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Recent press releases and 8-K filings for NVNI.
Nvni Group Limited Receives Nasdaq Non-Compliance Notice
NVNI
Delisting/Listing Issues
- Nvni Group Limited received a notice from Nasdaq on January 28, 2026, indicating non-compliance with the minimum Market Value of Listed Securities (MVLS) of US$35,000,000.
- The company has 180 calendar days, until July 27, 2026, to regain compliance by maintaining an MVLS of at least US$35,000,000 for ten consecutive business days.
- The notice has no immediate effect on the listing of the company's ordinary shares, which will continue to trade on Nasdaq under the symbol "NVNI".
3 days ago
Nvni Group Limited announces strategic restructuring of contingent liabilities
NVNI
M&A
Debt Issuance
New Projects/Investments
- Nvni Group Limited announced a strategic restructuring of earnout contingent liabilities with founders of previously acquired portfolio companies.
- This renegotiation resulted in an approximately 34% reduction of these liabilities, representing savings of more than $18 million.
- The restructuring agreement is valid for a 90-day period, during which the company intends to finalize private credit financing to implement the reduced liability structure.
- Nvni Group Limited also reported that it remains on track to close its previously announced acquisition of MK Solutions.
Dec 23, 2025, 1:17 PM
Nvni Group Enters into Securities Exchange and Purchase Agreements
NVNI
Debt Issuance
Convertible Preferred Issuance
- On December 11, 2025, Nvni Group Limited exchanged an existing unsecured note with an aggregate outstanding principal amount of $5,040,000 for a new Senior Secured Convertible Note with an aggregate principal amount of $5,662,000.
- Concurrently, the company sold a new senior secured note with an aggregate principal amount of $2,865,000 for a subscription price of $2,550,000, due on April 15, 2027.
- In connection with these agreements, Nvni Group Limited and its guarantors will enter into a Security Agreement and Subsidiary Guaranty by February 28, 2026, to secure the company's obligations under the notes.
- The company is subject to financial covenants requiring it to maintain at least $1,300,000 in unencumbered cash and meet specified targets for Revenue, EBITDA, and Free Cash Flow.
Dec 12, 2025, 10:34 PM
Nvni Group Limited Founder and CEO Commits $6 Million Personal Investment
NVNI
New Projects/Investments
M&A
- Nvni Group Limited's Founder and CEO, Pierre Schurmann, has entered into a binding agreement to invest $6 million of personal capital in the company through a direct private placement of equity securities.
- This investment includes the acquisition of 1,500,000 ordinary shares at $4.00 per share, which is a significant premium to the current market price, along with five-year warrants to purchase an additional 300,000 shares at an exercise price of $25.00 per share.
- The proceeds from this capital injection will be utilized for debt repayment and to support Nuvini's acquisition strategy.
- Following the closing of this transaction, Nvni Group Limited will have 11,533,802 ordinary shares outstanding.
Dec 10, 2025, 9:58 PM
Nvni Group Limited Provides Capital Markets Update
NVNI
Guidance Update
Accounting Changes
M&A
- Nuvini Group Limited announced a Capital Markets Update on November 5, 2025, detailing a transition to USD reporting for all financial metrics to enhance transparency and comparability.
- The company targets 35-45% consolidated EBITDA margins and a clear path to over $100 million in EBITDA within the next five years.
- Nuvini emphasizes disciplined capital allocation, underwriting every acquisition for a minimum 30% cash-on-cash return while maintaining net debt/EBITDA below 3.5x.
- Senior executives and board members have personally increased their ownership through open-market purchases, demonstrating management alignment.
Nov 7, 2025, 10:25 PM
Nuvini Group Outlines Long-Term Operating Targets and Transitions to USD Reporting
NVNI
Guidance Update
Accounting Changes
M&A
- Nuvini Group Limited (NVNI) announced its long-term operating and profitability targets, aiming for over $100 million in EBITDA within five years and 35% to 45% consolidated EBITDA margins over the next three to five years.
