Nuvve Issues Convertible Note and Exchanges Series A Preferred for Series C

Nuvve Holding Corp. entered into a Securities Purchase Agreement on September 10, 2026, with FirstFire Global Opportunities Fund, LLC. Under this agreement, the company issued a convertible promissory note with a principal amount of $280,000. The note was sold with an original issue discount of $30,000, resulting in a purchase price of $250,000. The note carries an interest rate of 12% per annum and matures on September 10, 2027. The company has instructed its transfer agent to reserve 5,000,000 shares of common stock for potential issuance upon conversion of this note.

Conversion of the note is permitted starting six months after issuance. The conversion price is determined as the lesser of $1.40 per share or 85% of the lowest trading price of the company's common stock over the preceding ten trading days. The investor's conversion rights are subject to a beneficial ownership limitation of 4.99% and are contingent upon the issuance of an opinion of counsel confirming the shares may be issued without transfer restrictions under an effective registration statement or an applicable exemption.

In a separate transaction, Nuvve executed an exchange agreement on September 10, 2026, with holders of all outstanding Series A Preferred Stock. The holders exchanged their existing shares for an aggregate of 2,238.655 shares of a newly designated Series C Convertible Preferred Stock. The Series C Preferred Stock has a stated value of $1,000 per share and was issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act.

The company filed a Certificate of Designation with the Delaware Secretary of State on September 15, 2026, to establish the terms of the Series C Preferred Stock. Key terms of this designation include a conversion price of $1.40 per share, subject to full ratchet antidilution protection. Holders are entitled to receive cumulative dividends at a rate of 8% per annum, payable quarterly in cash, common stock, or a combination of both. The Series C Preferred Stock ranks senior to all other classes of capital stock regarding dividends and liquidation distributions. The company also amended a previously filed Registration Rights Agreement to extend registration rights to the common stock underlying the Series C Preferred Stock.