{"url_path":"/sec/nvve/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1836875/0001213900-26-055920-index.html","accession_number":"0001213900-26-055920","cik":"0001836875","ticker":"NVVE","issuer_name":"Nuvve Holding Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1836875/0001213900-26-055920-index.html","primary_entity_key":"0001836875","primary_entity_name":"Nuvve Holding Corp."},"word_count":1240,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*Securities Exchange and Omnibus Amendment Agreement*\n\n \n\nOn May 12, 2026, Nuvve Holding Corp. (the “Company”)\nentered into a securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”)\nof warrants exercisable for an aggregate of up to 23,831,137 shares of the Company’s common stock, par value $0.0001 per share\n(the “Common Stock”), consisting of (i) certain common stock purchase warrants of the Company originally issued on October\n31, 2024 and having a current exercise price of $0.4734 (such warrants, the “2024 Private Placement Warrants”); (ii) certain\ncommon stock purchase warrants of the Company issued upon the exercise of certain 2024 Additional Investment Rights (as defined below)\nand having a current exercise price of 0.4734 (such warrants, the “2024 AIR Warrants”); (iii) certain common stock purchase\nwarrants of the Company originally issued on December 30, 2025 and having a current exercise price of 0.4734 (such warrants, the “2025\nPrivate Placement Warrants”); (iv) certain common stock purchase warrants of the Company issued upon the exercise of certain 2025\nAdditional Investment Rights (as defined below) and having a current exercise price of 0.4734 (such warrants, the “2025 AIR Warrants”\nand, together with the 2024 Private Placement Warrants, the 2025 Private Placement Warrants and the 2024 AIR Warrants, the “Existing\nWarrants”). Pursuant to the Exchange Agreement, the Holders agreed to exchange their Existing Warrants for an aggregate of 13,107,127\nshares of Common Stock (the “Exchange Shares”), provided, however, to the extent that a Holder may elect in its sole discretion,\nsuch Holder may instead receive an amount of newly issued pre-funded common stock purchase warrants each exercisable for shares of Common\nStock, at a nominal exercise price of $0.0001 per share (such warrants, the “Pre-Funded Warrants”, and such shares of Common\nStock issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), with such Exchange Shares and Pre-Funded Warrants\nto be an aggregate 13,107,127 shares of Common Stock (the “Exchange”).\n\n \n\nThe Pre-Funded Warrants will be issued pursuant to\nan exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained\nin Section 3(a)(9) thereof.\n\n \n\n*Amendment to Certificate of Designation*\n\n \n\nPursuant to the Exchange Agreement, the Company\nand the Holders, holding a majority of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001\nper share (the “Series A Preferred Stock”), agreed to amend the terms of the Series A Preferred Stock in the Certificate of\nDesignation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation Amendment”)\nto remove the Floor Price (as defined therein) as a limitation on adjustments to the conversion price of the Series A Preferred Stock,\nincluding adjustments arising from certain price-based anti-dilution adjustments. Such Certificate of Designation Amendment to be subject\nto the approval of the Company’s stockholders.\n\n \n\n*Termination of the Additional Investment Rights*\n\n \n\nPursuant to the Exchange Agreement, the Company\nand the Holders, agreed that upon the Closing (as defined below), the Holders would irrevocably waive, relinquish and terminate the Holders’\ncertain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase\nagreement dated as of November 14, 2025 (the “2025 Additional Investment Right”) and that certain additional investment right\nto purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of October 31,\n2024 (the “2024 Additional Investment Right” and together with the 2025 Additional Investment Right, the “Additional\nInvestment Rights”) and providing that neither the Company nor the Holders shall have any further rights or obligations with respect\nto the Additional Investment Rights. The Holders further agreed to forgo exercise of any Additional Investment Right and exercise of any\nExisting Warrant outstanding as of May 12, 2026 and until July 27, 2026.\n\n \n\n1\n\n \n\n \n\n*Termination of the ELOC*\n\n \n\nPursuant to the Exchange Agreement, the Company\nprovided notice that effective as of the Closing, the Company shall terminate that certain common shares purchase agreement, dated November\n14, 2025, (the “ELOC Agreement”) between the Company and certain investors signatory thereto pursuant to Section 8.2 of the\nELOC Agreement and such investors agreed to waive the notice requirements set forth in Section 8.2 and 10.4 of the ELOC Agreement.\n\n \n\n*Amendment to Securities Purchase Agreement*\n\n \n\nPursuant to the Exchange Agreement, the Company\nand Holders agreed to amend and restate Section 4.12(a) of the 2025 Securities Purchase Agreement to provide that the subsequent financing\nparticipation right of the Purchasers (as defined therein) would be divided pro rata among the Purchasers based upon their ownership percentage\nof the Existing Warrants.\n\n \n\n*Stockholder Approval*\n\n \n\nPursuant to the Exchange Agreement, the Company\nagreed to hold a special meeting of stockholders on or prior to July 27, 2026, for the purposes of obtaining stockholder approval (i)\nunder the applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq”) approving the issuance of the Exchange Shares\nand shares of Common Stock pursuant to the exercise of the Pre-Funded Warrants in excess of 19.99% of the issued and outstanding Common\nStock on the date of the Exchange Agreement and (ii) the removal of the Floor Price as a limitation on adjustments to the conversion price\nof the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments (the “Stockholder\nApproval”). The closing of the Exchange (the “Closing”) shall take place upon the receipt of the Stockholder Approval,\nand the satisfaction of certain customary conditions contained in the Exchange Agreement.\n\n \n\n*Registration Rights Agreement*\n\n \n\nAlso on May 12, 2026, the Company and certain\ninvestors signatory thereto entered into a registration rights agreement (the “Registration Rights Agreement) pursuant to which\nthe Company agreed to file a registration statement with the Securities and Exchange Commission covering the public resale of (i) the\nExchange Shares, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and (iii) the shares of Common Stock issuable\npursuant to the conversion of the Series A Preferred Stock, including such shares of Common Stock issuable upon payment of dividends on\nthe Series A Preferred Stock. The Company has agreed to file a registration statement within five (5) days after the execution of the\nRegistration Rights Agreement, to become effective no later than 30 days after filing. If these deadlines are not met, the Company will\nbe liable for liquidated damages of 1.5% multiplied by the aggregate subscription amount paid in connection with any transactions pursuant\nto which the Existing Warrants were acquired, including for the avoidance of doubt any subscription amounts paid by such Holder in connection\nwith any Additional Investment Rights. Further, if the Company fails to pay such liquidated damages within seven days from the date payable,\nthe Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by the applicable\nlaw) to each holder of the registrable securities.\n\n \n\nThe foregoing descriptions of the terms of the Certificate of Designation\nAmendment, Pre-Funded Warrant, Exchange Agreement, and Registration Rights Agreement are not intended to be complete and are qualified\nin their entirety by reference to such exhibits, which are filed herewith as Exhibits 3.1, 4.1, 10.1, and 10.2, respectively, to this\nCurrent Report on Form 8-K and are incorporated by reference herein. Neither this current report on Form 8-K, nor the exhibits attached\nhereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.\n\n \n\n2"}