Current Report Filing (8-k)
June 06 2023 - 3:09PM
Edgar (US Regulatory)
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2023-06-05
2023-06-05
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NVVE:CommonStockParValue0.0001PerShareMember
2023-06-05
2023-06-05
0001836875
NVVE:WarrantsToPurchaseCommonStockMember
2023-06-05
2023-06-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2023
Nuvve Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40296 |
|
86-1617000 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2488 Historic Decatur Road
San Diego, California |
|
92106 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (619) 456-5161
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
Common Stock, Par Value $0.0001 Per Share |
|
NVVE |
|
The Nasdaq Stock Market LLC |
Warrants to Purchase Common Stock |
|
NVVEW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Subscription Agreement
On June 5, 2023, Nuvve Holding Corp. (the “Company”) entered
into a subscription agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”),
relating to the issuance and sale of 2,492,530 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common
Stock”) in a registered direct offering (the “Offering”). The offering price for the Shares will be $0.40 per Share.
The closing of the Offering is expected to occur on or about June 6, 2023 (the “Closing Date”), subject to customary closing
conditions.
The aggregate gross proceeds to the Company from the Offering are expected
to be $997,012. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Offering is being made pursuant to an effective registration statement
on Form S-3 (Registration Statement No. 333-264462), as previously filed with and declared effective by the Securities and Exchange Commission
(the “SEC”), a base prospectus included as part of the registration statement, and a final prospectus supplement filed with
the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Purchase Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchaser. The representations,
warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific
date, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting
parties.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
5.1 |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. |
10.1 |
|
Form of Subscription Agreement between the Company and the Purchaser, dated June 5, 2023 |
23.1 |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (contained in Exhibit 5.1) |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: June 6, 2023 |
NUVVE HOLDING CORP. |
|
|
|
By: |
/s/ Gregory Poilasne |
|
Name: |
Gregory Poilasne |
|
Title: |
Chairman and Chief Executive Officer |
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