holder. Other members admitted into the Nuvve New Mexico LLC through subscription as investors hold the Class B units. As of September 30, 2026, three members have been admitted as a Class B unit members with an aggregate subscription of 3,090 Class B units at $1.00 per unit.
Astrea Inc.
Astrea Inc. ("Astra") is our wholly owned subsidiary established to bring Artificial Intelligence ("AI") forecasting platform to electric cooperatives and municipal utilities. Designed around how operators make decisions, Astra's platform provides a two-week outlook-the timeframe for scheduling, purchasing, and asset deployment decisions. It combines market and load forecasting, giving cooperatives and municipal utilities a unified view of expected demand and corresponding power costs.
Omnia Global Agreements
On March 6, 2026, we entered into a cooperation agreement (the "Cooperation Agreement") between and among ourselves, Oelion AB, a company organized under the laws of Sweden ("Oelion"), and OMNIA Group Holdings AG, a company organized under the laws of Switzerland ("Omnia"). Concurrently with entry into the Cooperation Agreement we, Oelion and Omnia also entered into (i) a service agreement for engineering and managerial consulting services (the "Managerial Services Agreement") and (ii) 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 Global Agreements").
Pursuant to the Omnia Global Agreements, we have acquired (i) an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden (the "Envisaged Project") and to hold an interconnection agreement with the relevant grid operator regarding the interconnection of the Envisaged Project to the electricity grid (the "Interconnector Agreement"), (ii) a right of first refusal, and (iii) an exclusive right to provide energy aggregation services as well as engineering and managerial consulting services to any new project of Omnia and its affiliates in Europe. Pursuant to the
Managerial Services Agreement we will provide our technology and expertise in management of advanced energy storage and grid modernization solutions and expected to receive payments from Omnia in the first year of approximately $1,345,389 and with a continuing term of twenty years, subject to customary termination provisions. In consideration for this, we have agreed to issue, subject to the accomplishment of various contractual and operational milestones, 45,252 shares of Common Stock, (the "Common Stock Consideration"), which was equivalent to approximately 19.9% of our outstanding Common Stock as of the date of execution of the Cooperation Agreement representing an aggregate value of approximately $1,018,165 as of the close of trading on March 5, 2026, and, subject to prior stockholder approval and the accomplishment of various contractual and operational milestones, shares of Series B Convertible Preferred Stock of Nuvve (the "Preferred Stock Consideration"). At the June 23, 2026 Special Meeting, our stockholders approved the issuance of the Preferred Stock Consideration, subject to completion of the requisite milestones, per the Cooperation Agreement. On July 23, 2026, we received $385,439 from Omnia as part of the second milestone payment, and on August 24, 2026, we issued to Omnia 14,737 shares of our Series B Convertible Preferred Stock. As of September 30, 2026, none of the Common Stock Consideration have been issued.
Backlog
Our total backlog represents the estimated future transaction price values for unsatisfied and partially satisfied estimated product and service deliveries to our customers. Backlog is generally determined based upon customer issued purchased orders or contracts with customers. Backlog does not include agreements we have with customers to earn future grid service revenues. Backlog is converted into revenue in future periods as we satisfy the performance obligations to our customers for our products and services, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method.
Our estimated backlog as of September 30, 2026, was $4.9 million, which we expect to earn in future periods. We anticipate recognizing revenue from this backlog from 2026 through 2027.
