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Get filing alertsNuvve 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
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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 → -
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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 → -
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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 → -
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Must file registration statement within 5 days and have it effective within 30 days, or face liquidated damages of 1.5% of original subscription amounts with 18% annual interest on delayed payments.
Item 1.01: Registration Requirements verify on EDGAR → -
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Special stockholder meeting required by July 27, 2026 to approve warrant exchange exceeding 19.99% of outstanding shares and preferred stock conversion floor removal. Entire transaction contingent on approval.
Item 1.01: Stockholder Approval verify on EDGAR →
Summary
Nuvve is restructuring its capital through a complex transaction that simplifies some aspects while creating new dilution risks. The company is exchanging nearly 24 million outstanding warrants for about 13 million shares of common stock, eliminating warrant overhang but immediately increasing the share count by roughly 55% based on typical micro-cap structures.
More concerning, the company agreed to remove the conversion price floor on its Series A Preferred Stock, which previously limited how many shares preferred holders could receive. Without this floor, a declining stock price could trigger massive dilution as anti-dilution provisions force the company to issue exponentially more shares to preferred holders.
The transaction also terminates Nuvve's equity line of credit from six months ago, cutting off a funding source the company apparently no longer needs or can access. Everything hinges on stockholder approval by late July 2026. Retail holders should watch the proxy materials closely to understand the full dilution impact and vote accordingly. The removal of the preferred stock floor is particularly critical—if approved, any significant stock price decline could result in dilution far exceeding the immediate warrant exchange. Monitor the registration statement filing deadline and the July stockholder vote outcome.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Exchange Agreement, the Company and the Holders, agreed that upon the Closing (as defined below), the Holders would irrevocably waive, relinquish and terminate the Holders’ certain additional investment right to purchase additional securities of the Company ... Pursuant to the Exchange Agreement, the Company provided notice that effective as of the Closing, the Company shall terminate that certain common shares purchase agreement, dated November 14, 2025, (the “ELOC Agreement”) between the Company and certain investors signatory thereto
The company is terminating both the additional investment rights that allowed certain investors to purchase more securities and the equity line of credit agreement from November 2025. These terminations eliminate future funding mechanisms and reduce the company's financing flexibility, though they also remove potential future dilution sources.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Nuvve terminated a material definitive agreement, with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Item 1.02 Termination of a Material Definitive Agreement
The disclosure required by this Item and included in Item 1.01 of this Form 8-K is incorporated herein by reference.
Nuvve disclosed the termination of a material definitive agreement under Item 1.02. The specific details of the terminated agreement and circumstances are referenced in Item 1.01 of the same 8-K filing, which was not provided in this excerpt.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Nuvve disclosed unregistered sales of equity securities, with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure required by this Item and included in Item 1.01 of this Form 8-K is incorporated herein by reference.
The company disclosed unregistered sales of equity securities under Item 3.02. The specific details of these sales are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided text. Unregistered equity sales typically involve private placements or other exempt offerings that do not require SEC registration.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Material modification to security holder rights disclosed; details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of this Form 8-K, the information contained in Item 1.01 of this Form 8-K is incorporated herein by reference.
The company disclosed a material modification to the rights of security holders under Item 3.03. The specific details of this modification are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided text.
Event · Item 9.01 — Financial Statements and Exhibits
Nuvve executed securities exchange agreement and omnibus amendment with holders, issued pre-funded warrants, and amended Series A preferred terms.
Added in current filing · verify on EDGAR →
Securities Exchange and Omnibus Amendment Agreement, dated as of May 12, 2026, between the Company and the holders identified therein.
Nuvve entered into a securities exchange and omnibus amendment agreement with certain holders on May 12, 2026. This type of agreement typically involves exchanging existing securities for new ones and amending multiple prior agreements simultaneously. The specific terms, parties involved, and securities exchanged are not detailed in this filing.
Added in current filing · verify on EDGAR →
Form of Pre-Funded Common Stock Purchase Warrant
The company issued pre-funded warrants to purchase common stock. Pre-funded warrants are typically sold at a price equal to the stock price minus a nominal exercise price, allowing investors to effectively purchase stock while deferring the technical exercise. This suggests a capital raise or restructuring transaction occurred.
Added in current filing · verify on EDGAR →
Form of Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock
Nuvve amended the terms of its Series A Convertible Preferred Stock. Changes to preferred stock terms can affect conversion ratios, dividends, voting rights, liquidation preferences, or other material rights. The specific amendments are not disclosed in this filing.
Added in current filing · verify on EDGAR →
Registration Rights Agreement, dated as of May 12, 2026, between the Company and the investors identified therein.
The company entered into a registration rights agreement with certain investors on May 12, 2026. This agreement typically obligates the company to register securities for resale, allowing investors to sell their shares publicly. This is common in private placements or PIPE transactions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify