v3.26.1
Stockholders’ Deficit
 3 Months Ended
Mar. 31, 2026
Stockholders' Equity Note [Abstract]  
Stockholders’ Deficit Stockholders’ Deficit
Reverse Stock Split
At the Company’s Special Meeting of Stockholders held on October 6, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-40. The Board approved a 1-for-40 reverse split ratio, which became effective December 15, 2025.
Additionally, at the Company’s Special Meeting of Stockholders held on June 23, 2026, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-40. The Board approved a 1-for-18 reverse split ratio, which became effective July 6, 2026.
Therefore, following the above Reverse Stock Split's effectiveness, all references in the condensed consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. No fractional shares were issued in connection with the reverse stock splits and each fractional share resulting from the reverse stock splits were rounded up to the next whole share.
Authorized Shares
As of March 31, 2026, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 201,000,000, of which 200,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 11, “Stockholders' Equity,” in the Notes to Consolidated Financial Statements included in the Company’s 2025 Form 10-K for a detailed discussion of the Company’s stockholders' equity.

On February 21, 2025, the shareholders of the Company, in a special election approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 100,000,000 shares to 200,000,000 shares.

Additionally, on December 29, 2025, the stockholders of the Company, at a special meeting of the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 200,000,000 shares to 400,000,000 shares.
Series A Convertible Preferred Stock
On December 29, 2025, the stockholders of the Company, at a special meeting of the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to designate 35,000 shares of preferred stock as Series A convertible preferred stock with par value $0.0001 per share and stated value of $1,000 per share.
On December 30, 2025, pursuant to a private placement offering, the Company issued an aggregate of 333 shares of series A preferred stock and warrants to purchase an aggregate of 140,825 shares of Common Stock to certain institutional investors. The Company received aggregate proceeds of $5,400,000, net of a 10% original issue discount (gross stated value of $6,000,000) or $900 purchase price per share of each Series A convertible preferred stock and accompanying warrants prior to deducting underwriting discounts and commissions and offering expenses.
During the three months ended March 31, 2026, the Company issued an aggregate of 114 shares of Series A Convertible Preferred Stock and warrants to purchase an aggregate of 141,130 shares of Common Stock to certain institutional investors. The Company received aggregate proceeds of $1,850,000, net of a 10% original issue discount (gross stated value of $2,055,556).

During the three months ended March 31, 2026, 313 shares of the Series A Convertible Preferred Stock or $5,650,156 of the Series A Convertible Preferred Stock, net of preferred issuance costs, were converted into 203,627 of the Company common shares. Please see the table below for the Series A Convertible Preferred Stock outstanding as of March 31, 2026.

Additionally, as of March 31, 2026, 15 shares of Series A Convertible Preferred Stock or $242,589 of the Series A Convertible Preferred Stock, net of preferred issuance costs, is presented as mezzanine equity in the Company’s condensed consolidated balance sheets. The $242,589 Series A Convertible Preferred Stock is classified as mezzanine equity because it is redeemable at the option of its holders upon a deemed liquidation event and has a condition for redemption that is not solely within the control of the Company.
At March 31, 2026, Series A Convertible Preferred Stock consisted of the following:

Shares AuthorizedShares Issued Shares OutstandingStated Value per ShareCarrying ValueCumulative Accrued Preferred Dividends
Dividend - Three Months Ended March 31, 2026
Liquidation Preference
35,000 119 119 $1,000 $1,876,587 $42,820 $42,820 $2,183,820 
At March 31, 2026, Series A Convertible Preferred Stock (Mezzanine equity) consisted of the following:

Shares AuthorizedShares Issued Shares OutstandingStated Value per ShareCarrying ValueCumulative Accrued Preferred Dividends
Dividend - Three Months Ended March 31, 2026
Liquidation Preference
35,000 349 15 $1,000 $242,589 $5,560 $5,560 $283,560 

