Nuvve exchanges 23.8M warrants for 13.1M shares, removes preferred stock conversion floor

Filed May 13, 2026 · Period ending May 12, 2026 · ~1 min read

Key Changes

• high

  Company exchanging 23.8 million warrants for 13.1 million common shares, converting potential future dilution into immediate equity issuance. Transaction requires stockholder approval by July 27, 2026.

  Item 1.01: Warrant Exchange verify on EDGAR →
• high

  Removed floor price on Series A Preferred Stock conversion, allowing unlimited downward adjustments. If stock price falls, preferred holders could receive significantly more shares upon conversion, greatly increasing dilution to common shareholders.

  Item 1.01: Preferred Amendment verify on EDGAR →
• medium

  Terminated equity line of credit from November 2025 and additional investment rights. Eliminates future funding mechanisms, reducing financing flexibility but also removing potential dilution sources.

  Item 1.01: ELOC Termination verify on EDGAR →