Results of Operations
Three and Nine Months Ended September 30, 2026 Compared with Three and Nine Months Ended September 30, 2025
The following table sets forth information regarding our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, |
Period-over-Period Change |
Nine Months Ended September 30, |
Period-over-Period Change |
||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 |
Change ($) |
Change (%) |
2026 | 2025 |
Change ($) |
Change (%) |
||||||||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Products | $ | 604,190 | $ | 947,561 | $ | (343,371) | (36) | % | $ | 1,960,620 | $ | 1,655,017 | $ | 305,603 | 18 | % | |||||||||||||||||||||||||||||||
| Services | 265,156 | 380,876 | (115,720) | (30) | % | 1,099,854 | 839,264 | 260,590 | 31 | % | |||||||||||||||||||||||||||||||||||||
| Grants | 219,646 | 270,190 | (50,544) | (19) | % | 648,364 | 349,800 | 298,564 | 85 | % | |||||||||||||||||||||||||||||||||||||
| Total revenue | 1,088,992 | 1,598,627 | (509,635) | (32) | % | 3,708,838 | 2,844,081 | 864,757 | 30 | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of product | 507,718 | 735,730 | (228,012) | (31) | % | 1,857,718 | 1,277,069 | 580,649 | 45 | % | |||||||||||||||||||||||||||||||||||||
| Cost of service | 319,495 | 31,246 | 288,249 | 923 | % | 906,385 | 182,216 | 724,169 | 397 | % | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 4,148,588 | 4,763,634 | (615,046) | (13) | % | 15,582,465 | 23,723,683 | (8,141,218) | (34) | % | |||||||||||||||||||||||||||||||||||||
| Research and development expense | 457,472 | 1,179,288 | (721,816) | (61) | % | 2,998,868 | 3,156,223 | (157,355) | (5) | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 5,433,273 | 6,709,898 | (1,276,625) | (19) | % | 21,345,436 | 28,339,191 | (6,993,755) | (25) | % | |||||||||||||||||||||||||||||||||||||
| Operating loss | (4,344,281) | (5,111,271) | 766,990 | (15) | % | (17,636,598) | (25,495,110) | 7,858,512 | (31) | % | |||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (272,967) | (477,482) | 204,515 | (43) | % | (538,108) | (1,720,316) | 1,182,208 | (69) | % | |||||||||||||||||||||||||||||||||||||
| Change in fair value of convertible notes | - | (112,367) | 112,367 | (100) | % | - | (60,663) | 60,663 | (100) | % | |||||||||||||||||||||||||||||||||||||
| Change in fair value of warrants/investment rights liability | 56,169 | 232,717 | (176,548) | (76) | % | 413,850 | 673,899 | (260,049) | (39) | % | |||||||||||||||||||||||||||||||||||||
| Other, net | (132,022) | 674,188 | (806,210) | (120) | % | 161,894 | 1,360,912 | (1,199,018) | (88) | % | |||||||||||||||||||||||||||||||||||||
| Total other income (expense), net | (348,820) | 317,056 | (665,876) | (210) | % | 37,636 | 253,832 | (216,196) | (85) | % | |||||||||||||||||||||||||||||||||||||
| Loss before taxes | (4,693,101) | (4,794,215) | 101,114 | (2) | % | (17,598,962) | (25,241,278) | 7,642,316 | (30) | % | |||||||||||||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | % | - | - | - | - | % | |||||||||||||||||||||||||||||||||||||
| Net loss | $ | (4,693,101) | $ | (4,794,215) | $ | 101,114 | (2) | % | $ | (17,598,962) | $ | (25,241,278) | $ | 7,642,316 | (30) | % | |||||||||||||||||||||||||||||||
| Less: Net loss attributable to non-controlling interests | (433,429) | (286,955) | (146,474) | 51 | % | (1,193,694) | (482,215) | (711,479) | 148 | % | |||||||||||||||||||||||||||||||||||||
| Net loss attributable to Nuvve Holding Corp. | $ | (4,259,672) | $ | (4,507,260) | $ | 247,588 | (5) | % | $ | (16,405,268) | $ | (24,759,063) | $ | 8,353,795 | (34) | % | |||||||||||||||||||||||||||||||
________________
NM - Not Meaningful
Revenue
Total revenue was $1.09 million for the three months ended September 30, 2026, compared to $1.60 million for the three months ended September 30, 2025, a decrease of $0.51 million, or 31.9%. The decrease was primarily attributable to $0.34 million decrease in products revenue due to lower customers sales orders and shipments, a $0.12 million decrease in service revenue, and a $0.05 million decrease in grants revenue. Products and services revenue for the three months ended September 30, 2026, consisted of DC Chargers and AC Chargers of $0.60 million, grid services revenue of $4.98 thousand, and engineering services of $0.26 million.
