UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On May 5, 2022, Nuvve Holding Corp. (the “Company”) entered into an At the Market Offering Agreement (the “Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) and Chardan Capital Markets, LLC (“Chardan”), as the sales agents (each, an “Agent,” and together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock (the “Shares”), having an aggregate offering price of up to $25,000,000 (the “Offering”).
Under the Agreement, the Agents may sell Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Capital Market of The Nasdaq Stock Market or on any other existing trading market for the Shares and sales to or through a market maker. Under the terms of the Agreement, the Company may also sell shares to an Agent as principal for its own account, or through an Agent in privately negotiated transactions with the Company’s prior consent.
The Company will pay the Agents a commission of 3.0% of the aggregate gross sales prices of the Shares, unless the Agents act as principals, of which 70% shall be allocated to Craig-Hallum and 30% shall be allocated to Chardan. The Company will also reimburse the Agents for fees and disbursements of its legal counsel in an amount not to exceed $60,000. The Agreement contains customary representations and warranties, covenants and indemnification and contribution obligations, including indemnification and contribution for liabilities under the Securities Act. The Agreement may be terminated by us at any time in our sole discretion by giving five business days’ written notice to the Agents, or by either Agent at any time in its sole discretion, but solely with respect to such Agent’s participation in the Offering. The Agreement will remain in full force and effect until the earlier of June 22, 2022 and such date that the Agreement is terminated in accordance with the terms thereof.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The Shares are being offered and sold pursuant to the Company’s effective shelf registration statement under the Securities Act on Form S-3 (File No. 333-264462), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 5, 2022, and the prospectus relating to the Shares, dated May 5, 2022, which the Company filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act on May 5, 2022.
The Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Agreement and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The Agreement has been included to provide investors and security holders with information regarding its terms. The Agreement is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.
This report shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 2.02. Results of Operations and Financial Condition.
On May 6, 2022, the Company disclosed certain estimated financial information as of and for the three months ended March 31, 2022, in the prospectus for the Offering filed by the Company with the SEC, under the section entitled “Prospectus Summary — Recent Developments — Unaudited First Quarter 2022 Financial Information,” which section is incorporated herein by reference. The information furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 1.1 | At the Market Offering Agreement. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 6, 2022 | NUVVE HOLDING CORP. | |
| By: | /s/ Gregory Poilasne | |
| Gregory Poilasne | ||
| Chairman and Chief Executive Officer | ||
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