Nuvve Holding Corp. Closes Private Placement of Series A Convertible Preferred Stock and Warrants, Raising $5.4 Million to Strengthen Operations and Maintain Nasdaq Compliance
Nuvve Holding Corp. (“Nuvve” or the “Company”) (Nasdaq: NVVE), a global leader in vehicle-to-grid (V2G) technology and distributed grid asset management, announced today the successful closing of its previously announced private placement (the “Private Placement”) of Series A Convertible Preferred Stock (“Series A Preferred Stock”) and accompanying warrants. The transaction generated gross proceeds of $5.4 million for the Company, before deducting offering-related expenses. The closing took place on December 30, 2025, marking a key milestone in Nuvve’s ongoing efforts to advance its business strategy and maintain compliance with Nasdaq’s stockholder equity requirements.
Structure and Terms of the Private Placement
Under the Private Placement, Nuvve issued a total of 6,000 shares of Series A Preferred Stock to a select group of institutional investors. Each share was purchased at $900, reflecting an original issue discount of 10% from the stated value of $1,000 per share. This pricing structure allowed investors to acquire preferred equity at a discounted entry point while providing the Company with critical capital to support operational and strategic initiatives.
The Series A Preferred Stock issued under this transaction is convertible into common stock of Nuvve at an initial conversion price of $2.367 per share. This conversion price represents a 10% discount to the closing price of Nuvve’s common stock immediately prior to the closing of the Private Placement and is subject to customary adjustments. The conversion feature provides investors the flexibility to participate in the potential upside of Nuvve’s common equity while aligning with the Company’s long-term growth objectives.
In addition to the Series A Preferred Stock, Nuvve issued warrants in connection with the Private Placement, enabling investors to purchase up to 2,534,856 shares of the Company’s common stock at an initial exercise price of $3.5505 per share. The warrants are exercisable immediately and will remain valid for five years from the date of issuance. These warrants are designed to provide additional upside participation to investors and further strengthen the Company’s capital base.
Use of Proceeds
Nuvve intends to deploy the net proceeds from the Private Placement primarily for working capital and general corporate purposes. The infusion of capital will enable the Company to sustain and expand its operations, invest in strategic growth initiatives, and continue the development and deployment of its vehicle-to-grid technologies.
In addition, the Private Placement positions Nuvve to meet Nasdaq’s stockholder equity listing requirement. The Company had previously disclosed that it needed to regain compliance with Nasdaq’s minimum stockholders’ equity rule by December 31, 2025. The successful closing of this transaction ensures that Nuvve remains in compliance with Nasdaq listing standards and demonstrates the Company’s commitment to maintaining strong governance and financial stability.
Stockholder Approval and Regulatory Filings
As part of the Private Placement process, Nuvve obtained stockholder approval for the full conversion of the Series A Preferred Stock and the full exercise of the accompanying warrants. This approval was secured during a special meeting of stockholders held on December 29, 2025. Following this approval, the Company has committed to filing a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to register the resale of the common stock issuable upon conversion of the Series A Preferred Stock and exercise of the related warrants.
Once filed, the registration statement will allow investors to freely trade the common shares received through conversion or warrant exercise, providing liquidity to the investors while enhancing Nuvve’s shareholder base. Additional information regarding the Private Placement, including full terms and conditions of the Series A Preferred Stock and associated warrants, will be disclosed in a Current Report on Form 8-K, which the Company will file with the SEC. Investors and other interested parties will be able to access these filings on the SEC’s official website at www.sec.gov at no cost.
Legal Considerations
The Private Placement was conducted in reliance on exemptions from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The offering did not involve a public solicitation and was limited to a select group of accredited institutional investors. Accordingly, the securities issued in the Private Placement may not be offered or sold in the United States except pursuant to registration or an applicable exemption from registration under U.S. federal and state securities laws.
Nuvve emphasized that this press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. No sale of these securities will occur in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
Strategic Implications for Nuvve
The completion of the Private Placement represents a strategic milestone for Nuvve, reinforcing the Company’s financial foundation and providing flexibility to pursue growth opportunities. With additional capital on hand, Nuvve can accelerate the deployment of its V2G technologies, expand partnerships with energy and mobility providers, and invest in the development of innovative solutions for distributed energy resources.
Vehicle-to-grid technology allows electric vehicles (EVs) to not only consume energy but also provide energy back to the grid, creating a dynamic, bi-directional energy ecosystem. Nuvve’s proprietary platform enables utilities, grid operators, and commercial fleet operators to optimize energy use, reduce grid strain, and unlock new revenue streams from EVs. The capital raised through the Private Placement will support the expansion of this technology, allowing Nuvve to scale its solutions globally and strengthen its leadership position in the V2G market.
Furthermore, the transaction demonstrates the confidence of institutional investors in Nuvve’s business model, technological capabilities, and growth prospects. The combination of preferred stock and warrants offers investors a balanced opportunity for downside protection through preferred equity while maintaining the potential for upside participation through warrants and conversion features.
Looking forward, Nuvve plans to continue enhancing its operational and financial position. The Company will leverage the proceeds from the Private Placement to:
- Fund working capital requirements and general corporate expenses, ensuring smooth operations and continuity of its services.
- Support growth initiatives, including new deployments of V2G technology and expansion into additional markets.
- Maintain compliance with Nasdaq listing standards and enhance shareholder value through prudent capital management.
The Company is committed to transparent communication with its shareholders and stakeholders and will provide updates on the registration of common shares issuable upon conversion and warrant exercise. By aligning financial strategy with technological innovation, Nuvve aims to strengthen its position as a global leader in distributed energy and smart mobility solutions.
Nuvve Holding Corp. (Nasdaq: NVVE) is a pioneering company in vehicle-to-grid technology and distributed energy resource management. The Company’s solutions empower electric vehicle owners, utilities, and fleet operators to generate, store, and optimize energy, creating new revenue streams and improving grid resilience. Nuvve’s advanced software and technology platforms facilitate intelligent energy management, enabling sustainable and efficient integration of electric vehicles into energy systems worldwide.
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