- The company expects fiscal year 2025 EBITDA to be in the range of $9 million to $11 million USD, consistent with previously communicated guidance.
- Nuvini will begin reporting all financial metrics in U.S. dollars (USD) to enhance transparency and comparability with U.S.-listed software peers, an initiative led by newly appointed Chief Financial Officer Roberto Otero.
- The capital allocation framework prioritizes accretive acquisitions of recurring-revenue SaaS businesses at 3x–5x EBITDA multiples, maintaining prudent leverage of 3.0x to 4.0x net debt/EBITDA, and investing in shared technology and AI infrastructure.
- In October, members of Nuvini's management team purchased shares in the open market using personal funds, reflecting confidence in the company's long-term value creation strategy.
Nov 3, 2025, 9:05 PM
Nuvini Regains Nasdaq Compliance and Provides FY2025 EBITDA Guidance
NVNI
Delisting/Listing Issues
Guidance Update
M&A
- Nuvini Group Limited regained full compliance with Nasdaq's minimum bid price rule (Rule 5550(a)(2)) as of October 20, 2025, after its ordinary shares closed above $1 for 10 consecutive business days from October 6 to October 16, 2025. This followed a delisting determination notice issued on October 14, 2025.
- For the twelve months ending December 31, 2025, Nuvini expects to generate approximately R$50 to R$60 million of EBITDA, excluding the impact of acquisitions.
- If targets in the current acquisitions pipeline with signed letters of intent are acquired, the company's annualized run-rate EBITDA could increase to approximately R$85–95 million by the end of Q1 2026.
- Nuvini plans to announce its long-term profitability and value-creation goals in the coming weeks.
Oct 20, 2025, 8:30 PM
Nuvini Group Limited Announces Executive Open-Market Stock Purchases
NVNI
- Nuvini Group Limited (NVNI) announced that members of its senior leadership team acquired shares of the company's common stock through open-market purchases during the second week of October 2025.
- The executives involved in these purchases include Chief Executive Officer Pierre Schurmann, Chief Financial Luiz Busnello, and Chief Operating Officer Gustavo Usero.
- These transactions were conducted using personal funds and did not involve option exercises or equity grants from Nuvini.
- CEO Pierre Schurmann stated that the executives believe Nuvini is significantly undervalued relative to its long-term earnings potential and intend to continue increasing their stake in the company.
Oct 14, 2025, 12:37 PM
Nuvini Group Announces 1-for-10 Reverse Stock Split
NVNI
Delisting/Listing Issues
Accounting Changes
- Nuvini Group Limited completed a 1-for-10 reverse stock split of its ordinary shares, effective October 6, 2025.
- This consolidation means one (1) post-Consolidation Ordinary Share for every ten (10) pre-Consolidation Ordinary Share.
- The reverse split will reduce the number of outstanding shares from 100,326,678 to approximately 10,032,668.
- Post-consolidation shares commenced trading on The Nasdaq Capital Market on October 6, 2025, under a new CUSIP number.
Oct 6, 2025, 8:08 PM
Nvni Group Reports First Half 2025 Financial Results and Going Concern Doubt
NVNI
Earnings
M&A
New Projects/Investments
- Nvni Group Limited reported net operating revenue of R$98.2 million for the first half of 2025, a 6.5% increase from the first half of 2024, with recurring revenue reaching 92.2% of total revenues. However, the company experienced a net loss of R$54.3 million and a 20% decrease in Adjusted EBITDA to R$21.1 million for the first half of 2025.
- Operational free cash flow grew by 16.3% to R$16.8 million in the first half of 2025. Despite this, as of June 30, 2025, the company had a working capital deficit of R$313.7 million and a shareholders’ deficit of R$100.0 million, leading management to believe there is substantial doubt about its ability to continue as a going concern.
- The company acquired Munddi Soluções em Tecnologia Ltda. - ME on May 15, 2025, and implemented AI initiatives, including the NuviniAI Lab, which reported an average productivity increase of 40% for development teams.
Sep 30, 2025, 9:00 PM
Quarterly earnings call transcripts for Nvni Group.
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