NVVE · Nuvve Holding Corp.

Nuvve Holding Corp. executed a comprehensive Securities Exchange and Omnibus Amendment Agreement on May 12, 2026, with holders of existing warrants from 2024 and 2025 private placements and AIRs, totaling exercisable for 23,831,137 common shares at $0.4734 exercise price. In exchange, holders receive 13,107,127 shares or pre-funded warrants (electable to avoid 9.99% ownership limits), representing 55% of underlying shares, issued via Section 3(a)(9) exemption without cash consideration. This restructuring cancels outstanding warrants and terminates additional investment rights from October 31, 2024, and November 14, 2025, purchase agreements, alongside immediate ELOC facility termination. Key amendments include removing the Series A Preferred Stock's Floor Price, enabling full price-based anti-dilution adjustments to its $2.367 conversion price, and pro-rata allocation of subsequent financing rights. Closing hinges on stockholder approval by July 27, 2026, for Nasdaq compliance on issuances exceeding 19.99% of outstanding shares. A concurrent Registration Rights Agreement mandates a resale S-3 filing within 5 days (effective in 30 days), covering exchange securities and Series A conversions/dividends, with 1.5% liquidated damages plus 18% interest for delays. This transaction simplifies capital structure, eliminates overhang from warrants and rights, but dilutes equity upon approval while enhancing holder protections through registration and anti-dilution.