Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Reverse Stock Splits The Reverse Stock Splits did not affect the number of authorized shares of the Company's common stock or the par value of the common stock. Following the January 2024 Reverse Stock Split's effectiveness on January 19, 2024, all references in the condensed consolidated financial statements to number of shares of common stock issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 40 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. Additionally, at the Company’s Annual Meeting of Stockholders held on September 9, 2024, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, and the Board approved a 1-for-10 reverse split ratio for the September 2024 Reverse Stock Split, which became effective September 17, 2024. Therefore, in addition to the January Reverse Stock Split, following the September 2024 Reverse Stock Split's effectiveness on September 17, 2024, all references in the condensed consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 10 September 2024 Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. Authorized Shares As of September 30, 2024, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 11, “ Stockholders' Equity ,” in the Notes to Consolidated Financial Statements included in the Company’s 2023 Form 10-K for a detailed discussion of the Company’s stockholders' equity. February 2024 Public Offering On January 31, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of its securities (the “Offering”). The Offering was conducted pursuant to our Registration Statement on Form S-1 filed with the SEC, which was declared effective as of January 31, 2024. On February 2, 2024, the Company completed the Offering and received gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses. Craig-Hallum received underwriting discounts and commissions equal to 7.0% of the gross proceeds of the Offering, and is further entitled to receive 7.0% of the gross proceeds received by the Company in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering. As noted above, on January 31, 2024, the Company entered into an Underwriting Agreement regarding the Offering which was comprised of the followings: 1. 303,500 shares of common stock; 2. 176,500 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock; 3. 480,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $20.00 per share and a term of five years following the issuance date; 4. 480,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $20.00 per share and a term of nine months following the issuance date; and 5. 480,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $20.00 per share and a term of five years following the issuance date, subject to early expiration as described below. Each share of common stock and Pre-Funded Warrant issued in the Offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock. The combined price per share of Common Stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $20.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $19.9990, and the exercise price of each Pre-Funded Warrant is $0.0010 per share. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. In addition, Craig-Hallum was granted warrants to purchase up to 48,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $20.00 per share. The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 24,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering. The fair value of the Series A, B and C Warrants are recorded as a liability in the condensed consolidated balance sheets with changes in fair value recorded in the condensed consolidated statements of operations as the warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the warrants recorded in the condensed consolidated statement of operations. Warrants - Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were: series B $12.8 million, series C $5.6 million, series D $4.8 million, series E $3.8 million and series F $3.2 million. The fair values of the vested warrants are recorded in the condensed consolidated balance sheets in additional paid-in capital in stockholders' equity as the vested warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The unvested warrants are recorded as a liability in the condensed consolidated balance sheets at fair value, with changes in fair value recorded in the condensed consolidated statements of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the unvested warrants recorded in the condensed consolidated statement of operations. The Company issued to Stonepeak and Evolve the following ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve): • Series B warrants to purchase 5,000 shares of the Company’s common stock, at an exercise price of $4,000.00 per share, which are fully vested upon issuance, • Series C warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $6,000.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures, • Series D warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $8,000.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures, • Series E warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $12,000.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures, and • Series F warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $16,000.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date. In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100% owner of Levo, and the warrants issued to Stonepeak and Evolve were cancelled. See the warrants summary table below. Securities Purchase Agreement On May 17, 2021, in connection with the signing of the Letter Agreement, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provide them from time to time between November 13, 2021 and November 17, 2028, in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $20,000.00 per share (allocated 90% to Stonepeak and 10% to Evolve). See below f or details. The grant-date fair value of the Securities Purchase Agreement to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the condensed consolidated balance sheets as equity in additional-paid-in capital as it is indexed to the Company’s common stock and meets the conditions for equity classification . In connection with the signing of the Letter Agreement, as referenced above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve. • The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions. In addition, Stonepeak and Evolve may elect to purchase shares under the SPA on a cashless basis in the event of a change of control of the Company. In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100% owner of Levo, and the SPA issued to Stonepeak and Evolve were cancelled. Warrants - Public and Private In connection with its initial public offering on February 19, 2020, Newborn sold 14,375 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 681 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 3,563 of Newborn’s common stock, at a purchase price of $4,000.00 per share, for an aggregate purchase price of $14,250,000 (the "PIPE"). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one-half of a common share at $4,600.00 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them. Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. The Private Warrants are reflected as a liability in the condensed consolidated balance sheet as of September 30, 2024 and the change in the fair value of the Private Warrants is reflect ed in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the Private Warrants recorded in the condensed consolidated statement of operations. In July 2024, the Company granted 60,000 shares of Private Pre-funded Warrants to an investor of the Company as compensation for certain services rendered. The Private Pre-funded Warrants are reflected as a liability in the condensed consolidated balance sheet as of September 30, 2024 and the change in the fair value of the Private Pre-funded Warrants is reflect ed in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the Private Pre-funded Warrants recorded in the condensed consolidated statement of operations. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at September 30, 2024: Number of Number of Number of Number of Exercise Expiration Public Warrants 7,188 — — 7,188 $4,600.00 March 19, 2026 Private Warrants - February 2020 341 — — 341 $4,600.00 March 19, 2026 Private Pre-Funded Warrants - July 2024 60,000 30,000 — 30,000 $0.0010 Until Exercised in Full PIPE Warrants 3,384 — — 3,384 $4,600.00 March 19, 2026 Stonepeak/Evolve Warrants - series B 5,000 — 5,000 — $4,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 2,500 — 2,500 — $6,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 2,500 — 2,500 — $8,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 2,500 — 2,500 — $12,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 2,500 — 2,500 — $16,000.00 May 17, 2031 2022 July Institutional/Accredited Investor Warrants 10,000 — — 10,000 $1,500.00 January 29, 2028 Underwriter Warrants - February 2024 offering 48,000 — — 48,000 $20.00 February 2, 2029 2024 February Institutional/Accredited Investor Pre-Funded Warrants 57,500 57,500 — — $0.0010 February 2, 2029 2024 February Institutional/Accredited Investor Warrants - series A 480,000 — — 480,000 $20.00 February 2, 2029 2024 February Institutional/Accredited Investor Warrants - series B 480,000 30,000 — 450,000 $20.00 November 2, 2024 2024 February Institutional/Accredited Investor Warrants - series C 480,000 — — 480,000 $20.00 February 2, 2029 1,641,413 117,500 15,000 1,508,913 Unit Purchase Option On February 19, 2020, Newborn sold to the underwriters of its initial public offering for $40,000, a unit purchase option ("UPO") to purchase up to a total of 791 units at $4,600.00 per unit (or an aggregate exercise price of $3,636,875) commencing on the date of Newborn's initial business combination, March 19, 2021, and expiring February 13, 2025. Each unit issuable upon exercise of the UPO consists of one and one-tenth of a share of the Company's common stock and one warrant to purchase one share of the Company's common stock at the exercise price of $4,600.00 per share. The warrant has the same terms as the Public Warrant. In no event will the Company be required to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holders of the unit purchase option have demand and "piggy back" registration rights for periods of five ASC 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity, as the UPO is indexed to the Company’s common stock and meets the conditions for equity classification. |