Total revenue was $3.71 million for the nine months ended September 30, 2026, compared to $2.84 million for the nine months ended September 30, 2025, an increase of $0.86 million, or 30.4%. The increase was primarily attributable to $0.31 million increase in products revenue due to higher customers sales orders and shipments, a $0.26 million increase in service revenue driven by $0.44 million of technical service revenue earned for a grid interconnection agreement by our Nuvve Japan subsidiary as a performance obligation in a larger stationary battery project, and a $0.30 million increase in grants. Products and services revenue for the nine months ended September 30, 2026, consisted of DC Chargers and AC Chargers of $1.96 million, grid services revenue of $0.02 million, and engineering services of $1.08 million.
Cost of Products and Services Revenue
Three Months September 30, 2026 compared to Three Months Ended September 30, 2025
Cost of products and services revenue was $0.83 million for the three months ended September 30, 2026, compared to $0.77 million for the three months ended September 30, 2025, an increase of $0.06 million, or 7.9%. The increase was primarily due to higher costs of products revenue driven primarily by higher replacement warranty costs of certain discontinued DC Chargers, and the write-down of certain costs related to the Troy project.
Products margin decreased by 6.4% to 16.0% for the three months ended September 30, 2026, compared to 22.4% in the same prior year period driven by the write-down of certain costs related to the Troy project in the current quarter.
Services margin decreased by 112.3% to 20.5% for the three months ended September 30, 2026, compared to 91.8% in the same prior year period due to write-down of certain costs related to the Troy project as the customer has elected to delay the installation of the AC Charges.
Products and services margin decreased by 37.4% to 4.8% for the three months ended September 30, 2026, compared to 42.3% in the same prior year period. Margin was negatively impacted by higher mix of hardware charging stations, a higher replacement warranty costs of certain DC Chargers, the write-down of certain costs related to the Troy project, and a lower mix of engineering services in the third quarter of 2026 compared with the third quarter of 2025.
Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
Cost of products and services revenue was $2.76 million for the nine months ended September 30, 2026, compared to $1.46 million for the nine months ended September 30, 2025, an increase of $1.30 million, or 89.4%. The increase was primarily due to higher costs of products and service revenue driven primarily by higher replacement warranty costs of certain discontinued DC Chargers, and the write-down of certain costs related to the Troy project.
Products margin decreased by 17.6% to 5.2% for the nine months ended September 30, 2026, compared to 22.8% in the same prior year period driven by higher replacement warranty costs of certain discontinued DC Chargers in the nine months ended September 30, 2026.
Services margin decreased by 60.7% to 17.6% for the nine months ended September 30, 2026, compared to 78.3% in the same prior year period due to write-down of certain costs related to the Troy project as the customer has elected to delay the installation of the AC Chargers, partially offset by a technical service revenue from our Nuvve Japan subsidiary of $0.44 million and $0.06 million in related cost of services.
Products and services margin decreased by 31.8% to 9.7% for the nine months ended September 30, 2026, compared to 41.5% in the same prior year period. Margin was negatively impacted by higher mix of hardware charging stations, a higher replacement warranty costs of certain DC Chargers, and lower mix of engineering services in the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses.
Selling, general and administrative expenses were $4.1 million for the three months ended September 30, 2026, compared to $4.8 million for the three months ended September 30, 2025, a decrease of $0.6 million, or 12.9%.
The decrease during the three months ended September 30, 2026 was primarily attributable to decrease in travel and marketing/promotions related expenses of $0.1 million, decrease in information technology related expenses of $0.1 million, decrease in general legal fees expenses of $0.3 million, and decrease in other public company related costs of $0.1 million.
Selling, general and administrative expenses were $15.6 million for the nine months ended September 30, 2026, compared to $23.7 million for the nine months ended September 30, 2025, a decrease of $8.1 million, or 34.3%.
