Nuvve Holding Corp. (NVVE) Form 8-K — Sep 16, 2026
Nuvve Holding Corp. entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund on September 10, 2026, issuing a $280,000 convertible promissory note at a $30,000 original issue discount for net proceeds of $250,000. The note bears 12% annual interest, matures September 10, 2027, and the first twelve months of interest ($33,600) are deemed earned in full at issuance. The note converts beginning six months after issuance at the lesser of $1.40 per share or 85% of the lowest trading price over the prior ten trading days, stepping down to 70% of the lowest twenty-day price upon an event of default.
Key figures
- Debt Amount
- 280000
- Interest Rate
- 12% per annum
- Maturity Date
- September 10, 2027
- Proceeds sweep
- holder may require up to 50% of proceeds from any future financing to repay the note
- Note purchase price
- $250,000
- Note conversion terms
- lesser of $1.40 per share or 85% of lowest trading price during prior 10 trading days; 70% of lowest 20-day price upon an Event of Default
- Reserved share minimum
- greater of 5,000,000 shares or 5x conversion shares
- Series c dividend rate
- 8% cumulative per annum payable quarterly, rising to 18% upon a Triggering Event
- Original issue discount
- $30,000
- Series c conversion price
- $1.40 with full-ratchet antidilution protection
- Series c shares exchanged
- 2,238.655
- Series c shares designated
- 3000
- Note conversion eligibility
- commencing six months after issuance
- Guaranteed first year interest
- $33,600
- Beneficial ownership limitation
- 4.99%
- Series c aggregate stated value
- $2,238,655 (2,238.655 shares x $1,000 stated value)
- Series c stated value per share
- $1,000
AI analysis
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