Nuvve Holding Corp.
07/21/2026 | Press release | Distributed by Public on 07/21/2026 14:42
Termination of Material Agreement (Form 8-K)
Item 1.02. Termination of a Material Definitive Agreement
On July 15, 2026, Nuvve Holding Corp. (the "Company") determined that (i) the certain securities exchange and omnibus amendment agreement (the "Exchange Agreement") with certain holders (the "Holders") of warrants, dated May 12, 2026, and (ii) the certain registration rights agreement (the "Registration Rights Agreement) between the Company and certain investors signatory thereto (the "RRA Investors"), also dated May 12, 2026, had been effectively terminated (the "Termination").
Termination of the Securities Exchange and Omnibus Amendment Agreement
As previously disclosed, pursuant to the Exchange Agreement, the Holders agreed, upon the closing of the Exchange (the "Closing"), to exchange their Existing Warrants (as defined in the Exchange Agreement) for an aggregate of 13,107,127 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock" and such exchanged shares, the "Exchange Shares"), or at a Holder's election in its sole discretion, such Holder could have instead received an amount of newly issued pre-funded common stock purchase warrants each exercisable for shares of Common Stock, at a nominal exercise price of $0.0001 per share (such warrants, the "Pre-Funded Warrants", and such shares of Common Stock issuable upon exercise thereof, the "Pre-Funded Warrant Shares"), with such Exchange Shares and Pre-Funded Warrants to be an aggregate 13,107,127 shares of Common Stock] (the "Exchange"). As a result of the Termination, the Exchange contemplated by the Exchange Agreement will no longer occur. Additionally, the provisions in the Exchange Agreement prohibiting the RRA Investors from exercising certain warrants or other securities convertible into shares of Common Stock were deemed terminated as of the effectiveness of the Termination.
Amendment to Certificate of Designation
The Exchange Agreement further provided that the Company and the Holders, as holders of a majority of the outstanding shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), agreed to amend the terms of the Series A Preferred Stock in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the "Certificate of Designation Amendment") to remove the Floor Price (as defined therein) as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments. Such Certificate of Designation Amendment would have been subject to the approval of the Company's stockholders. As a result of the Termination, the Company no longer intends to effect the Certificate of Designation Amendment contemplated by the Exchange Agreement and does not intend to seek approval for such amendment from its stockholders.
Termination of the Additional Investment Rights
The Exchange Agreement further provided that the Company and the Holders agreed, that upon the Closing, the Holders would irrevocably waive, relinquish and terminate the Holders' certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of November 14, 2025 (the "2025 Additional Investment Right") and that certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of October 31, 2024 (the "2024 Additional Investment Right" and together with the 2025 Additional Investment Right, the "Additional Investment Rights") and that neither the Company nor the Holders would have any further rights or obligations with respect to the Additional Investment Rights (the "AIR Termination"). As a result of the Termination, the Company does not believe that the AIR Termination will take effect.
ELOC
The Exchange Agreement further provided that the Company provided notice, effective as of the Closing, that the Company would terminate that certain common shares purchase agreement, dated November 14, 2025, (the "ELOC Agreement") between the Company and certain investors signatory thereto pursuant to Section 8.2 of the ELOC Agreement and such investors under the ELOC Agreement agreed to waive the notice requirements set forth in Section 8.2 and 10.4 of the ELOC Agreement (the "ELOC Termination"). As a practical matter, the Company believes that the ELOC Termination has and will not occur as previously anticipated in connection with the Closing of the Exchange.
Amendment to Securities Purchase Agreement
The Exchange Agreement further provided that the Company and Holders agreed to amend and restate Section 4.12(a) of that certain Securities Purchase Agreement, dated as of November 14, 2025 (the "SPA Amendment") to provide that the subsequent financing participation right of the Purchasers (as defined therein) would be divided pro rata among the Purchasers based upon their ownership percentage of the Existing Warrants. As a result of the Termination, the Company no longer reasonably believes that the SPA Amendment contemplated by the Exchange Agreement will occur.
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Termination of the Registration Rights Agreement
As previously disclosed, on May 12, 2026, the Company and the RRA Investors entered into the Registration Rights Agreement, pursuant to which the Company agreed to file a registration statement (the "Resale Registration Statement") with the Securities and Exchange Commission covering the public resale of (i) the Exchange Shares, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and (iii) the shares of Common Stock issuable pursuant to the conversion of the Series A Preferred Stock, including such shares of Common Stock issuable upon payment of dividends on the Series A Preferred Stock. As a result of the Termination, the Company no longer believes that the Resale Registration Statement contemplated by the Registration Rights Agreement will be filed or is required to be filed based upon the effective termination of the Registration Rights Agreement.
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