The decrease during the nine months ended September 30, 2026 was primarily attributable to the absence of the fair value of warrants expenses issued for cryptocurrency strategy consulting services of $8.2 million in prior year same period, absence of bad debt expenses of $1.0 million related to management fees earned in the Fresno EV infrastructure project in prior year same period, decrease in travel and marketing/promotions related expenses of $0.5 million, and decrease in information technology related expenses of $0.4 million, partially offset by increase in office related expenses of $0.5 million, increase in other public company related costs of $1.4 million, and increase in professional fees of $0.1 million.
Research and Development Expenses
Research and development expenses were $0.5 million for the three months ended September 30, 2026, compared to $1.2 million for the three months ended September 30, 2025, a decrease of $0.7 million, or 61.2%. The decrease during the three months ended September 30, 2026 was primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles and stationary batteries.
Research and development expenses were $3.0 million for the nine months ended September 30, 2026, compared to $3.2 million for the nine months ended September 30, 2025, a decrease of $0.2 million, or 5.0%. The decrease during the nine months ended September 30, 2026 was primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles and stationary batteries.
Other Income, net
Other income, net consists primarily of interest expense, change in fair value of convertible notes, change in fair value of warrants liability, and other income (expense).
Other income, net was $0.35 million in other expense for the three months ended September 30, 2026, compared to $0.32 million of other income for the three months ended September 30, 2025, a decrease of $0.67 million. The decrease during the three months ended September 30, 2026 was primarily attributable to the change in fair values of the convertible notes and warrants liability, and increase in sublease income related to the subleasing of part of our main office space (See Note 15 to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report), and an increase in interest expense on debt obligations.
Other income, net was $0.04 million in other income for the nine months ended September 30, 2026, compared to $0.25 million of other income for the nine months ended September 30, 2025, a decrease of $0.22 million. The decrease during the nine months ended September 30, 2026 was primarily attributable to the change in fair values of the convertible notes and warrants liability, and increase in sublease income related to the subleasing of part of our main office space (See Note 15 to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report), and an increase in interest expense on debt obligations.
Income Taxes
In each of the three and nine months ended September 30, 2026 and 2025, we recorded no material income tax expenses. The income tax expenses during each of the three and nine months ended September 30, 2026 and 2025 were minimal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance recorded for such losses.
Net Loss
Net loss was $4.7 million for the three months ended September 30, 2026, compared to $4.8 million for the three months ended September 30, 2025, a decrease of $0.1 million, or 2.1%. The decrease in net loss was primarily due to a decrease in total operating expenses of $1.3 million, partially offset by a decrease of $0.5 million in revenue and a decrease in other income of $0.7 million.
Net loss was $17.6 million for the nine months ended September 30, 2026, compared to $25.2 million for the nine months ended September 30, 2025, a decrease of $7.6 million, or 30.3%. The decrease in net loss was primarily due to an increase of $0.9 million in revenue, and a decrease in total operating expenses of $7.0 million, partially offset by a decrease in other income of $0.2 million.
Net Income (Loss) Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest for the three months ended September 30, 2026 was $0.43 million, compared to $0.29 million net loss attributable to non-controlling interest for the three months ended September 30, 2025.
Net loss attributable to non-controlling interest for the nine months ended September 30, 2026 was $1.19 million, compared to $0.48 million net loss attributable to non-controlling interest for the nine months ended September 30, 2025.
Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in the entities. Please see Note 17 to the Condensed Consolidated Financial Statements for detailed descriptions of the non-controlling interest.
Liquidity and Capital Resources
Sources of Liquidity
We are still an early-stage business enterprise. We have not yet demonstrated a sustained ability to generate sufficient revenue from sales of our technology and services or conduct sales and marketing activities necessary for the successful commercialization of our GIVe platform. We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred operating losses of approximately $17.6 million for the nine months ended September 30, 2026. Our cash used in operations was $10.6 million as of the nine months ended September 30, 2026. As of September 30, 2026, we had a cash balance, working capital deficit, and total deficit of $0.04 million, $12.8 million and $13.4 million, respectively.
