SAN
DIEGO, Oct. 31, 2024 /PRNewswire/ -- Nuvve
Holding Corp. ("Nuvve" or the "Company") (Nasdaq: NVVE), a
green energy technology company that provides a globally-available,
commercial vehicle-to-grid (V2G) technology platform that enables
electric vehicle (EV) batteries to store and resell unused energy
back to the local electric grid and provides other grid services,
today announced that it entered into a definitive agreement with
certain institutional and individual accredited investors (the
"Investors"), in which it issued an aggregate of $3,750,000.01 principal amount of senior
convertible notes with an original issue discount of 10% (the
"Notes") and accompanying warrants ("Warrants") to purchase shares
of its common stock (the "Private Placement"). The Private
Placement closed on October 31, 2024,
and resulted in gross proceeds to the Company before expenses of
$3,375,000.01.
Nuvve's Chief Executive Officer, Gregory
Poilasne, participated as an Investor in the Private
Placement for a total investment of $250,000.
The Notes bear interest at a rate of 8.0% per annum and have an
18-month maturity, subject to an additional six-month extension in
certain circumstances as provided therein. The Notes will be
convertible into up to an aggregate of 1,102,295 shares of Nuvve's
common stock at the conversion price equal to $3.402 per share of common stock, which
represented a 10% discount to the closing price of Nuvve's common
stock immediately prior to the closing of the Private Placement,
subject to adjustment as further specified in the Notes. The
principal and accrued interest on the Notes are payable in 15 equal
monthly installments commencing on February
28, 2025, and may be paid, at the Company's election, in
cash, shares of common stock, or a combination thereof. In
addition, the Investors have the right to purchase up to an
aggregate of $12.5 million in
additional principal amount of the Notes and accompanying Warrants,
subject to the terms set forth in the definitive agreement.
As part of the Private Placement, Nuvve also issued Warrants to
purchase up to an aggregate of 1,102,295 shares of Nuvve's common
stock at an exercise price equal to $3.78 per share, subject to adjustments,
exercisable for five years from the date of issuance.
The Company intends to use the net proceeds from this
transaction for working capital and general corporate purposes.
Nuvve has agreed to file a registration statement registering
for resale the shares of common stock issuable upon conversion of
the Notes and upon exercise of the Warrants. Nuvve has also agreed
to file a preliminary proxy statement and to hold a special meeting
of its stockholders to seek approval of the issuance of the shares
of common stock underlying the Notes and the Warrants, in
accordance with the rules and regulations of Nasdaq.
Additional information regarding the Private Placement and the
terms of the Notes and Warrants will be set forth in a Current
Report on Form 8-K to be filed by the Company with the Securities
and Exchange Commission ("SEC"). You may also obtain these
documents for free when they are available by visiting the SEC's
website at www.sec.gov.
The offer and sale of the foregoing securities did not involve a
public offering and were not registered under the Securities Act of
1933, as amended (the "Securities Act"), or applicable state
securities laws. The securities may not be offered or sold in
the United States absent
registration or pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities in the described
offering, nor shall there be any offer, solicitation or sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) is leading the
electrification of the planet, beginning with transportation,
through its intelligent energy platform. Combining the world's most
advanced vehicle-to-grid (V2G) technology and an ecosystem of
electrification partners, Nuvve dynamically manages power among
electric vehicle (EV) batteries and the grid to deliver new value
to EV owners, accelerate the adoption of EVs, and support the
world's transition to clean energy. By transforming EVs into mobile
energy storage assets and networking battery capacity to support
shifting energy needs, Nuvve is making the grid more resilient,
enhancing sustainable transportation, and supporting energy equity
in an electrified world. Since its founding in 2010, Nuvve has
successfully deployed V2G on five continents and offers turnkey
electrification solutions for fleets of all types. Nuvve is
headquartered in San Diego,
California, and can be found online at nuvve.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements or
forward-looking information within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of forward-looking terms
such as "may," "will," "expects," "believes," "aims,"
"anticipates," "plans," "looking forward to," "estimates,"
"projects," "assumes," "guides," "targets," "forecasts,"
"continue," "seeks" or the negatives of such terms or other
variations on such terms or comparable terminology, although not
all forward-looking statements contain such identifying words.
Forward-looking statements include, but are not limited to,
statements concerning the expected benefits of the Private
Placement, including the use of proceeds therefrom, the filing of a
resale registration statement relating to the Private Placement,
and the timing and ability of obtaining stockholder approval for
the issuance of the common stock underlying the Notes and Warrants.
Nuvve cautions you that these forward-looking statements are
subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
Nuvve. Such statements are based upon the current beliefs and
expectations of management and are subject to significant risks and
uncertainties that could cause actual outcomes and results to
differ materially. Some of these risks and uncertainties can be
found in Nuvve's most recent Annual Report on Form 10-K and
subsequent periodic reports filed with the SEC. All forward-looking
statements contained in this press release speak only as of the
date on which they were made and are based on management's
assumptions and estimates as of such date. Nuvve does not undertake
any obligation to publicly update any forward-looking statements,
whether as a result of the receipt of new information, the
occurrence of future events or otherwise except as required by
law.
Nuvve Investor Contact
investorrelations@nuvve.com
+1 (619) 483-3448
Nuvve Press Contacts
press@nuvve.com
+1 (619) 483-3448
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SOURCE Nuvve Holding Corp.