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): February 17, 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 February 17, 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 543,478 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 $0.92 per Share. The closing of the Offering is expected to occur on or about February 21, 2023 (the “Closing Date”), subject to customary closing conditions.
The aggregate gross proceeds to the Company from the Offering are expected to be approximately $0.5 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Chardan Capital Markets LLC (the “Placement Agent”) is acting as the placement agent for the Offering.
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 February 17, 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: February 17, 2023 | NUVVE HOLDING CORP. |
| | |
| | By: | /s/ Gregory Poilasne |
| | Name: | Gregory Poilasne |
| | Title: | Chairman and Chief Executive Officer |
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