We have incurred net losses and negative cash flows from operations since our inception. We have funded our business operations primarily with the issuance of equity, debt obligations and cash from operations. We plan to fund current operations through debt obligations, increased revenues and raising additional capital. Please see below for details. However, there can be no assurance we will be successful in raising necessary funds in the future, on acceptable terms or at all.
On July 22, 2026, we received written notification from the Nasdaq Listings Qualifications Panel (the "Panel") that our Common Stock was to be delisted from Nasdaq, effective July 24, 2026. Following the delisting, our Common Stock began trading on the OTC Pink Limited Information Market tier of the OTC Markets system effective at the open of trading on July 24, 2026. Effective August 10, 2026, our Common Stock began trading on the OTCQB Market ("OTCQB") tier of the OTC Markets system under its current trading symbol of "NVVE". Trading on the OTCQB may result in reduced liquidity, fewer market makers for our Common Stock, greater volatility in the market price of our Common Stock, and could impact our ability to raise additional capital. See "Risk Factors-Trading of our Common Stock on The Nasdaq Capital Market was suspended on July 24, 2026 due to our failure to meet Nasdaq's continued listing requirements, and our Common Stock now trades on the OTCQB. This transition has resulted, and may continue to result, in a decrease in the market price of our Common Stock and could adversely affect the liquidity of our Common Stock and our ability to obtain sufficient additional capital to fund our operations" in Part II, Item 1A of this Report.
Series A Convertible Preferred Stock
On December 30, 2025, pursuant to a private placement offering, we issued an aggregate of 333 shares (6,000 shares pre reversed stock split) of series A preferred stock and warrants to purchase an aggregate of 140,825 shares (2,534.856 shares pre reversed stock split) of Common Stock to certain institutional investors. We received aggregate proceeds of $5,400,000, net of a 10% original issue discount (gross stated value of $6,000,000) or $900 purchase price per share of each Series A convertible preferred stock and accompanying warrants prior to deducting underwriting discounts and commissions and offering expenses.
During the nine months ended September 30, 2026, we issued an aggregate of 130 shares (2,340 shares pre reversed stock split) of Series A Convertible Preferred Stock and warrants to purchase an aggregate of 173,729 shares (3,127,122 shares pre reversed stock split) of Common Stock to certain institutional investors. We received aggregate proceeds of $2,100,000, net of a 10% original issue discount (gross stated value of $2,333,334).
Pursuant to the Securities Purchase Agreement, certain Private Placement Investors may elect to purchase additional shares of Preferred Shares with an aggregate stated value of up to $25 million (the "Additional Investment Right") and accompanying additional warrants to purchase shares of Common Stock (the "AIR Warrants"). Such Preferred Shares and AIR Warrants shall have identical terms to the Preferred Shares and Private Placement Warrants issued at the private placement offering above, provided that the initial conversion price and exercise price, as applicable, of such Preferred Shares and AIR Warrants (the "AIR Price") shall be equal to the greater of (A) the lesser of (i) 90% of the arithmetic average of the five lowest intraday trading prices occurring during any time during the 10 trading days prior to the exercise of such Additional Investment Right and (ii) the conversion price of the outstanding Preferred Shares and/or exercise price of the outstanding Private Placement Warrants the in effect and (B) the Floor Price. Additionally the Private Placement Investors shall, commencing on the six-month anniversary of the private placement offering date and during every six months thereafter, the Purchasers shall either exercise Additional Investments or the Private Placement Warrants, for gross proceeds to us of at least $4.0 million until the we have received at least $20.0 million in gross proceeds, provided the Private Placement Investors shall have no obligation to exercise such Additional Investment Right every six months if during such period the AIR Price does not equal or exceed the Floor Price. Additionally, the Private Placement Investors shall have no obligation to exercise such Additional Investment Right every six months if during such period, our Common Stock is not listed for trading on either Nasdaq or the New York Stock Exchange ("NYSE").
