Item 1.01. Entry into a Material Definitive Agreement.
On
Under the Agreement, the Agent 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 Nasdaq Capital 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 the Agent as principal for its own account, or through the Agent in privately negotiated transactions with the Company's prior consent.
The Company will pay the Agent a commission of 3.0% of the aggregate gross sales
prices of the Shares. The Company will also reimburse the Agent for fees and
disbursements of its legal counsel in an amount not to exceed
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
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 10.1 At The Market Offering Agreement, datedJanuary 31, 2023 , by and betweenNuvve Holding Corp. andCraig-Hallum Capital Group LLC . 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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