Warrants
In conjunction with the issuance of Preferred Stock and Convertible Notes, the Company issued to the certain investors private warrants to purchase shares of Common Stock of the Company. These warrants are reflected as a liabilities in the condensed consolidated balance sheet as of March 31, 2026, and the change in the fair value of the private warrants for the three months ended March 31, 2026 in the condensed consolidated statements of operations. See Note 4 for details of changes in fair value of these warrants recorded in the condensed consolidated statement of operations.
The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at March 31, 2026, including adjusted exercise price for full ratchet antidilution protection for some warrants:
Number of
Warrants		Number of
Warrants Exercised		Number of
Warrants Cancelled		Number of
Warrants Exercisable		Exercise
Price		Adjusted Exercise
Price		Adjusted Number of
Warrants Exercisable		Expiration
Date
2022 July Institutional/Accredited Investor Warrants14——14$1,080,000.00$1,080,000.0014January 29, 2028
Underwriter Warrants - February 2024 offering67—3136$14,400.00$14,400.0036February 2, 2029
2024 February Institutional/Accredited Investor Warrants - series A667——667$14,400.00$14,400.00667February 2, 2029
2024 February Institutional/Accredited Investor Warrants - series C667—62542$14,400.00$14,400.0042February 2, 2029
2024 October Institutional/Accredited Investor Warrants2,8832,883—1,436$13.31$8.52123,425October 31, 2029
2025 May Institutional/Accredited Investor Warrants28,544——28,544$14.04$8.521232,984May 30, 2030
2025 July Institutional/Accredited Investor Pre-funded Warrants2,7572,757——$0.0018$0.0018—Until Exercised in Full
2025 July Institutional/Accredited Investor Warrants402——402$756.00$756.00402July 11, 2030
2025 September Institutional/Accredited Investor Warrants5,465——5,465$3.0798$8.521213,039September 10, 2030
2025 November Institutional/Accredited Investor Warrants13,663——13,663$2.49$8.5232,599November 27, 2030
2025 December 17, Institutional/Accredited Investor Warrants5,465——5,465$69.84$8.5213,039December 17, 2030
2025 December 26 Institutional/Accredited Investor Warrants5,465——5,465$55.15$8.5213,039December 26, 2030
2025 December 30 Institutional/Accredited Investor Warrants140,825——140,825$63.92$8.521,056,190December 30, 2030
2025 December Institutional/Accredited Investor Pre-Funded Warrants3,0851,543—1,543$0.0018$0.00181,543Until Exercised in Full
2026 January Institutional/Accredited Investor Warrants12,387——12,387$31.40$8.5245,638January 29, 2031
2026 February Institutional/Accredited Investor Warrants13,663——13,663$20.33$8.5232,599February 10, 2031
2026 March 6 Institutional/Accredited Investor Warrants16,943——16,943$16.38$8.5232,599March 6, 2031
2026 March 27 Institutional/Accredited Investor Warrants98,138——98,138$11.32$8.52117,354March 27, 2031
May 2025 Consulting Warrants4,167——4,167$756.00$756.004,167May 7, 2030
May 2025 Consulting Warrants4,167——4,167$900.00$900.004,167May 7, 2030
May 2025 Consulting Warrants4,167——4,167$1,080.00$1,080.004,167May 7, 2030
May 2025 Consulting Warrants926——926$720.00$720.00926May 18, 2030
May 2025 Consulting Warrants926——926$900.00$900.00926May 18, 2030
May 2025 Consulting Warrants926——926$1,080.00$1,080.00926May 18, 2030
366,3797,183656359,9771,410,488
Treasury Stock
The Company's Board authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.
The share repurchase activity pursuant to this authorization is as follows:
 
March 31, 2026December 31, 2025
Beginning balance 2 2 
Shares repurchased— — 
Average purchase price per share$— $— 
Amount spent on repurchased shares$— $— 
Aggregate Board of Directors repurchase authorizations during the period— $— 
Ending balance2 2 
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity.
Preferred Class A Units - Fermata Energy II LLC
In connection with the acquisition of Fermata in April 2025, 4,900,000 units of Fermata's entity preferred class A units, which is also the total number of Fermata's entity authorized preferred class A units, were issued to the former debt holders of the Seller. The Fermata's entity preferred class A units are nonconvertible and nonredeemable, and does not pay dividends. The Fermata's entity preferred class A unit holders are entitled to an accrued compounded 10.0% annual preferred return in Fermata entity, and certain distributions in the event of profit in the Fermata entity until they are fully paid back their initial capital contributions which will be the final distribution and termination of their Fermata's entity preferred class A unit holdings.
At March 31, 2026, Fermata's Entity Preferred Units consisted of the following:

Units AuthorizedUnits Issued Units OutstandingFair Value per UnitsCarrying ValueCumulative Preferred Returns
Preferred Returns - Three Months Ended March 31, 2026
Liquidation Preference
4,900,000 4,900,000 4,900,000 $0.0340 $166,698 $17,305 $4,488 $184,003 
Class B Units - Nuvve New Mexico LLC
In connection with the formation of Nuvve New Mexico LLC in April 2025, class B units of up to 2,500,000 were authorized to be issued to members admitted into the Nuvve New Mexico LLC through subscription as investors. The class B units are nonconvertible and nonredeemable, and does not pay dividend. The class B unit holders are entitled to an accrued cumulative 18.0% annual return on unreturned capital contributions in Nuvve Mexico entity. Cumulative annual return of $35,679 on unreturned capital contributions has been accrued as of March 31, 2026. As of March 31, 2026, three members have been admitted as a Class B unit members with an aggregate subscription of 300,000 Class B units at $1.00 per unit.
Series 3 J-Kiss Units - Nuvve Japan
In connection with the formation of Nuvve Japan in 2025, series 3 J-Kiss units of up to 100,000,000, no par value, were authorized to be issued to members admitted into the Nuvve Japan. through subscription rights as investors. The series 3 J-Kiss units are convertible into the Nuvve Japan common shares and are nontransferable, and does not pay dividend. The number of shares to be issued by Nuvve Japan upon conversion of the subscription rights shall be the number obtained by dividing the total amount of the subscription rights issue price by the conversion price. The conversion price is determined at the next equity financing of Nuvve Japan as described in the subscription rights agreement. As of March 31, 2026, Series 3 J-Kiss units had aggregate subscription of 10,161 units outstanding, no par value.