Nuvve Holding Corp. (NASDAQ: NVVE) announced that it has determined that two agreements dated May 12, 2026, have been effectively terminated: a securities exchange and omnibus amendment agreement with certain warrant holders, and a registration rights agreement with certain investors.

Under the now-terminated exchange agreement, warrant holders had agreed to exchange their existing warrants for an aggregate of 13,107,127 shares of common stock, or alternatively receive pre-funded common stock purchase warrants exercisable at $0.0001 per share. As a result of the termination, that exchange will no longer take place.

The company also stated that it no longer intends to pursue a planned amendment to the Certificate of Designation of its Series A Convertible Preferred Stock, which would have removed the floor price as a limitation on conversion price adjustments. That amendment had been contingent on stockholder approval.

Additionally, Nuvve said it does not believe the termination of certain additional investment rights — originally tied to securities purchase agreements dated October 31, 2024, and November 14, 2025 — will take effect as a result of the termination.

The company also noted that a planned termination of a common shares purchase agreement dated November 14, 2025, which had been set to take effect upon the closing of the exchange, is no longer expected to occur. Similarly, a planned amendment to a securities purchase agreement that would have adjusted how financing participation rights are allocated among purchasers will also not proceed.

With the registration rights agreement terminated, Nuvve said it no longer intends to file a resale registration statement with the Securities and Exchange Commission that had been planned to cover the public resale of exchange shares and shares issuable under the pre-funded warrants and Series A Preferred Stock conversions.