On September 15, 2026, pursuant to an exchange agreement, all Series A Convertible Preferred Stock were converted into a newly designated Series C Convertible Preferred Stock. Please see below for the detail description of the Series C Convertible Preferred Stock.
Series C Convertible Preferred Stock
On September 15, 2026, in connection with an exchange agreement, we filed an Amended and Restated Certificate of Incorporation to designate 3,000 shares of authorized preferred stock as Series C convertible preferred stock with par value $0.0001 per share and stated value of $1,000 per share.
Pursuant to effectiveness of the Series C convertible preferred stock and exchange agreement, on September 15, 2026, 2,239 shares of the Company's Series C convertible preferred stock were issued. The Series C convertible preferred stock are convertible into shares of our common stock, par value $0.0001 per share, at a conversion price of $1.40 per share, subject to adjustments for stock dividends, splits, and the like, as set forth in the applicable Certificate of Designation.
The Equity Line of Credit Facility
On December 1, 2025, we entered into a Common Shares Purchase Agreement with certain investors (the "Facility Investors") relating to an equity line of credit facility (the "ELOC Facility"), whereby we had the right from time to time at our option to sell to the Facility Investors up to $25 million of our Common Stock subject to certain conditions and limitations set forth in the Common Shares Purchase Agreement. As of June 30, 2026, we had not activated the ELOC Facility: therefore, no Common Stock sales have been made under the ELOC Facility. On July 24, 2026, the ELOC Facility was automatically terminated pursuant to the terms of the Common Shares Purchase Agreement, which provided for automatic termination upon the failure of the Common Stock to be listed on Nasdaq or NYSE.
Term Loan
On June 12, 2026, we entered into a business loan and security agreement with ACH Capital West, LLC, which provides for a term loan ("Term Loan") in the amount of $1,500,000 with principal and interest due on May 11, 2027. Commencing on June 19, 2026, we are required to make weekly principal and interest payments of $43,438 until May 11, 2027. The principal amount of the Term Loan includes an original issue discount of $135,000 or 9.0%. The Term Loan is a short-term, fixed interest rate obligation. Principal and interest on the Term Loan is payable in arrears weekly. The Term Loan is secured by certain of our assets.
The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restrict our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due. We are in compliance with the Term Loan covenants as of September 30, 2026.
The following is a summary description of the key terms of the Term Loan:
| Debt | Debt Origination Date | Maturity | Principal Amount Borrowed | Carrying Value | Weighted Weekly Average Interest Rate | Weighted Annual Average Interest Rate | ||||||||||||||||||||||||||||||||
| Term loan | 6/12/2026 | 5/11/2027 | $ | 1,500,000 | $ | 1,188,941 | 1.8818 | % | 163.64 | % | ||||||||||||||||||||||||||||
Interest expense paid on the Term Loan for the three and nine months ended September 30, 2026 was $210,944 and $253,629, respectively. No interest expense was paid on the Term Loan for the three and nine months ended September 30, 2025
Debt Obligations
Below is the summary of debt obligations as of September 30, 2026 and December 31, 2025:
|
September 30, 2026 |
December 31, 2025 |
||||||||||
| Term loan | $ | 1,188,941 | $ | - | |||||||
| Promissory Notes - August 16, 2024 (1) (3) | - | 564,446 | |||||||||
| Senior Convertible Notes - September 2025 (2) | - | 112,302 | |||||||||
| Senior Convertible Notes - November 2025 (2) | - | 281,186 | |||||||||
| Senior Convertible Notes - December 2025 (2) | - | 222,691 | |||||||||
| Promissory Notes - September 2026 | 280,000 | - | |||||||||
| Promissory Notes - Fermata Energy II LLC (1) (3) | 625,321 | 584,292 | |||||||||
| Total outstanding principal balance | 2,094,263 | 1,764,917 | |||||||||
| Less: unamortized debt issuance costs and discounts | (140,237) | (35,174) | |||||||||
| Total debt, net of unamortized issuance costs and discounts | $ | 1,954,025 | $ | 1,729,743 | |||||||
| Current portion of long-term debt | $ | 1,954,025 | $ | 1,729,743 | |||||||
| Long-term debt, net of current portion | $ | - | $ | - | |||||||
(1) Amount represents related party notes.
(2) Balance amount represents interest only.
(3) Amount includes accrued interest.
Please see Note 9 for summary descriptions of the key items of the above debt obligations.
Purchase Commitments
On July 20, 2021, we issued a purchase order ("PO") to our supplier, Rhombus Energy Solutions, Inc. ("Rhombus"), for a quantity of DC Chargers and dispensers for EVs ("DC Chargers"), for a total price of $13.2 million. As previously disclosed, a dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated.
On February 2, 2024 (the "Settlement Date"), we and Rhombus entered into a settlement and release agreement (the "Settlement Agreement") pursuant to which, among other things, we agreed to pay Rhombus approximately $0.46 million for certain initial DC Chargers within 15 days from the Settlement Date. We further agreed to pay Rhombus an aggregate of $2.40 million or certain DC Chargers upon shipment with payments correlating to the amounts shipped due prior to shipment, a minimum of 50% of which shall be paid within 12 months after the Settlement date, with the remaining balance, if any, to be paid within 24 months after the Settlement Date. The Settlement Agreement further provides for the dismissal of the legal action as to us and Rhombus. We and Rhombus agreed to release one another from any and all claims relating to the Dispute.
On February 21, 2025, we initiated a legal action against Rhombus related to its refusal to honor certain warranty and commissioning obligations with respect to DC Chargers we purchased from Rhombus. Rhombus has in turn filed a demand for an arbitration claiming that we breached terms of the previous settlement agreement between us and Rhombus by failing to purchase additional DC Chargers. We believe we do not have any obligation to purchase additional non-conforming DC Chargers. Therefore, we believe that Rhombus's position does not have any merit, and we intend to exercise all available rights and remedies in our legal action against Rhombus. The outcome of any such proceedings are inherently uncertain, and the amount and/or timing of any gains or expenses resulting from such proceedings is not reasonably estimable at this time. We anticipate that the dispute will be adjudicated by the end of the fourth quarter of fiscal year 2026.
Cash Flows
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash (used in) provided by: | |||||||||||
| Operating activities | $ | (10,604,013) | $ | (12,347,984) | |||||||
| Investing activities | (295,479) | (397,299) | |||||||||
| Financing activities | 5,539,646 | 13,307,195 | |||||||||
| Effect of exchange rate on cash and restricted cash | (70,202) | 6,006 | |||||||||
| Net increase (decrease) in cash and restricted cash | $ | (5,430,048) | $ | 567,918 | |||||||
Net cash used in operating activities during the nine months ended September 30, 2026 was $10.6 million as compared to net cash used of $12.3 million in the nine months ended September 30, 2025. The $1.7 million decrease in net cash used in operating activities was primarily attributable to lower use of cash for working capital during the nine months ended September 30, 2026 as compared to the same prior year period. Working capital during the nine months ended September 30, 2026 was impacted by, among other items, decrease in cash operating expenses. Additionally, improved timing and management of vendor terms compared to the cash settlement of such items contributed to lower use of cash for working capital.
During the nine months ended September 30, 2026, cash use for investing activities was $0.30 million as compared to net cash used for investing activities of $0.40 million during the nine months ended September 30, 2025. Net cash used for investing activities during the nine months ended September 30, 2026 was for the purchase of fixed assets.
Net cash provided by financing activities for the nine months ended September 30, 2026 was $5.5 million, of which $2.0 million was the proceeds from issuance of convertible series A preferred stock, partially offset by issuance cost, $1.8 million was proceeds from debt obligations, $1.2 million was the proceeds from private placement of Nuvve Japan J-Kiss units, $1.0 million was from the exercise of common stock warrants, partially offset by issuance cost, $0.4 million was the proceeds from issuance of convertible series B preferred stock, partially offset by issuance cost, and repayment debt obligations of $0.9 million.
Net cash provided by financing activities for the nine months ended September 30, 2025 was $13.3 million, which $5.5 million was the proceeds from public offering of common stock, partially offset by issuance cost, $2.1 million was from the exercise of common stock warrants, partially offset by issuance cost, proceed from debt obligations of $9.0 million, and repayment debt obligations of $3.4 million.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on its historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
For a summary of our significant accounting policies, see Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2025 Form 10-K. For a summary of our critical accounting estimates, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" in our 2025 Form 10-K.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2025 Form 10-K.
Recent Developments
Related Party Loans - Nuvve Japan
As previously disclosed, pursuant to J-Kiss stock acquisition rights ("SARs") subscription agreements with Nuvve Japan, the Chief Executive Officer and Chief Financial Officer of the Company, were issued 55 and 36 J-Kiss SARs, respectively, (the "JKISS Investment". The J-Kiss SARs were issued in exchange for note receivables of $351,085 and $223,418, respectively, from the Gregory Poilasne, our Chief Executive Officer and David Robson, our Chief Financial Officer, to Nuvve Japan as of December 31, 2025. The notes receivable accrued interest at a rate of 6% per annum, and had a payment date of February 27, 2026. As of March 31, 2026, the Chief Executive Officer and Chief Financial Officer have fully paid the principal and interest amounts on the note receivables. In July 2026, the Company and Messrs. Poilasne and Robson agreed that their respective J-Kiss SARs would be cancelled, effective July 9, 2026, in exchange for Nuvve Japan returning the respective investment amounts in cash, a note receivable, or a combination of both. In August 2026, the Board rescinded that cancellation and, as of September 30, 2026, Messrs. Poilasne and Robson continue to hold 55 and 36 J-Kiss SARs, respectively.
See Note 14, Related Party Transactions, of the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Amendment to Securities Purchase Agreement
As previously disclosed, on November 14, 2025, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with the purchasers identified therein (collectively, the "Purchasers") providing for the issuance and sale to the Purchasers in a private placement (the "Private Placement") of (i) shares of then newly-designated Series A Convertible Preferred Stock and (ii) accompanying warrants (the "Warrants") to purchase shares of Common Stock.
On November 6, 2026, we entered into an amendment to the Securities Purchase Agreement (the "SPA Amendment") to, among other things, (i) provide that the shares of preferred stock issued upon exercise of the Purchasers' outstanding additional investment rights (the "Additional Investment Rights") on or after the date of the SPA Amendment will be shares of our Series C Convertible Preferred Stock, rather than Series A Convertible Preferred Stock; (ii) amend and restate the terms of the Additional Investment Rights to reflect an initial conversion price equal to the lesser of (a) 80% of the average of the five lowest intraday trading prices during the ten trading days prior to exercise and (b) the conversion price of the outstanding preferred stock then in effect, with accompanying warrants having an exercise price of $1.00 per share and no floor price, and with a minimum of $100,000 of gross proceeds per exercise; (iii) require us to notify all holders of Series C Convertible Preferred Stock of any notice of exercise of an Additional Investment Right, so that each holder may exercise its Additional Investment Right at the same price and on the same closing date by delivering an exercise notice by the first trading day
following receipt of such notice; and (iv) provide for each Purchaser's permanent waiver of its right to receive alternate consideration upon a fundamental transaction under the Series C Certificate of Designation. The SPA Amendment does not affect any Additional Investment Rights exercised prior to its date, any shares of Series A Convertible Preferred Stock previously issued, or any Warrants previously issued. Following the execution of the SPA Amendment, we issued an aggregate of 277.778 shares of Series C Convertible Preferred Stock and Warrants to purchase an aggregate of 613,195 shares of Common Stock, for an aggregate purchase price of $250,000.
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